As filed with the Securities and Exchange Commission on March 7, 2016

Registration No. ______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RAINBOW CORAL CORP.

(~~Name~~Exact name of ~~Small~~ ~~Business~~registrant ~~Issuer~~ in its ~~Charter~~charter)

Florida		200	27-3247562
Nevada	0921	27-3247562
(State or Other Jurisdiction		(Primary Standard Industrial	(IRS Employer
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
of Organization)		Classification Code)	Identification #)
incorporation or organization)	Classification Code Number)	Identification Number)

		Louis Foxwell
291 LaCosta Rd.		291 LaCosta Rd.
Nokomis, FL 34275		Nokomis, FL 34275
941-480-1230		941-480-1230
(Address and telephone of		(Name, address and telephone number
registrant's executive office)		of agent for service)

871 Coronado Center Dr, Suite 200

~~Please send~~Henderson, ~~copies~~Nevada ~~of all correspondence to:~~89052

~~Diane~~(702) ~~J. Harrison~~940-2345

~~Harrison Law~~(Address, ~~P.A.~~including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~6860 Gulfport~~Kimberly ~~Blvd. S. No. 162~~Palmer

~~South Pasadena,~~Chief ~~Florida~~Executive ~~33707~~Officer

~~(941) 723-7564~~871 ~~(941)~~Coronado ~~531-4935~~Center ~~Fax~~Dr, Suite 200

~~Approximate date~~Henderson, ofNevada ~~proposed sale to the public: After this registration statement becomes effective~~89052

IfTelephone: ~~the securities~~(702) ~~being registered herein will be sold by the security shareholders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933 please check the following box. x~~940-2345

IfFacsimile: ~~this form is filed to register additional securities for an offering pursuant to Rule 462~~(b702) ~~under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨~~952-0400

~~If this Form is a post-effective amendment filed pursuant to Rule 462~~(c)Name, ~~under the Securities Act~~address, ~~check~~including ~~the~~zip ~~following~~code, ~~box~~ and ~~list~~telephone ~~the~~number, ~~Securities~~including ~~Act~~area ~~registration statement~~code, ~~number~~ of ~~the~~agent ~~earlier effective registration statement~~ for ~~the same offering.~~service)

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

~~Indicate by~~Robert ~~check~~L. ~~mark whether the registrant is a large accelerated filer~~Sonfield, ~~an accelerated filer, a non-accelerated filer, or a smaller reporting company~~Jr. ~~See the definitions of "large accelerated filer~~," ~~"accelerated filer" and "smaller reporting company" in Rule 12b2 of the Exchange Act~~Esq.

~~Large~~Sonfield ~~accelerated~~& ~~filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller Reporting Company x~~Sonfield

2500 Wilcrest Drive, 3^rd Floor

Houston, Texas 77042

Telephone: (713) 877-8333

Facsimile: (713) 877-1547

Email: robert@sonfield.com

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

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

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

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

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


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

CALCULATION OF REGISTRATION FEE

Title of Each

Proposed

Class of

Amount

Maximum

Amount of

Maximum

Amount of

Securities to be

to be

Offering Price

Aggregate

Registration

Title of Each Class of Securities

Amount to be

Offering Price

Aggregate

Registration

Registered(3)

Registered

Per Unit (1)

Offering Price

Fee (2)

to be Registered

Registered (1)

Per Share (2)

Offering Price

Fee (3)

Common Stock by Company par value $0.0001

2,500,000

0.0125

31,250

2.29

Common Stock, par value $0.001 per share, issuable pursuant to the Terra First Investment Agreement

1,500,000

$0.18

$270,000

$27.19

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


(1)	We are registering 1,500,000 shares of our common stock that we will put to Terra First Enterprises Inc. pursuant to that certain investment agreement (the “Terra First Investment Agreement”). The Terra First Investment Agreement was entered into on February 23, 2016. In the event of stock splits, stock dividends or similar transactions involving the common stock, the number of common shares registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the adjustment provisions of the Terra First Investment Agreement require the registrant to issue more shares than are being registered in this registration statement, for reasons other than those stated in Rule 416 of the Securities Act, the registrant will file a new registration statement to register those additional shares.

(2)	This offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) of the Securities Act on the basis of the closing price of common stock of the Company as reported on the OTC Markets (the “OTCQB”) on February 23, 2016.

(3)	The Registration Fee has been estimated based on the maximum offering price of the Shares in accordance with Rule 457(o). If the maximum total offering price increases prior to the effective date of the registration statement, a pre-effective amendment will be filed to increase the maximum dollar value being registered and the additional filing fee shall be paid.

~~(2) Estimated~~The ~~solely~~registrant ~~for~~hereby ~~purposes~~amends ofthis ~~calculating~~registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration ~~fee~~statement shall thereafter become effective in accordance with ~~Rule~~section ~~457~~8(ca) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.

~~(3)~~- ~~An indeterminate~~ii number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.-

~~(4) Previously~~The ~~paid~~information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~THE REGISTRANT~~PRELIMINARY ~~HEREBY~~PROSPECTUS ~~AMENDS~~SUBJECT ~~THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY~~ TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSIONCOMPLETION, ~~ACTING~~DATED ~~PURSUANT~~MARCH ~~TO SAID SECTION 8(A)~~7, ~~MAY~~ ~~DETERMINE.~~2016

~~THE INFORMATION~~1,500,000 INShares ~~THIS~~of ~~PROSPECTUS~~Common IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.Stock

PROSPECTUS

RAINBOW CORAL CORP.

2This prospectus relates to the resale of up to 1,500,000 ~~SHARES~~ OFshares ~~COMMON~~of ~~STOCK~~common stock of Rainbow Coral Corp. (“we” or the “Company”), par value $0.001 per share, that we will put to Terra First Enterprises Inc. (“Terra First”) pursuant to an investment agreement. The investment agreement permits us to “put” up to $5,000,000 in shares of our common stock to Terra First over a period of up to thirty-six (36) months. We will not receive any proceeds from the resale of these shares of common stock. However, we will receive proceeds from the sale of put shares pursuant to our exercise of the put right offered by Terra First. Terra First is deemed an underwriter for our common stock.

~~Prior~~The ~~to this~~selling ~~registration,~~stockholder ~~there~~may ~~has~~offer ~~been~~all noor ~~public~~part ~~trading~~of ~~market~~the shares for ~~the~~resale ~~common~~from ~~Stock of~~time ~~RAINBOW~~to ~~CORAL~~time ~~CORP.~~through ~~("RCC"),~~public ~~the~~or ~~"Company",~~private ~~"us"~~transactions, ~~"we",~~at ~~"our")~~either ~~and~~prevailing itmarket isprices ~~not presently~~or ~~traded~~at onprivately ~~any~~negotiated ~~market~~prices. orTerra ~~securities~~First ~~exchange.~~is ~~2,500,000~~paying ~~shares~~all of ~~common~~ ~~stock~~the ~~are~~registration ~~being~~expenses ~~offered~~incurred ~~for~~in ~~sale~~connection bywith the ~~Company~~registration toof the ~~public~~ shares except for accounting fees and expenses and we will not pay any of the selling commissions, brokerage fees and related expenses.

~~The offering~~Terra ofFirst ~~the 2,500,000 shares~~ is aan ~~"best~~“underwriter” ~~efforts"~~within ~~offering,~~the ~~which~~meaning ~~means~~of ~~that our~~the ~~director~~Securities ~~and~~Act ~~officer~~in ~~will~~connection ~~use~~with ~~his~~the ~~best~~resale ~~efforts~~of toour ~~sell the~~ common stock ~~and there~~under isthe noTerra ~~commitment~~First byInvestment ~~any~~Agreement. ~~person~~No toother ~~purchase~~underwriter ~~any~~or ~~shares.~~person ~~The~~has ~~shares~~been ~~will~~engaged ~~be offered~~to atfacilitate athe ~~fixed~~sale ~~price~~ of ~~$0.0125~~shares ~~per~~of ~~share~~our ~~for~~common ~~the~~stock ~~duration~~in ofthis ~~the~~ offering. ~~There~~ isHowever, noTerra ~~minimum~~First ~~number~~may ofprivately ~~shares~~sell ~~required~~the toput beshares ~~sold~~ to ~~close~~another ~~the~~investor ~~offering. This~~who ~~offering~~ will ~~continue~~resell ~~for~~in the ~~earlier~~public ~~of:~~markets ~~(i)~~pursuant 90to ~~days after~~ this ~~registration~~ ~~statement~~prospectus. ~~becomes~~This ~~effective~~offering ~~with~~will ~~the~~terminate ~~Securities~~thirty-six ~~and Exchange Commission, or~~ (ii36) ~~the~~months ~~date~~after onthe ~~which~~effective ~~all~~date ~~2,500,000~~of ~~shares~~the ~~registered~~Terra ~~hereunder have~~First ~~been~~Investment ~~sold~~Agreement. WeTerra ~~may~~First atwill ~~our~~pay ~~discretion~~us ~~extend the offering for an additional 90 days~~36.25% ~~Proceeds from the sale~~ of the ~~shares~~lowest ~~will~~volume beweighted ~~used~~price ~~to fund the initial stages~~ of our ~~business~~common ~~development.~~stock ~~This~~reported ~~offering~~by ~~will~~OTC ~~end~~Markets noin ~~later than six (6) months from~~ the ~~offering~~twenty ~~date.~~consecutive ~~The~~trading ~~offering~~day ~~date~~period isending with the date bya ~~which~~put ~~this registration~~notice ~~statement becomes effective. This~~ is ~~a direct participation offering since we, and not an underwriter, are offering the stock~~delivered.

SHARES OFFERED	PRICE TO		SELLING AGENT	PROCEEDS TO
BY COMPANY	PUBLIC		COMMISSIONS	THE COMPANY
Per Share	$	0.0125	Not applicable	$	0.0125
Minimum Purchase	None		Not applicable	Not applicable
Total (2,500,000 shares)	$	31,250	Not applicable	$	31,250

Our common stock is quoted on the OTCQB under the ticker symbol “RBCC.” The shares of our common stock registered hereunder are being offered for sale by selling stockholders at prices established on the OTCQB during the term of this offering. On February 23, 2016, the closing price of our common stock was $0.18 per share.

~~Neither the~~We ~~Securities~~qualify ~~and~~as ~~Exchange~~an ~~Commission~~“emerging ~~nor~~growth ~~any~~company” ~~state~~as ~~regulatory~~defined ~~authority~~in ~~has approved~~the orJumpstart ~~disapproved~~our ofBusiness ~~these~~Startups ~~securities,~~Act ~~endorsed the merits~~ of ~~this offering~~2012, or ~~determined~~JOBS ~~that~~Act. ~~this~~Please ~~Prospectus~~read isthe ~~truthful~~related ordisclosure ~~complete.~~contained ~~Any representation~~on topage ~~the~~9 ~~contrary~~of isthis ~~a criminal offense~~prospectus.

~~AN INVESTMENT~~Investing INin ~~OUR~~our ~~SECURITIES~~common ISstock ~~SPECULATIVE.~~involves ~~INVESTORS~~a ~~SHOULD~~high BEdegree ~~ABLE~~of TOrisk. ~~AFFORD THE~~See ~~LOSS~~“Risk OFFactors” ~~THEIR~~beginning ~~ENTIRE~~on ~~INVESTMENT.~~page ~~SEE~~3 ~~THE~~to ~~SECTION~~read ~~ENTITLED~~about ~~"RISK~~factors ~~FACTORS" BEGINNING~~you ONshould ~~PAGE~~consider 8before OFinvesting ~~THIS~~in ~~PROSPECTUS~~shares of our common stock.

~~THIS PROSPECTUS~~NEITHER ~~SHALL NOT CONSTITUTE AN OFFER TO SELL OR~~ THE ~~SOLICITATION~~SECURITIES OFAND ANEXCHANGE ~~OFFER TO~~COMMISSION ~~BUY~~NOR ~~THESE~~ANY STATE SECURITIES ~~AND~~COMMISSION WEHAS ~~SHALL~~APPROVED ~~NOT~~OR ~~SELL~~DISAPPROVED ~~ANY~~ OF THESE SECURITIES INOR ~~ANY STATE~~DETERMINED ~~WHERE~~IF ~~SUCH~~THIS ANPROSPECTUS ~~OFFER~~IS TRUTHFUL OR ~~SOLICITATION~~COMPLETE. ~~WOULD~~ANY BEREPRESENTATION ~~UNLAWFUL~~TO ~~BEFORE~~THE ~~REGISTRATION OR~~CONTRARY ~~QUALIFICATION~~IS ~~UNDER~~A ~~SUCH~~CRIMINAL ~~STATE'S SECURITIES LAWS~~OFFENSE.

~~You should~~The ~~rely~~Date ~~only~~of ~~on the information contained in~~ this ~~prospectus.~~Prospectus Weis: _____________, ~~have not authorized anyone to provide you with information different from that contained in this Prospectus.~~2016

~~THE~~TABLE ~~DATE~~ OF ~~THIS PROSPECTUS IS ____________, 2010~~CONTENTS


PROSPECTUS SUMMARY	1

RISK FACTORS	3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	11

USE OF PROCEEDS	11

DETERMINATION OF OFFERING PRICE	12

DILUTION	12

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	12

DESCRIPTION OF BUSINESS	14

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	19

EXECUTIVE COMPENSATION	22

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	23

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	24

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	25

SELLING STOCKHOLDER	25

PLAN OF DISTRIBUTION	26

DESCRIPTION OF SECURITIES TO BE REGISTERED	28

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	29

LEGAL MATTERS	29

EXPERTS	29

INTERESTS OF NAMED EXPERTS AND COUNSEL	29

WHERE YOU CAN FIND MORE INFORMATION	30

~~The following~~PROSPECTUS ~~table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.~~SUMMARY

TABLE OF CONTENTS	PAGE NO.
SUMMARY OF OUR OFFERING	4
BUSINESS SUMMARY	5
SUMMARY OF OUR FINANCIAL INFORMATION	6
RISK FACTORS	7
USE OF PROCEEDS	14
DETERMINATION OF OFFERING PRICE	15
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES	16
THE OFFERING	17
PLAN OF DISTRIBUTION	18
DESCRIPTION OF SECURITIES	19
INTEREST OF NAMED EXPERTS AND COUNSEL	19
BUSINESS DESCRIPTION	20
DESCRIPTION OF PROPERTY	23
LEGAL PROCEEDINGS	23
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	24
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	29
CODE OF BUSINESS CONDUCT AND ETHICS	29
MANAGEMENT	30
CONFLICTS OF INTEREST	31
COMMITTEES OF THE BOARD OF DIRECTORS	31
EXECUTIVE COMPENSATION	32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	34
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	35
DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	35
REPORTS TO SECURITY HOLDERS	36
WHERE YOU CAN FIND MORE INFORMATION	36
STOCK TRANSFER AGENT	36
FINANCIAL STATEMENTS	F-1
Management Certification	*
Net Income Per Common Share	*
Revenue and Cost Recognition	*

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock of Rainbow Coral Corp. (referred to herein as the “Company,” “we,” “our,” and “us”). You should carefully read the entire prospectus, including “Risk Factors,” and the accompanying financial statements and notes before making an investment decision.

3Company Overview

~~DEALER PROSPECTUS~~Rainbow ~~DELIVERY~~Coral ~~OBLIGATION~~Corp. was incorporated in Florida August 13, 2010 to build a coral farm facility to develop and grow coral, independent of oceans, as a future farm reserve against the decline of natural wild reefs. We acquired all of the assets and the business of Father Fish Aquarium, Inc. June 13, 2011, for $50,000 cash and have continued the business of Father Fish under our name, Rainbow Coral Corp.

~~Until~~We operate a ~~date,~~ ~~which~~retail isfish 90store ~~days~~and ~~after~~coral ~~the~~farm ~~date~~facility. ofWe ~~this~~plan ~~prospectus,~~to ~~all~~develop ~~dealers~~a ~~that effect~~larger ~~transactions~~scale coral farm facility in ~~these~~order ~~securities~~to ~~whether~~grow, orharvest ~~not~~and ~~participating~~distribute inas ~~this offering,~~many ~~may~~varieties beof ~~required~~hard toand ~~deliver~~soft acaptive-bred ~~prospectus.~~coral ~~This~~sizes isas inpossible ~~addition~~for touse ~~the dealers'~~by ~~obligation~~retail toconsumers ~~deliver~~and abio-researchers. ~~prospectus~~The ~~when~~use ~~acting~~for coral as ~~underwriters~~a ~~and~~source ~~with respect~~of topotential ~~their~~leading ~~unsold~~edge ~~allotments~~medical ordiscoveries ~~subscriptions~~is an attractive business opportunity for our coral farming activity.

~~SUMMARY INFORMATION~~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 present an additional opportunity for our coral farming activity. We believe that the world of bio-research is a natural continuation of our core coral propagation business. Because of our belief, on October 23, 2011, we formed a subsidiary, Rainbow Biosciences, LLC, to explore opportunities within the bioscience market. Rainbow Biosciences, LLC is continuing to research opportunities in the bioscience markets.

~~This Prospectus~~Our subsidiary, ~~and~~Father ~~any~~Fish, ~~supplement~~is toa ~~this~~retail ~~Prospectus~~tropical ~~include~~fish ~~"forward-looking statements".~~store Towith ~~the~~a ~~extent~~license ~~that~~from the ~~information~~Florida ~~presented~~Department inof ~~this~~Agriculture ~~Prospectus discusses~~to ~~financial~~raise ~~projections,~~a ~~information~~number orof ~~expectations~~ornamental ~~about~~animals. ~~our~~Among ~~business plans,~~these ~~results~~are ofvarious ~~operations,~~types ~~products~~of orcoral ~~markets,~~and orthe ~~otherwise~~live ~~makes~~food ~~statements about~~they ~~future~~require ~~events,~~for ~~such statements are forward-looking~~nutrition. ~~Such~~In ~~forward-looking statements~~addition, ~~can~~Father beFish ~~identified~~raises bya ~~the~~number ~~use~~ of ~~words~~fresh ~~such~~water asand ~~"intends", "anticipates",~~salt ~~"believes",~~water ~~"estimates",~~fish ~~"projects", "forecasts", "expects", "plans"~~ and ~~"proposes"~~invertebrates. ~~Although~~Sales ~~we believe that the expectations reflected in these forward-looking statements~~ are ~~based~~made onout ~~reasonable~~of ~~assumptions, there are~~ a ~~number~~retail oflocation ~~risks~~in Florida and ~~uncertainties~~online ~~that~~to ~~could~~hobbyists ~~cause~~and ~~actual~~serious ~~results~~collectors toand ~~differ materially~~by ~~from~~contracts ~~such~~with ~~forward-looking~~local ~~statements.~~departments ~~These~~of ~~include,~~education ~~among~~for ~~others, the~~classroom ~~cautionary~~and ~~statements~~science inlab ~~the~~use. ~~"Risk~~Father ~~Factors"~~Fish ~~section~~has ~~beginning~~a onvaried ~~Page~~customer 8base ~~of this Prospectus~~ and ~~the~~no ~~"Management's~~individual ~~Discussion~~customer ~~and~~is ~~Analysis~~significant ofto ~~Financial Position~~the ~~and~~total ~~Results~~sales of ~~Operations"~~the ~~section elsewhere in this Prospectus~~Company.

~~This summary~~On ~~only~~May ~~highlights~~5, ~~selected~~2015, ~~information~~we ~~contained~~reincorporated infrom ~~greater~~Florida ~~detail elsewhere~~to inNevada. ~~this~~On ~~Prospectus.~~May ~~This~~29, ~~summary~~2015, ~~may~~each ~~not~~shareholder ~~contain~~received ~~all~~one ofshare in the ~~information~~ ~~that~~Nevada ~~you~~company ~~should~~for ~~consider~~each ~~before~~100 ~~investing~~shares they held in ~~our~~the ~~common~~Florida ~~stock~~company. ~~You should~~Fractional ~~carefully~~shares ~~read~~were rounded up, and each shareholder received at least five shares. The executive officers and directors of the ~~entire~~Nevada ~~Prospectus,~~company ~~including~~are ~~"Risk~~unchanged ~~Factors"~~from ~~beginning on~~the ~~Page~~executive 8,officers and directors of the ~~consolidated~~Florida ~~financial~~company. ~~statements,~~All ~~before~~share ~~making~~and ~~an investment~~per ~~decision~~share amounts have been retroactively restated to reflect the reverse split.

~~All dollar~~The ~~amounts refer to US dollars unless otherwise indicated.~~Offering

OUR OFFERING


Common stock outstanding before the offering	10,560,200 shares of common stock as of February 23, 2016.

Common stock being offered by the selling stockholder	Up to 1,500,000 shares of common stock.

Common stock to be outstanding after the offering assuming all of the securities are resold	12,060,200 shares of common stock

Commitment Warrants	As a commitment fee in connection with execution of the Terra First Investment Agreement, we delivered to Terra First 500,000 common stock purchase warrants each entitling the holder, upon 61 days’ prior written notice, to the cashless purchase of one share of Common Stock at a price of $.05 per share at any time prior to the expiration of two years after the date thereof.

We- ~~have 9,000,000~~1 shares of common stock issued and outstanding. Through this offering we will register 2,500,000 shares of common stock for offering to the public. These shares represent additional common stock to be issued by us. We may endeavor to sell all 2,500,000 shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $0.0125 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of the common stock.-

Securities being offered by the Company.		2,500,000 shares of common stock, par value $0.0001 offered by us in a direct offering
Use of proceeds	We will not receive any proceeds from the sale of shares by the selling stockholder. However, we will receive proceeds from the sale of our common stock to the selling stockholder pursuant to the Terra First Investment Agreement described below. The proceeds received under the Terra First Investment Agreement will be used for general corporate and working capital purposes and acquisitions of assets, businesses or operations or for other purposes that the board of directors, in its good faith, deem to be in the best interest of the Company.
Offering price per share.		We are offering the 2,500,000 shares of our common stock at $0.0125.
Trading	Our common stock is quoted on the OTCQB under the symbol “RBCC”.
Number of shares outstanding before the offering of common shares.		9,000,000 common shares are currently issued and outstanding.
Risk Factors	The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. You should carefully consider the information set forth in the section entitled “Risk Factors” beginning on page 3.
Number of shares outstanding after the offering of common shares.		11,500,000 common shares will be issued and outstanding if we sell all of the shares that we are offering.
The minimum number of shares to be sold in this offering.		None.

4Investment agreement with Terra First Enterprises Inc.

Market for the common shares		There is no public market for the common shares. The price per share is $0.0125.
		We may not be able to meet the requirement for a public listing or quotation of our common stock. Further, even if our common stock is quoted or granted listing, a market for the common shares may not develop.
		The offering price for the shares will remain $0.0125 per share for the duration of the offering.
Use of Proceeds		We will receive all proceeds from the sale of the common stock and intends to use the proceeds from this offering to begin implementing the business and marketing plan. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $8,250.00 are being paid for by us.
Termination of the Offering		This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 2,500,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. In any event, the offering will end within six months of this Registration Statement being declared effective.
Terms of the Offering		Our sole officer and director will sell the common stock upon effectiveness of this registration statement on a BEST EFFORTS basis.

On February 23, 2016, we entered into an investment agreement (the “Terra First Investment Agreement”) with Terra First Enterprises Inc., a Wyoming corporation (“Terra First”). Pursuant to the terms of the Terra First Investment Agreement, Terra First committed to purchase up to $5,000,000 of our common stock over a period of up to thirty-six (36) months. From time to time during the thirty-six (36) month period commencing with the effectiveness of the registration statement, we may deliver a put notice to Terra First which states the dollar amount that we intend to sell to Terra First on a date specified in the put notice. The purchase price per share to be paid by Terra First shall be calculated at a sixty three and seventy five hundredths percent (63.75%) discount to the lowest price of the common stock as reported by OTC Markets Group during the twenty (20) consecutive trading days immediately prior to the receipt by Terra First of the put notice. We have reserved 75,000,000 shares of our common stock for issuance under the Terra First Investment Agreement, including 1,500,000 shares included in the registration statement of which this prospectus is a part filed with the Securities and Exchange Commission (the “SEC”). We have reserved more shares reserved than are covered by this registration statement.

~~You should~~As ~~rely~~a ~~only~~commitment ~~upon~~fee ~~the~~in ~~information~~connection ~~contained~~with inexecution ~~this~~of ~~prospectus.~~the WeTerra ~~have~~First ~~not authorized~~Investment ~~anyone~~Agreement, we delivered to ~~provide~~Terra ~~you~~First ~~with~~500,000 ~~information~~common ~~different~~stock ~~from~~purchase ~~that~~warrants ~~which~~each ~~is contained~~entitling inthe ~~this~~holder, ~~prospectus.~~upon We61 ~~are~~days’ ~~offering~~prior written notice, to ~~sell~~the ~~shares~~cashless purchase of ~~common~~one ~~stock~~share ~~and seeking~~of ~~offers~~Common toStock ~~buy~~at ~~shares~~a price of ~~common~~$.05 ~~stock~~per ~~only~~share inat ~~jurisdictions~~any ~~where~~time ~~offers and~~prior ~~sales~~to ~~are~~the ~~permitted~~expiration of two years after the date thereof.

~~BUSINESS SUMMARY~~In connection with the Terra First Investment Agreement, we also entered into a registration rights agreement with Terra First, pursuant to which we are obligated to file a registration statement with the SEC covering the shares of our common stock underlying the Terra First Investment Agreement. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC and maintain the effectiveness of such registration statement until termination of the Terra First Investment Agreement.

WeThe ~~are a development-stage company~~1,500,000 ~~incorporated~~shares into ~~the~~be ~~State~~registered ofherein ~~Florida~~represent on27.41% ~~August~~of 13the 5, ~~2010~~472,770 aspublicly atradable ~~for-profit~~shares ~~company,~~owned ~~and~~by ~~electing~~unaffiliated astockholders ~~fiscal~~issued ~~year end of August 31. Our business~~ and ~~registered~~outstanding, ~~office~~assuming isthat ~~located~~the atselling ~~291~~stockholder ~~LaCosta~~will ~~Rd.,~~sell ~~Nokomis,~~all FLof ~~34275. Our~~the ~~telephone~~shares ~~number~~offered isfor ~~941-480-1230~~sale.

WeAt ~~intend to~~an ~~build~~assumed apurchase ~~Coral~~price ~~Farm~~of ~~facility~~$0.06525 (equal to ~~develop~~36.25% ~~and~~of ~~propagate~~the ~~(or~~closing ~~grow~~price of our common stock of $0.18 on February 23, 2016), ~~live~~we ~~Coral~~will be able to receive up to $97, ~~independent~~875 in gross proceeds, assuming the sale of the ~~oceans~~entire 1,500,000 asshares abeing ~~future~~registered ~~Farm~~hereunder ~~reserve~~pursuant ~~against~~to the ~~decline~~Terra ~~of natural~~First ~~wild~~Investment ~~reefs~~Agreement. WeAccordingly, ~~intend~~we would be required to ~~grow~~register an additional 75,128,352 ~~harvest~~shares ~~and~~to ~~distribute~~obtain asthe ~~many~~balance ~~varieties~~ of ~~Hard~~$4,902,125 ~~and~~under ~~Soft~~the ~~sizes~~Terra asFirst ~~possible~~Investment ofAgreement. ~~captive-bred~~We ~~Corals~~are ~~that~~currently ~~are~~authorized ~~attractive,~~ to asissue ~~many~~480,000,000 ~~consumers~~shares asof ~~possible~~our ~~who~~common ~~can~~stock. ~~maintain~~Therefor ~~them~~we indo anot ~~healthy~~expect ~~ecosystem aquarium.~~that Wewe ~~believe~~will ~~that~~not ~~Coral~~be ~~and~~required ~~other~~to ~~marine~~increase ~~aquarium~~our ~~livestock~~authorized ~~should~~shares ~~be supplied~~in byorder ~~farms~~to orreceive ~~captive~~the ~~breeders,~~entire ~~rather~~purchase ~~than~~price. ~~removed~~Terra First has agreed to refrain from ~~the~~holding ~~natural reefs.~~an ~~Nearly~~amount ~~every~~of ~~other~~shares ~~organism~~which would result in ~~the~~Terra ~~pet~~First ~~industry~~owning ismore ~~captive~~than ~~bred~~4.99% ~~Dogs, cats,~~of ~~parrots,~~the ~~etc.~~then-outstanding ~~are~~shares ~~all~~of ~~farm~~our ~~raised~~common stock at any one time.

5There are substantial risks to investors as a result of the issuance of shares of our common stock under the Terra First Investment Agreement. These risks include dilution of stockholders’ percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed.

WeTerra ~~intend that~~First ~~Corals~~will beperiodically ~~added~~purchase ~~to that list via~~ our ~~Coral~~common ~~Farm.~~stock Weunder ~~intend~~the toTerra ~~actively acquire~~First ~~specific~~Investment ~~parent~~Agreement ~~colonies to maintain~~ and ~~continue~~will, ~~to grow~~ in ~~our~~turn, ~~Coral and~~sell ~~the~~such ~~branches~~shares ~~of these colonies are intended~~ to beinvestors ~~propagated~~in ~~by fragmentation.~~the ~~The~~market ~~fragments~~at ~~or ‘frags’ when properly farmed will grow into Corals that resemble~~ the ~~parent~~market ~~colony~~price. ~~The~~This ~~parent~~may ~~Coral,~~cause orour ~~brood~~ stock, inprice ~~our Farm~~to ~~regenerates and produces new frags~~decline,~~(the~~ ~~Coral~~which iswill ~~divided~~require ~~into~~us ~~frags~~ to ~~start~~ ~~the~~issue ~~regeneration~~increasing ~~process~~numbers ~~all over again) making the Coral Farm a self-sustaining and reliable source for Coral harvesting. We intend to market over 50 species~~ of ~~Hard~~common ~~and~~shares ~~Soft Corals. We intend~~ to ~~acquire~~Terra ~~these~~First ~~specific Corals that fit within a criteria suitable for commercial applications. It is from these superior and ideal genetics that our Coral product line is~~ to ~~be derived~~raise ~~and~~the ~~ultimately~~same ~~farmed~~amount ~~for~~of ~~retail stores~~funds, ~~on-line~~as ~~stores and~~ our ~~intended Website~~stock ~~consumers~~price declines.

~~We project to Farm Soft Corals such as Zoos and Palys, Large Polyp, Stony Corals (Acans and Duncans, Frog Spawn and Brains), Small Polyp Stony Corals (Acropora and Montipora), Coralimorphians~~-~~Alse~~ ~~Corals~~2 ~~(Anemones and Mushroom Corals), Coral and Invertebrate Marine Reef System and Mixed Reef System products.~~-

~~We project~~The total investment amount of $5 million was determined based on numerous factors, including the ~~Farm~~following: ~~venture~~Our current running costs are approximately $500,000 per annum, and thus we need a portion of the investment amount to ~~produce~~pay ~~Corals~~general operating expenses. We believe we need the remaining funds for ~~local~~capital ~~pet/aquarium~~expenditures ~~stores, on-line~~related ~~retailers~~to ~~and~~promotion of our ~~own~~retail ~~intended~~fish ~~website~~store and coral farm facility. While it is difficult to estimate the likelihood that we will need the full investment amount, we believe that the Company may need the full amount of $5 million funding under the Terra First Investment Agreement.

WeWhere ~~need to~~you ~~raise~~can anfind additional $500,000 (including the proposed $31,250 capital raise) to implement our business plan over the next 18 months and the funds raised in this offering, even assuming we sell all the shares offered, will be insufficient to commercialize our product or develop our business strategy.us

~~SUMMARY OF~~Our ~~OUR~~principal ~~FINANCIAL~~office ~~INFORMATION~~is located at 871 Coronado Center Dr, Suite 200, Henderson, Nevada 89052. Our telephone number is (702) 940-2345.

~~The following~~Our ~~table~~CEO ~~sets~~utilizes ~~forth~~office ~~selected~~space ~~financial~~in ~~information~~Houston, ~~which~~Texas, ~~should~~an bearea ~~read in~~of ~~conjunction~~significant ~~with~~biomedical ~~the~~research, ~~information~~on ~~set~~a ~~forth~~month-to-month inbasis ~~the~~through ~~"Management's~~a ~~Discussion and~~sublease ~~Analysis~~from ofa ~~Financial~~professional ~~Position~~services ~~and~~corporation. ~~Results~~The ofCompany ~~Operations"~~pays ~~section~~for ~~and~~ the ~~accompanying~~ ~~financial~~space ~~statements~~along ~~and~~with ~~related~~other ~~notes~~services ~~included~~through ~~elsewhere~~a inmanagement ~~this Prospectus~~services agreement.

	PERIOD FROM INCEPTION ON
	AUGUST 13, 2010 TO August 31, 2010
	(AUDITED)
	($)
Revenues	$	-
Expenses		2,088
Net Profit (Loss)		2,088
Net Profit (Loss) per share	$	0.00
	AS AT August 31, 2010
	(AUDITED)
	($)
Working Capital (Deficiency)
Total Assets	$	6,912
Total Current Liabilities	$	2,000

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.

As indicated in the financial statements accompanying this prospectus, we have had no revenue to date and have incurred only losses since inception. We have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock as the sole source of funds for our future operations.

RISK FACTORS

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

~~This offering~~Risks ~~and~~related any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to ~~purchase~~ our ~~common~~ ~~stock. If any of the following risks actually occur, our~~ business~~, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.~~

We ~~consider~~ ~~the~~have ~~following~~a tohistory beof ~~the~~operating ~~material~~losses ~~risks~~and ~~for~~expect anto ~~investor~~continue ~~regarding~~to ~~this offering.~~realize ~~Our~~losses ~~company~~in ~~should~~the benear ~~viewed~~future. asCurrently aour ~~high-risk~~operations ~~investment~~are ~~and~~producing ~~speculative in~~inadequate ~~nature.~~revenue Anto ~~investment~~fund inall ~~our~~operating ~~common~~costs, ~~stock~~and ~~may~~we ~~result~~rely inon ainvestments ~~complete~~by ~~loss~~third ~~of the~~parties ~~invested~~to ~~amount~~fund our business. ~~Please~~Even ~~consider~~as ~~the~~our ~~following~~revenue ~~risk~~grows, ~~factors~~we ~~before~~may ~~deciding to~~not ~~invest~~become inprofitable ~~our~~or ~~common~~be ~~stock~~able to sustain profitability.

~~Risks Related~~Since inception, we have incurred significant net losses and have not realized adequate revenue in order to support our ~~Business~~operations. We have reported a net loss of $4,599,300 from the date of inception through December 31, 2015. We expect to continue to incur net losses and negative cash flow from operations in the near future, and we will continue to experience losses for at least as long as it takes our company to generate revenue by selling our fish and coral. The size of these losses will depend, in large part, on whether we develop the retail fish store and coral farm facility, in a profitable manner. To date, we have had only limited operating revenues. There can be no assurance that we will achieve material revenues in the future. Should we achieve a level of revenues that make us profitable, there is no assurance that we can maintain or increase profitability levels in the future.

~~BECAUSE WE~~There ~~HAVE~~is ~~NOT~~substantial ~~DEVELOPED~~doubt Aas ~~CORAL~~to ~~FARM~~whether ~~AND~~we ~~FARMED~~will ~~CORAL~~continue ~~THE~~operations. ~~HARVEST~~If ~~MAY~~we ~~NOT MATERIALIZE~~discontinue ~~AND/OR~~operations, ~~THE~~you ~~PRODUCTION~~could ~~COST~~lose ~~CAN~~your ~~EXCEED EXPECTATIONS~~investment.

WeThe ~~have not~~following ~~developed~~factors araise ~~Coral~~substantial ~~Farm~~doubt ~~and~~regarding ~~harvested~~the ~~its~~ability ~~products~~of ~~therefore,~~our webusiness doto ~~not~~continue ~~know~~ as a going concern: (i) the ~~exact~~losses ~~cost~~we incurred since our inception; (ii) our lack of ~~production.~~significant Inoperating revenues since inception through the ~~case~~date of athis ~~higher~~prospectus; ~~than~~and ~~expected~~(iii) ~~cost~~our ~~of production,~~dependence weon ~~will~~debt ~~not~~and beequity ~~able~~funding to ~~offer~~continue in operation. We have signed the Terra First Investment Agreement for up to $5,000,000 through sales of our ~~products~~common atstock. aWe ~~competitive~~therefore ~~price~~expect to incur significant losses in the ~~market~~foreseeable ~~place~~future. ~~Furthermore,~~The weconsolidated ~~may~~financial ~~find~~statements ~~problems~~do innot include any adjustments that might result from the ~~process~~uncertainty about our ability to continue our business. If we are unable to ~~harvest~~obtain ~~our~~additional ~~products~~financing from outside sources and eventually produce enough revenues, we ~~will~~may ~~have~~be forced to curtail or cease our operations. If this happens, ~~resulting in~~you ~~the~~could ~~complete~~lose ~~loss~~all or part of your investment.

~~OUR~~Our ~~LACK OF~~lack ANof ~~OPERATING~~any ~~HISTORY~~profitable ~~GIVES~~operating NOhistory ~~ASSURANCE~~makes ~~THAT~~it ~~OUR~~difficult ~~FUTURE~~for ~~OPERATIONS~~us ~~WILL RESULT~~to INevaluate ~~PROFITABLE~~our ~~REVENUES,~~future ~~WHICH~~business ~~COULD~~prospects ~~RESULT~~and INmake ~~THE~~decisions ~~SUSPENSION~~based ORon ~~END~~those ~~OF OUR~~estimates ~~OPERATIONS~~of our future performance.

We ~~were incorporated~~do onnot ~~August~~have ~~13,~~any ~~2010~~substantial ~~and~~operating wehistory, ~~have~~which ~~not~~makes ~~realized~~it ~~any~~impossible ~~revenues~~ to ~~date. We~~evaluate ~~have~~our ~~very~~business ~~little~~on ~~operating~~the ~~history~~basis ~~upon~~of ~~which~~historical anoperations. Our ~~evaluation~~business ofcarries ~~our~~both ~~future success~~known orand ~~failure~~unknown ~~can~~risks. beAs ~~made.~~a ~~Our~~consequence, ~~ability~~our topast ~~achieve~~results ~~and~~may ~~maintain profitability~~not ~~and~~be ~~positive~~indicative ~~cash~~of ~~flow~~future isresults. ~~dependent~~Although ~~upon~~this ~~the~~is ~~completion~~true offor ~~this offering~~any ~~and~~business, ~~our~~it ~~ability~~is toparticularly ~~generate~~true ~~revenues~~for ~~through~~us ~~sales~~because of our ~~products~~ lacking any profitable operating history.

~~Based upon~~- ~~current~~3 plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues may cause us to go out of business.-

WEWe ~~ARE~~might ~~A NEW~~not ~~COMPANY~~succeed ~~WITH~~in NOour ~~OPERATING~~strategies ~~HISTORY~~for ~~AND~~acquisitions WEand ~~FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT~~dispositions.

From time to time, we may attempt to acquire or invest in additional businesses. We ~~are~~expect ~~a development~~to ~~stage~~continue ~~company~~to ~~formed~~seek ~~recently~~acquisition and investment opportunities that we believe will increase long-term shareholder value, but we may not be able to ~~carry~~find ~~out~~and ~~the~~purchase ~~activities~~businesses ~~described in~~at ~~this~~acceptable ~~prospectus~~prices and ~~thus~~terms. ~~have~~Acquisitions ~~only~~involve arisks ~~limited~~and ~~operating~~uncertainties, ~~history~~including ~~upon~~potential ~~which~~difficulties ~~an evaluation~~integrating acquired brands and personnel; the possible loss of ~~its~~key ~~prospectus~~customers ~~can~~or beemployees ~~made~~most knowledgeable about the acquired business; implementing and maintaining consistent U.S. Wepublic ~~were~~company ~~incorporated~~standards, oncontrols, ~~August~~procedures, 13policies, ~~2010~~ and information systems; exposure to ~~date~~unknown ~~have~~liabilities; ~~been~~business ~~involved~~disruption; ~~primarily~~and management distraction. Acquisitions, investments, or joint ventures could also lead us to incur additional debt and related interest expenses, issue additional shares, and become exposed to contingent liabilities, as well as lead to dilution in ~~the~~our ~~development~~earnings ofper share and reduction in our ~~business plan~~return on average invested capital. We ~~have~~could ~~limited~~incur ~~business~~future ~~operations.~~restructuring ~~Thus,~~charges ~~there~~or isrecord noimpairment ~~internal~~losses on the value of goodwill or ~~industry-based~~ ~~historical~~other ~~financial~~intangible ~~data~~assets ~~upon~~resulting from previous acquisitions, which tomay ~~estimate~~also negatively affect our ~~planned operating~~financial ~~expenses~~results.

We ~~expect that~~also ~~our~~evaluate ~~results~~from oftime ~~operations~~to ~~may~~time ~~also~~the ~~fluctuate~~potential ~~significantly~~disposition inof ~~the~~assets ~~future~~or ~~as a~~businesses ~~result~~that ofmay ano ~~variety~~longer ofmeet ~~market~~our ~~factors~~growth, ~~including~~return, ~~among~~or ~~others~~strategic objectives. In selling assets or businesses, ~~the~~we ~~entry~~may ~~of new~~not ~~competitors~~get ~~offering~~prices aor ~~Coral~~terms ~~Farm~~as ~~harvested~~favorable ~~product;~~as ~~the~~we ~~availability~~anticipated. ~~of motivated~~We ~~and~~could ~~qualified~~also ~~personnel;~~encounter ~~the~~difficulty ~~initiation~~in finding buyers on acceptable terms in a timely manner, ~~renewal~~which orcould ~~expiration~~delay our accomplishment of ~~our customer~~strategic ~~base;~~objectives. ~~pricing~~Expected ~~changes~~cost bysavings from reduced overhead relating to the ~~Company~~sold orassets ~~its~~may ~~competitors~~not materialize, ~~specific economic~~and ~~conditions~~the inoverhead ~~the~~reductions ~~Coral~~could ~~market~~temporarily ~~and~~disrupt ~~general~~our ~~economic~~other ~~conditions~~business operations. ~~Accordingly,~~ ~~our~~Any ~~future~~of ~~sales~~these ~~and~~outcomes ~~operating~~could ~~results~~negatively ~~are~~affect ~~difficult~~our ~~to forecast~~financial performance.

AsWe ofrecently ~~the date~~underwent ofa ~~this~~change ~~prospectus~~in management, weand ~~have~~the ~~earned~~current nomanagement ~~revenue.~~has ~~Failure~~no toexperience ~~generate~~in ~~revenue will~~operating ~~cause~~a usretail tofish gostore ~~out~~and ofcoral ~~business,~~farm ~~which~~facility ~~could~~prior ~~result~~to injoining the ~~complete loss of your investment~~Company.

7We underwent a change in management December 1, 2013. The new director and sole executive officer of the Company was not previously an employee of or otherwise involved in the management of the Company. While Ms. Palmer has prior business experience, she had no prior experience operating a retail fish store and coral farm facility before joining us.

~~BECAUSE OUR~~One ~~CURRENT~~of ~~OFFICER~~our ~~AND~~stockholders ~~DIRECTOR~~has ~~DOES~~the ~~NOT~~ability ~~HAVE~~to ~~SIGNIFICANT~~significantly ~~EXPERIENCE~~influence ~~IN STARTING~~any Amatters ~~CORAL~~to ~~FARM~~be ~~COMPANY~~decided ~~AND~~by ~~SINCE~~the ~~THIS IS A FARMING OPERATION~~stockholders, IFwhich ~~ALL CONDITIONS~~may ~~ARE~~prevent ~~NOT~~or ~~RIGHT,~~delay ~~OUR~~a ~~CROP~~change ~~COULD~~in ~~FAIL.~~control WEof ~~ALSO~~our ~~LACK CUSTOMERS AND SUPPLIERS, OUR BUSINESS HAS A HIGHER RISK OF FAILURE~~company.

~~Although our~~Essen ~~Chief~~Enterprises, ~~Executive~~Inc., ~~Officer~~a ~~and~~Panama ~~Director~~corporation, ~~has~~currently ~~extensive~~owns ~~business~~approximately ~~experience~~61.68% ~~in Coral,~~of heour ~~does~~common ~~not~~stock ~~have~~and ~~experience~~100% inof ~~developing~~our aSeries ~~Coral~~E ~~Farm~~preferred orstock. inAs ~~the development~~holder of athe ~~Website~~Series ~~for~~E ~~e-commerce~~preferred stock Essen Enterprises, Inc. ~~Additionally~~is entitled, wevoting ~~currently~~separately ~~have~~as ~~no contracts~~a orsingle ~~agreements~~class, ~~with~~to ~~customers~~vote ordouble ~~suppliers~~the number of ~~our~~all ~~intended~~other ~~products. Therefore,~~voting ~~without~~shares ~~this~~resulting ~~experience,~~in ~~contracts~~2/3rds orof ~~suppliers~~all votes. As a result, ~~our~~it ~~management's business~~could ~~experience~~exert ~~may~~considerable ~~not~~influence beover ~~enough~~the tooutcome ~~effectively~~of ~~start-up~~any ~~and~~corporate ~~maintain~~matter submitted to our ~~company.~~ Asstockholders afor ~~result~~approval, including the ~~implementation~~election of ~~our~~directors ~~business~~and ~~plan~~any ~~may~~transaction bethat ~~delayed~~might cause a change in control, such as a merger or ~~eventually~~ acquisition. Any stockholders in favor of a matter that is opposed by this stockholder cannot overrule the vote of Essen Enterprises, ~~unsuccessful~~Inc.

~~BECAUSE WE~~Kimberly ~~ARE~~Palmer ~~SMALL~~is ~~AND~~our DOsole ~~NOT~~director ~~HAVE~~and ~~MUCH~~officer ~~CAPITAL,~~and WEthe ~~MUST~~loss ~~LIMIT~~of ~~OUR MARKETING ACTIVITIES~~Ms. ASPalmer Acould ~~RESULT,~~adversely ~~OUR~~affect ~~SALES~~our ~~MAY NOT BE ENOUGH TO OPERATE PROFITABLY~~business. ~~IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS~~

~~Due~~Since ~~to the~~Ms. ~~fact~~Palmer weis ~~are~~currently ~~small~~our ~~and~~sole dodirector ~~not~~and ~~have much capital~~officer, weif ~~must~~she ~~limit~~were ~~our marketing activities~~ to ~~potential~~die, ~~customers~~become ~~having~~disabled, ~~the~~or ~~likelihood~~leave ~~of purchasing~~ our ~~products.~~ Wecompany, ~~intend~~we towould ~~generate~~be ~~revenue~~forced ~~through~~to ~~the~~retain ~~sale~~individuals ofto ~~our~~replace ~~products~~her. ~~Because~~ weThere ~~will~~is beno ~~limiting~~assurance ~~the~~that ~~scope of our marketing activities,~~ we ~~may~~can ~~not~~find ~~be able~~suitable persons to ~~generate~~replace ~~enough~~her ~~sales~~if tothat ~~operate~~becomes ~~profitably~~necessary. IfWe wehave ~~cannot~~no ~~operate profitably,~~“Key weMan” ~~may~~life ~~have~~insurance toat ~~suspend~~this ~~or cease operations~~time.

~~OUR PRODUCTS~~Risks ~~MAY~~relating ~~NOT~~to ~~FIND~~our ~~ACCEPTANCE~~retail INfish ~~RETAIL~~store ~~STORE~~and ~~ESTABLISHMENTS,~~coral ~~ON-LINE RETAILERS~~farm ~~AND OUR INTENDED WEBSITE.~~business

WeChanges ~~are a new company with no established visibility or recognition~~ in ~~the~~consumer ~~CORAL~~preferences ~~industry. We~~and ~~anticipate our Coral products to be positioned at a moderate price point. However~~purchases, ~~since our brand is not established~~ and our ~~products~~ability ~~are not going~~ to ~~be recognized~~anticipate ~~within~~and ~~the~~react ~~industry, we may have trouble placing our products with retailers. If we are not able~~ to ~~have our products sold at these retailers and our intended website~~them, wecould ~~may~~negatively ~~not~~affect ~~be able to generate revenues and~~ our business ~~plan~~ ~~may fail~~results.

~~OUR OPERATING~~We ~~RESULTS~~are ~~MAY~~a ~~PROVE~~consumer ~~UNPREDICTABLE~~products ~~WHICH~~company ~~COULD~~in ~~NEGATIVELY~~a ~~AFFECT~~highly ~~OUR PROFIT~~competitive market, and our success depends on our continued ability to offer consumers appealing, high-quality products. Consumer preferences and purchases may shift due to a host of factors, many of which are difficult to predict, including changes in economic conditions, demographic and social trends, public health policies and initiatives, changes in government regulation of our products, and changes in environmental trends.

~~Our operating~~Production ~~results~~facility ~~are~~disruption ~~likely~~could toadversely ~~fluctuate~~affect ~~significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause~~ our ~~operating~~ results to fluctuate significantly include: our inability to generate enough working capital from future equity sales; the level of commercial acceptance by retailers and consumers of our products; fluctuations in the demand for Coral products; the amount and timing of operating costs and capital expenditures relating to expansion of our business~~, operations and infrastructure and general economic conditions~~.

~~If realized~~Our retail fish store and coral farm facility is at a single location. A catastrophic event causing physical damage, disruption, or failure at our distillation or bottling facilities could adversely affect our business. A consequence of any of these ~~risks~~or other supply or supply chain disruptions could ~~have~~be our inability to meet consumer demand for the affected products for a ~~material~~period ~~adverse~~of ~~effect~~time. onIn addition, insurance proceeds may be insufficient to cover the replacement value of our inventory of maturing products and other assets if they were to be lost. Disaster recovery plans may not prevent business disruption, ~~financial~~and ~~condition~~reconstruction ~~and~~of ~~operating~~any ~~results~~damaged facilities could require a significant amount of time.

~~OUR~~- ~~SOLE OFFICER~~4 ~~AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO OUR OPERATIONS, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN BUSINESS FAILURE~~-

~~Mr. Foxwell,~~The ~~our~~inherent ~~sole~~uncertainty ~~officer~~in ~~and~~supply/demand ~~director,~~forecasting ~~has~~could ~~other~~adversely ~~outside~~affect ~~business activities and is devoting approximately 10-25 hours per week to~~ our ~~operations.~~business, ~~Our operations~~particularly ~~may~~with berespect ~~sporadic and occur at times which are not convenient~~ to ~~Mr. Foxwell, which may result in periodic interruptions or suspensions of~~ our ~~business~~ ~~plan.~~aged ~~Such delays could have a significant negative effect on the success of the business~~products.

~~KEY MANAGEMENT~~The ~~PERSONNEL~~forecasting ~~MAY~~strategies ~~LEAVE~~we ~~THE~~use ~~COMPANY~~to ~~WHICH~~balance ~~COULD~~product ~~ADVERSELY~~supply ~~AFFECT~~with ~~THE ABILITY~~fluctuations OFin ~~THE~~consumer ~~COMPANY~~demand TOmay ~~CONTINUE~~not ~~OPERATIONS~~be effective for particular years, products, or markets. We cannot be sure that we will be successful in using various levers, such as price, to create the desired balance of available supply and consumer demand for particular years, products, or markets. As a consequence, we may be unable to meet consumer demand for the affected products for a period of time. Furthermore, not having our products in the market on a consistent basis may adversely affect our brand equity and future sales.

~~Because we~~Higher ~~are~~costs ~~entirely dependent on the efforts of its sole officer and director, his departure~~ or ~~the~~unavailability ~~loss~~ of ~~other~~materials ~~key personnel in the future,~~ could ~~have~~adversely ~~a material~~affect ~~adverse~~our ~~effect~~financial onresults, ~~the~~as ~~business.~~could Weour ~~believe~~inability ~~that all commercially reasonable efforts have been made~~ to ~~minimize~~obtain ~~the~~certain ~~risks~~finished ~~attendant with the departure by key personnel from service~~goods.

8Weather, the effects of climate change, diseases, and other agricultural uncertainties that affect the mortality, health, yield, quality, or price of the various raw materials used in our products also present risks for our business, including in some cases potential impairment in the recorded value of our inventory. Changes in weather patterns or intensity can disrupt our supply chain as well, which may affect production operations, insurance costs and coverage, as well as the timely delivery of our products to customers.

~~However, there~~We isface nosubstantial ~~guarantee~~competition ~~that~~in ~~replacement~~our ~~personnel~~industry, ifand ~~any~~wholesalers, ~~will~~or ~~help~~big ~~the~~retailers, ~~Company~~ or changes to ~~operate~~our ~~profitably.~~route-to-consumer Wemodel, docould ~~not~~hinder ~~maintain~~the ~~key~~marketing, ~~person~~sale, ~~life~~or ~~insurance~~distribution onof our ~~sole officer and director~~products.

IFConsolidation ~~OUR COMPANY~~among ISfish ~~DISSOLVED~~farmers, ITdistributors, ISwholesalers, ~~UNLIKELY~~or ~~THAT~~retailers ~~THERE~~could ~~WILL~~create BEa ~~SUFFICIENT~~more ~~ASSETS REMAINING~~challenging TOcompetitive ~~DISTRIBUTE~~landscape TOfor ~~OUR~~our ~~SHAREHOLDERS~~products. Consolidation at any level could hinder the distribution and sale of our products as a result of reduced attention and resources allocated to our brands both during and after transition periods, because our brands might represent a smaller portion of the new business portfolio. Expansion into new product categories by other suppliers, or innovation by new entrants into the market, could increase competition in our product categories. Changes to our route-to-consumer models could result in temporary or longer-term sales disruption, could result in higher implementation-related or fixed costs, and could negatively affect other business relationships we might have with that partner. Distribution network disruption or fluctuations in our product inventory levels at distributors, wholesalers, or retailers could negatively affect our results for a particular period. Further, while we currently believe we have sufficient scale to succeed relative to our major competitors, we nevertheless face a risk that continuing consolidation of large retailers could put us at a competitive disadvantage.

InOur ~~the event~~competitors ofmay ~~the~~respond ~~dissolution~~to ofindustry ~~our~~and ~~company~~economic conditions more rapidly or effectively than we do. Other suppliers, ~~the~~as ~~proceeds~~well ~~realized~~as ~~from~~wholesalers ~~the liquidation~~and retailers of our ~~assets~~brands, ifoffer ~~any~~products that compete directly with ours for shelf space, ~~will~~promotional bedisplays, ~~used~~and ~~primarily~~consumer topurchases. ~~pay~~Pricing ~~the~~(including ~~claims~~price ~~of our~~promotions, ~~creditors~~discounting, ifcouponing, ~~any~~and free goods), ~~before~~marketing, ~~there~~new ~~can~~product beintroductions, ~~any~~entry into our distribution tonetworks, ~~the~~and ~~shareholders. In~~other ~~that~~competitive ~~case~~behavior by other suppliers, ~~the~~and ~~ability~~by ofwholesalers ~~purchasers~~and ofretailers ~~the~~who ~~offered~~sell ~~shares~~their toproducts ~~recover~~against ~~all~~ours, ~~or any~~could ~~portion~~adversely affect our sales, margins, and profitability. While we seek to take advantage of the efficiencies and opportunities that large retail customers can offer, large retail customers often seek lower pricing and purchase ~~price~~volume ~~for~~flexibility, ~~the~~offer ~~offered~~own-label ~~shares~~competing ~~will~~products, ~~depend~~and onrepresent ~~the amount~~a large number of ~~funds~~other ~~realized~~competing ~~and~~products. ~~the~~If ~~claims~~their leverage continues to beincrease, ~~satisfied~~it ~~there~~could ~~from~~negatively affect our financial results.

IFOur WEbusiness ~~ARE UNABLE~~operations TOmay ~~GAIN~~be ~~ANY~~adversely ~~SIGNIFICANT~~affected ~~MARKET~~by ~~ACCEPTANCE~~social, ~~FOR~~political ~~OUR~~and ~~PRODUCTS~~economic ORconditions ~~ESTABLISH~~affecting ~~A SIGNIFICANT~~market ~~MARKET~~risks ~~PRESENCE,~~the WEdemand ~~MAY~~for BEand ~~UNABLE~~pricing TOof ~~GENERATE~~our ~~SUFFICIENT~~products. ~~REVENUE~~These ~~TO CONTINUE~~risks ~~OUR BUSINESS~~include:

~~Our growth~~· ~~strategy~~Unfavorable iseconomic ~~substantially~~conditions, ~~dependent~~and ~~upon~~related ~~our~~low ~~ability~~consumer toconfidence, ~~farm~~high ~~and~~unemployment, ~~market our~~weak ~~products~~credit ~~successfully~~or tocapital ~~prospective~~markets, ~~customers.~~sovereign ~~However~~debt defaults, ~~our~~sequestrations, ~~planned products~~austerity ~~may~~measures, ~~not~~higher ~~achieve~~interest ~~significant~~rates, ~~acceptance.~~political ~~Such~~instability, ~~acceptance~~higher inflation, ifdeflation, ~~achieved~~lower returns on pension assets, ~~may~~ ~~not~~or belower ~~sustained~~discount rates for ~~any~~pension ~~significant~~obligations ~~period~~· Changes in laws, regulations, or policies – especially those that affect the production, importation, marketing, or sale of ~~time.~~our ~~Failure~~fish · Dependence upon the continued growth of our ~~products to~~family ~~achieve~~of brands · Production facility or ~~sustain~~supply ~~market~~chain ~~acceptance~~disruption ~~could~~· ~~have~~Imprecision ain ~~material~~supply/demand ~~adverse~~forecasting ~~effect~~· ~~on our~~Higher ~~business~~costs, ~~financial~~lower ~~conditions~~quality, ~~and~~or ~~the~~unavailability ~~results~~ of ~~our operations.~~energy, input materials, labor, or finished goods

~~MANAGEMENT'S ABILITY~~- TO5 ~~IMPLEMENT THE BUSINESS STRATEGY MAY BE SLOWER THAN EXPECTED AND WE MAY BE UNABLE TO GENERATE A PROFIT~~-

~~Our~~· ~~plans include~~Route-to-consumer ~~obtaining~~changes ~~business~~that ~~from~~affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result in higher implementation-related or fixed costs · Inventory fluctuations in our products by distributors, wholesalers, or retailers ~~which~~· ~~may~~Competitors’ ~~not~~consolidation ~~occur.~~or ~~Our~~other ~~growth strategy~~competitive isactivities, ~~subject~~such as pricing actions (including price reductions, promotions, discounting, couponing, or free goods), marketing, category expansion, product introductions, or entry or expansion in our geographic markets or distribution networks · Risks associated with acquisitions, dispositions, business partnerships, or investments – such as acquisition integration, or termination difficulties or costs, or impairment in recorded value · Insufficient protection of our intellectual property rights · Product recalls or other product liability claims; product counterfeiting, tampering, or product quality issues · Significant legal disputes and proceedings; government investigations (particularly of industry or company business, trade or marketing practices) · Failure or breach of key information technology systems · Negative publicity related to ~~significant~~our ~~risks~~company, ~~which~~brands, ~~you~~marketing, ~~should~~personnel, ~~carefully~~operations, ~~consider before~~business ~~purchasing~~performance, ~~the~~or ~~shares~~prospects we· ~~are~~Business ~~offering.~~disruption, decline, or costs related to organizational changes, reductions in workforce, or other cost-cutting measures, or our failure to attract or retain key executive or employee talent

~~Although we~~We ~~plan~~require onsubstantial ~~Farming~~funds ~~our products carefully, the products may be slow~~ to ~~achieve profitability,~~produce orand ~~may~~market ~~not~~our ~~become~~fish ~~profitable~~and ~~at all, which will result in losses~~coral. ~~There can be no assurance that we will succeed.~~

WeDevelopment ~~may~~and ~~be unable~~marketing toof ~~enter~~our ~~into~~retail ~~its~~fish ~~intended~~store ~~markets~~and ~~successfully.~~coral ~~The~~farm ~~factors~~facility ~~that~~depends ~~could affect~~upon ~~our~~the ~~growth~~results ~~strategy~~of ~~include~~marketing ~~our~~programs, ~~success~~feasibility ~~in(a)Successfully~~studies ~~developing~~and the ~~Coral~~ ~~Farm~~recommendations ~~(b)obtaining~~of ~~orders~~qualified ~~from~~professionals. ~~retail~~Such ~~stores,~~activities ~~on-line~~require ~~retailers~~substantial ~~and~~funding. ~~our intended~~Before ~~website~~deciding ~~(c)~~to ~~obtaining~~produce ~~adequate~~and ~~financing~~market onfish ~~acceptable~~and ~~terms,~~coral ~~and~~at ~~(d) adapting~~retail, ~~our~~we ~~internal~~must ~~controls~~consider ~~and~~several ~~operating~~significant ~~procedures~~factors, toincluding, ~~accommodate~~but ~~our future~~not ~~growth.~~limited to:

~~Our systems,~~· ~~procedures~~Costs ~~and~~of ~~controls~~bringing ~~may~~the ~~not~~products beinto ~~adequate~~production; to· ~~support~~Availability ~~the~~and ~~expansion~~costs of ~~our~~ ~~business~~financing; ~~operations.~~· ~~Significant~~Ongoing ~~growth~~costs ~~will place managerial demands on all aspects~~ of ~~our~~production; ~~operations.~~· ~~Our~~Market ~~future~~prices ~~operating~~for ~~results~~the ~~will~~products ~~depend substantially~~to ~~upon~~be ~~our~~produced; ~~ability~~· toEnvironmental ~~manage~~compliance ~~changing~~regulations ~~business conditions~~ and ~~to implement~~restraints; and ~~improve~~· ~~our~~Political ~~technical,~~climate ~~administrative~~ and/or ~~financial~~governmental ~~controls~~regulation and ~~reporting~~ ~~systems~~control.

IFRisks WErelated ~~ARE UNABLE~~to TOour ~~MANAGE~~common ~~OUR FUTURE GROWTH OUR BUSINESS COULD BE HARMED~~stock

IfWe ~~the Company~~lack ~~experiences~~an ~~significant~~established ~~growth~~trading inmarket ~~the~~for ~~foreseeable~~our ~~future~~common stock, ~~its~~and ~~growth~~you may ~~place~~ abe ~~significant~~unable ~~strain on management, financial, operating and technical resources. Failure~~ to ~~manage~~sell ~~growth~~your ~~effectively~~common ~~could~~stock ~~have~~at aattractive ~~material~~prices ~~adverse effect on the Company's financial condition~~ or ~~the~~at ~~results of its operations~~all.

~~Since inception~~There onis ~~August~~currently ~~13,~~a ~~2010~~limited totrading ~~August~~market ~~31,~~for ~~2010,~~our wecommon ~~have~~stock ~~spent~~in athe ~~total~~OTCQB ~~of approximately~~under ~~$2,088~~the onsymbol ~~start-up costs~~“RBCC.” WeThere ~~have~~can ~~not~~be ~~generated~~no assurances given that an established public market will be obtained for our common stock or that any ~~revenue~~public ~~from business~~market ~~operations~~will last. ~~All~~As ~~proceeds~~a ~~currently~~result, ~~held~~we bycannot usassure ~~are~~you ~~the~~that ~~result~~you ofwill ~~the sale~~be ofable to sell your common stock toat ~~its~~attractive ~~officer~~prices or at all.

~~OUR PRODUCT~~The ~~MAY~~market ~~NOT~~price BEfor ~~ABLE~~our TOcommon ~~DISTINGUISH~~stock ~~ITSELF~~may INbe ~~THE~~highly ~~MARKET AND WE MAY BE UNABLE TO ATTRACT ENOUGH CUSTOMERS TO OPERATE PROFITABLY, WITHOUT A PROFIT WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS~~volatile.

~~Our product~~The ~~will target the pet store/aquarium~~ market. Ifprice wefor ~~are~~our ~~unable~~common ~~to demonstrate~~stock ~~clearly~~may ~~the~~be ~~concept~~highly ~~that~~volatile. ~~makes~~A ~~our~~variety ~~products~~of ~~unique~~factors ~~to potential customers, they~~ may ~~not~~have ~~purchase~~a ~~the~~significant ~~product.~~impact Ifon the ~~public~~market ~~doesn't~~price ~~acknowledge the singularity and innovation~~ of our ~~products~~common stock, ~~we may be unable to attract enough customers.~~including:

9- 6 -

WE· ~~MAY~~the ~~BE UNABLE~~publication TOof ~~MAKE~~earnings ~~NECESSARY~~estimates ~~ARRANGEMENTS~~or ATother ~~ACCEPTABLE~~research ~~COST~~reports and speculation in the press or investment community; · changes in our industry and competitors; · our financial condition, WEresults ~~MAY~~of ~~HAVE~~operations TOand ~~SUSPEND OR~~prospects; ~~CEASE~~· ~~OPERATIONS~~any ~~ENTIRELY~~future ~~WHICH~~issuances ~~COULD~~of ~~RESULT~~our INcommon Astock, ~~TOTAL~~which ~~LOSS~~may OFinclude ~~YOUR INVESTMENT~~primary offerings for cash, and the grant or exercise of stock options from time to time; · general market and economic conditions; and · any outbreak or escalation of hostilities, which could cause a recession or downturn in our economy.

~~Because we~~We ~~are~~may abe ~~small~~subject ~~business,~~to ~~with~~shareholder ~~limited assets~~litigation, wethereby ~~are~~diverting ~~not in a position to assume unanticipated costs and expenses. If we have to make changes in~~ our ~~structure~~resources ~~or are faced with circumstances~~ that ~~are beyond our ability to afford, we~~ may have to ~~suspend~~a ~~operations~~material oreffect ~~cease~~on ~~operations~~our ~~entirely~~profitability ~~which~~and ~~could~~results ~~result in a total loss~~ of ~~your investment~~operations.

~~COMPETITORS MAY~~As ~~ENTER~~discussed ~~THIS~~in ~~SECTOR~~the ~~WITH~~preceding ~~SUPERIOR~~risk ~~PRODUCTS~~factors, ~~INFRINGING~~the ~~OUR~~market ~~CUSTOMER~~for ~~BASE~~our common shares is characterized by significant price volatility when compared to seasoned issuers, ~~AND AFFECTING~~and ~~OUR~~we ~~BUSINESS~~expect ~~ADVERSELY~~that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may become the target of similar litigation. Securities litigation will result in substantial costs and liabilities and will divert management’s attention and resources.

WeOur ~~have identified~~future asales ~~market~~of ~~opportunity~~common ~~for~~stock ~~our~~by ~~products.~~management ~~Competitors may enter this sector with superior products, service, conditions~~ and~~/or~~ ~~benefits.~~other ~~This~~stockholders ~~would infringe~~may ~~on our customer base,~~ have an adverse ~~affect~~effect ~~upon~~on ~~our~~the ~~business~~then ~~and~~prevailing ~~the results~~market price of our ~~operations~~common stock.

~~SINCE~~In ~~OUR SOLE~~the ~~OFFICER~~event ~~AND~~a ~~DIRECTOR~~public ~~CURRENTLY~~market ~~OWNS~~for ~~100%~~our OFcommon ~~THE~~stock ~~OUTSTANDING~~is ~~COMMON~~sustained ~~STOCK~~in the future, ~~INVESTORS~~ ~~MAY~~sales ~~FIND~~of ~~THAT~~our ~~HIS~~common ~~DECISIONS~~stock ~~ARE~~may ~~CONTRARY~~be TOmade ~~THEIR~~by ~~INTERESTS~~holders ~~YOU~~of ~~SHOULD NOT~~our ~~PURCHASE~~public ~~SHARES~~float ~~UNLESS~~or ~~YOU~~by ~~ARE~~holders ~~WILLING~~of TOrestricted ~~ENTRUST~~securities ~~ALL~~in ~~ASPECTS~~compliance OFwith ~~MANAGEMENT TO~~the ~~OUR~~provisions ~~SOLE~~of ~~OFFICER~~Rule ~~AND~~144 ~~DIRECTOR~~of the Securities Act of 1933. In general, ORunder ~~HIS~~Rule ~~SUCCESSORS~~144, a non-affiliated person who has satisfied a six-month holding period in a company registered under the Securities Exchange Act of 1934, as amended, may, sell their restricted common stock without volume limitation, so long as the issuer is current with all reports under the Exchange Act in order for there to be adequate common public information. Affiliated persons may also sell their common shares held for at least six months, but affiliated persons will be required to meet certain other requirements, including manner of sale, notice requirements and volume limitations. Non-affiliated persons who hold their common shares for at least one year will be able to sell their common stock without the need for there to be current public information in the hands of the public. Future sales of shares of our public float or by restricted common stock made in compliance with Rule 144 may have an adverse effect on the then prevailing market price, if any, of our common stock.

~~Our~~We ~~sole officer~~do ~~and~~not ~~director,~~expect Louis W. Foxwell, owns 9,000,000 shares of common stock representing 100% of our outstanding stock. Mr. Foxwell will own 9,000,000 shares of our common stock after this offering is completed representing 78% of our outstanding shares, assuming all securities are sold. As a result, he will have control of us even if the full offering is subscribed for and be able to ~~choose~~ ~~all~~pay ofcash ~~our~~dividends ~~directors.~~in ~~His interests may differ from~~ the ~~ones~~foreseeable ~~of other stockholders~~future. Factors that could cause his interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he is able to devote to us.

~~All decisions~~We ~~regarding~~do ~~the~~not ~~management~~anticipate ofpaying cash dividends on our ~~affairs~~common ~~will~~stock bein ~~made~~the ~~exclusively~~foreseeable ~~by him~~future. ~~Purchasers~~We ofmay ~~the~~not ~~offered~~have ~~shares~~sufficient ~~may~~funds ~~not~~to ~~participate~~legally inpay ~~our~~dividends. ~~management~~Even ~~and, therefore,~~if funds are ~~dependent~~legally ~~upon~~available ~~his~~to ~~management~~pay ~~abilities.~~dividends, ~~The~~we ~~only~~may ~~assurance~~nevertheless ~~that~~ decide in our ~~shareholders,~~sole ~~including~~discretion ~~purchasers~~not ofto ~~the~~pay ~~offered~~dividends. ~~shares~~The declaration, ~~have~~payment ~~that~~and ~~our~~amount ~~sole officer~~of ~~and~~any ~~director~~future dividends will ~~not~~be ~~abuse~~made ~~his~~at the discretion inof ~~executing~~ our ~~business affairs~~board of directors, isand ~~his~~will ~~fiduciary~~depend ~~obligation~~upon, ~~and~~among ~~business~~other ~~integrity.~~things, ~~Such~~the ~~discretionary powers~~results ~~include~~of our operations, ~~but~~cash ~~are~~flows ~~not~~and ~~limited~~financial tocondition, ~~decisions~~operating ~~regarding~~and ~~all~~capital ~~aspects~~requirements, ~~of business~~and ~~operations,~~other ~~corporate~~factors ~~transactions~~our ~~and~~board ~~financing.~~of Mrdirectors may consider relevant. ~~Foxwell~~There ~~also~~is ~~has the~~no ~~ability~~assurance tothat ~~accomplish~~we orwill ~~ratify~~pay ~~actions~~any atdividends in the ~~shareholder~~future, ~~level~~and, ~~which~~if ~~would otherwise~~dividends ~~implicate~~are ~~his~~paid, ~~fiduciary~~there ~~duties~~is ifno ~~done~~assurance aswith ~~one~~respect ofto the ~~members~~amount of ~~our board~~any ofsuch ~~directors~~dividend.

~~Accordingly, no~~As ~~person~~a ~~should~~public ~~purchase~~company, ~~the~~we ~~offered~~are ~~shares~~subject ~~unless willing~~ to ~~entrust~~complex ~~all aspects~~legal ~~of management to the sole officer~~ and ~~director,~~accounting orrequirements ~~his~~that ~~successors. Potential~~will ~~purchasers~~require ofus ~~the~~to ~~offered~~incur ~~shares~~significant ~~must~~expenses ~~carefully~~and ~~evaluate~~will ~~the~~expose ~~personal experience~~us ~~and~~to ~~business~~risk ~~performance~~ of ~~our management~~non-compliance.

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

~~THERE~~- ~~IS SUBSTANTIAL~~7 ~~UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN~~-

InCompliance ~~their audit~~with ~~report~~changing ~~dated~~regulation September 23, 2010; our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officer may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital within 18 months of ~~the~~corporate ~~effective~~governance ~~date of this registration statement, we may be required to suspend or cease the implementation of our business plan. Due to the fact that there is no minimum investment~~ and nopublic ~~refunds~~disclosure onwill ~~sold~~result ~~shares, you may be investing~~ in aadditional ~~company~~expenses ~~that will not have the funds necessary to develop its business strategies. As such we may have to cease operations~~ and ~~you~~pose ~~could~~challenges ~~lose your~~for ~~entire~~our ~~investment~~management. See the "September 23, 2010 Audited Financial Statements - Auditors Report". Because we have been issued an opinion by its auditor that substantial doubt exists as to whether we can continue as a going concern it may be more difficult to attract investors.

10Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

~~THE ENACTMENT~~We OFwill ~~THE~~need ~~SARBANES-OXLEY~~to ~~ACT~~raise ~~MAY~~substantial ~~MAKE~~additional ITcapital ~~MORE~~in ~~DIFFICULT~~the ~~FOR~~future USto TOfund ~~RETAIN OR~~our ~~ATTRACT~~operations ~~OFFICERS~~and ~~AND~~we ~~DIRECTORS,~~may ~~WHICH~~be ~~COULD~~unable ~~INCREASE~~to ~~OUR~~raise ~~OPERATING~~such ~~COSTS~~funds ~~OR PREVENT~~when USneeded ~~FROM~~and ~~BECOMING~~on ~~PROFITABLE~~acceptable terms.

The ~~Sarbanes-Oxley~~ ~~Act~~extent ofto ~~2002~~which (we utilize the ~~"Sarbanes-Oxley~~Terra ~~Act")~~First ~~was~~Investment ~~enacted~~Agreement inas ~~response~~a ~~to public~~source ~~concern~~of ~~regarding~~funding ~~corporate~~will ~~accountability~~depend inon ~~the~~a ~~wake~~number of afactors, ~~number~~including the prevailing market price of ~~accounting~~ ~~scandals.~~our ~~The~~common ~~stated~~stock, ~~goals~~the volume of trading in our common stock and the ~~Sarbanes-Oxley~~extent ~~Act~~to which we are able to ~~increase corporate~~secure ~~responsibility,~~funds ~~provide~~from ~~enhanced~~other ~~penalties~~sources. ~~for~~The ~~accounting~~number ~~and~~of ~~auditing improprieties~~shares atthat ~~publicly~~we ~~traded~~may ~~companies~~sell ~~and~~to ~~protect~~Terra ~~investors~~First byunder ~~improving~~ the ~~accuracy~~Terra First Investment Agreement on any given day and ~~reliability~~during the term of ~~corporate~~the ~~disclosure~~agreement ~~pursuant~~is limited. See “Description of Securities to ~~applicable securities~~be ~~laws~~Registered” section of this prospectus for additional information. ~~The~~Additionally, ~~Sarbanes-Oxley~~we ~~Act~~and ~~applies~~Terra toFirst ~~all~~may ~~companies~~not ~~that~~effect ~~file~~any ~~or are~~sales ~~required~~of toshares ~~file~~of ~~periodic~~our ~~reports~~common ~~with~~stock under the ~~SEC~~Terra ~~under~~First Investment Agreement during the ~~Securities~~continuance ~~Exchange Act~~of an event of ~~1934~~default. (Even if we are able to access the ~~"Exchange~~full ~~Act")~~$5 million under the Terra First Investment Agreement, we will still need additional capital to fully implement our business, operating and development plans.

~~Upon becoming~~When awe ~~public~~elect ~~company~~to raise additional funds or additional funds are required, we ~~will~~may beraise ~~required~~such funds from time to ~~comply~~time ~~with~~through ~~the~~public ~~Sarbanes-Oxley Act.~~or ~~Since~~private ~~the~~equity ~~enactment~~offerings, ofdebt ~~the~~financings, ~~Sarbanes-Oxley~~corporate ~~Act~~collaboration ~~has~~and ~~resulted~~licensing inarrangements ~~the imposition~~or ofother afinancing ~~series~~alternatives, ofas ~~rules~~well ~~and~~as ~~regulations~~through bysales ~~the~~of ~~SEC~~common ~~that~~stock ~~increase~~to Terra First under the ~~responsibilities~~ ~~and~~Terra ~~liabilities~~First ofInvestment ~~directors~~Agreement. ~~and~~Additional ~~executive~~equity ~~officer,~~or ~~the perceived~~debt ~~increased~~financing ~~personal~~or ~~risk~~corporate ~~associated~~collaboration ~~with~~and ~~these~~licensing ~~changes~~arrangements may ~~deter qualified~~not ~~individuals~~be ~~from~~available ~~accepting~~on ~~such~~acceptable ~~roles. Consequently~~terms, itif ~~may~~at beall. ~~more difficult~~If ~~for~~we usare unable to ~~attract~~raise ~~and~~additional ~~retain~~capital ~~qualified~~in ~~persons~~sufficient amounts or on terms acceptable to ~~serve~~us, aswe ~~our directors~~will orbe ~~executive~~prevented ~~officer~~from pursuing acquisition, licensing, development and wecommercialization ~~may~~efforts ~~need~~and our ability to ~~incur~~generate ~~additional~~revenues ~~operating costs.~~and ~~This~~achieve ~~could~~or ~~prevent~~sustain usprofitability ~~from~~will ~~becoming~~be ~~profitable~~substantially harmed.

~~SINCE~~If ~~WE ANTICIPATE~~we ~~OPERATING~~raise ~~EXPENSES~~additional ~~WILL~~funds ~~INCREASE~~by ~~PRIOR~~issuing TOequity ~~EARNING~~securities, ~~REVENUE~~our stockholders will experience dilution. Debt financing, WEif ~~MAY NEVER~~available, ~~ACHIEVE~~would ~~PROFITABILITY~~result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any debt financing or additional equity that we raise may contain terms, such as liquidation and other preferences, which are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our technologies, future revenue streams or product candidates or to grant licenses on terms that may not be favorable to us. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, our business, operating results, financial condition and prospects could be materially and adversely affected and we may be unable to continue our operations.

We ~~anticipate~~ anare ~~increase~~subject into ~~our~~penny ~~operating~~stock ~~expenses,~~regulations ~~without~~and ~~realizing~~restrictions ~~any~~and ~~revenues from~~you ~~the~~may ~~sale of its products. Within the next 18 months, we will~~ have ~~costs related~~difficulty toselling ~~(i)~~shares ~~creating a Coral Farm Facility, (ii) selecting Coral colonies (iii) initiation~~ of our ~~sales~~common ~~and marketing campaign, (iv) administrative expenses and (v) the expenses of this offering~~stock.

~~There~~Our ~~is no~~common ~~history~~stock ~~upon~~is ~~which~~subject to ~~base~~the ~~any~~provisions ~~assumption~~of asSection to15(g) and Rule 15g-9 of the ~~likelihood~~Securities ~~that~~Exchange weAct ~~will prove~~of ~~successful~~1934 (the “Exchange Act”), commonly referred to as the “penny stock rule.” Section We15(g) ~~cannot~~sets ~~provide~~forth ~~investors~~certain ~~with~~requirements ~~any~~for ~~assurance~~transactions ~~that~~in ~~our products~~penny ~~will~~stock, ~~attract~~and ~~customers;~~Rule ~~generate~~15g-9(d) ~~any~~incorporates ~~operating~~the ~~revenue~~definition orof ~~ever~~“penny ~~achieve profitable~~stock” ~~operations~~that is found in Rule 3a51-1 of the Exchange Act. The IfSEC wegenerally ~~are~~defines ~~unable~~a penny stock to ~~address~~be ~~these~~any ~~risks,~~equity ~~there~~security isthat has a ~~high probability~~market ~~that~~price ~~our~~less ~~business~~than ~~can~~$5.00 ~~fail~~per share, ~~which~~subject ~~will~~to ~~result~~certain inexceptions. We are subject to the ~~loss~~SEC’s ofpenny ~~your entire~~stock ~~investment~~rules.

IFSince ~~WE CANNOT~~our ~~SECURE~~common ~~ADDITIONAL~~stock ~~CAPITAL~~is deemed to be penny stock, ORtrading IFin ~~AVAILABLE~~the ~~CAPITAL~~shares ISof ~~TOO~~our ~~EXPENSIVE~~common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors. “Accredited investors” are persons with assets in excess of $1,000,000 ~~OUR BUSINESS~~(excluding ~~WILL~~the ~~FAIL~~value of such person’s primary residence) or annual income exceeding $200,000 or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such security and must have the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt the rules require the delivery, prior to the first transaction of a risk disclosure document, prepared by the SEC, relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the ability of our stockholders to sell their shares of common stock.

~~We require~~- ~~$31,250 to begin implementing the business and marketing plan. This amount includes the $~~8~~,250~~ required for offering expense. We will require additional funding of approximately $ 500,000 (this includes the anticipated $31,250 raise) to fully execute our business plan and bring our products to the marketplace. We intend to accomplish this in two phases. Phase One will require additional funding of $200,000 to begin implementing the business plan. This includes establishing the Coral Farm Design and Spec., Layout, Equipment and Coral Colonies and produce (0-9 Months). Phase Two will require additional funding of $300,000 (9-18 Months) to execute the completion of the Coral Farm Facility, administrative, marketing and sales strategy. As of August 31, 2010, we had cash on hand of $8,912.

~~No assurance~~There can be ~~given~~no assurance that weour ~~will~~shares ~~obtain~~of ~~access~~common tostock ~~capital~~will ~~markets~~qualify infor ~~the future~~exemption orfrom ~~that~~the ~~adequate~~Penny ~~financing~~Stock toRule. ~~satisfy~~In ~~the~~any ~~cash~~event, ~~requirements~~even ~~of implementing~~if our ~~business~~common ~~strategies~~stock ~~will~~was beexempt ~~available~~from onthe ~~acceptable~~Penny ~~terms.~~Stock ~~Our inability~~Rule, towe ~~gain~~would ~~access~~remain subject to ~~capital~~Section ~~markets~~15(b)(6) orof ~~obtain~~the ~~acceptable~~Exchange ~~financing~~Act, ~~could have~~which gives the SEC the authority to restrict any person from participating in a ~~material~~distribution ~~adverse~~of ~~effect~~penny ~~upon~~stock if the ~~results~~SEC offinds ~~its~~that ~~operations~~such ~~and~~a ~~its financial~~restriction ~~conditions~~would be in the public interest.

IfFINRA wesales ~~are not~~practice ~~successful~~requirements inmay ~~earning~~also ~~revenue~~limit ~~once~~a westockholder’s ~~have~~ability ~~started our sales activity, we may require additional financing~~ to ~~sustain~~buy ~~our business operations. Currently, we do not have any arrangements for financing~~ and ~~can~~sell ~~provide no assurances to investors that we will be able to obtain any when required. Obtaining additional financing would be subject to a number of factors, including~~ our ~~sales results~~stock. ~~These factors may have an affect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us.~~

11In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

WEWe DOcurrently ~~NOT HAVE~~qualify ~~SUFFICIENT~~as ~~CAPITAL~~an TO“emerging ~~CONTINUE~~growth ~~MAINTAINING~~company” ~~OUR~~under ~~REPORTING STATUS~~the Jumpstart of Business Startups Act of 2012, or the JOBS Act. When we lose that status the costs and demands placed upon our management will increase.

AsWe will continue to be deemed an emerging growth company until the earliest of (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion (as indexed for inflation); (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock under this ~~Prospectus~~registration statement; (iii) the date on which we have, during the ~~current~~previous ~~funds~~3-year ~~available~~period, toissued usmore ~~will~~than ~~not~~$1 ~~be sufficient~~billion in non-convertible debt; or (iv) the date on which we are deemed to ~~continue~~be ~~maintaining~~a ~~our~~“large ~~reporting~~accelerated ~~status~~filer, ~~with~~” as defined by the ~~SEC.~~Securities ~~Our management~~and ~~believes~~Exchange ~~that~~Commission, ifwhich wewould ~~cannot~~generally ~~maintain~~occur upon our ~~reporting~~attaining a public float of at least $700 million. Once we lose emerging growth company status, ~~with~~we expect the ~~SEC~~ costs and demands placed upon our management to increase, as we ~~will~~would have to ~~cease~~comply ~~all~~with ~~efforts~~additional ~~directed~~disclosure ~~towards~~and ~~developing~~accounting ~~our~~requirements, ~~company.~~particularly ~~As such,~~if ~~any~~we ~~investment~~would ~~could~~also beno ~~lost~~longer inqualify ~~its~~as ~~entirety~~a smaller reporting company.

~~Risks Related~~We Toare ~~This~~an ~~Offering~~“emerging growth company” and we cannot be certain that the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

~~BECAUSE THERE~~The ISJOBS NOAct ~~PUBLIC~~permits ~~TRADING~~“emerging ~~MARKET~~growth ~~FOR~~companies” ~~OUR~~like ~~COMMON~~us, ~~STOCK~~upon becoming a publicly-reporting company, ~~YOU~~to ~~MAY~~rely ~~NOT~~on BEsome ~~ABLE~~of ~~TO RESELL~~the ~~YOUR~~reduced ~~STOCK~~disclosure requirements that are already available to smaller reporting companies. As long as we qualify as an emerging growth company or a smaller reporting company, we would be permitted to omit the auditor’s attestation on internal control over financial reporting that would otherwise be required by the Sarbanes-Oxley Act, as described above, and are also exempt from the requirement to submit “say-on-pay”, “say-on-pay frequency” and “say-on-parachute” votes to our stockholders and may avail ourselves of reduced executive compensation disclosure that is already available to smaller reporting companies.

WeIn ~~intend to~~addition, ~~apply~~Section to107 ~~have~~of ~~our~~the ~~common~~JOBS ~~stock~~Act ~~quoted~~also onprovides that an emerging growth company can take advantage of the ~~OTC~~exemption ~~Bulletin~~from ~~Board.~~complying ~~This~~with ~~process takes~~new ator ~~least~~revised 60accounting ~~days~~standards ~~and~~provided in Section 7(a)(2)(B) of the ~~application~~Securities ~~must~~Act beof ~~made~~1933, onas ~~our~~amended, ~~behalf~~as bylong ~~a market~~as ~~maker.~~we ~~Our~~are ~~stock~~an ~~may~~emerging begrowth ~~listed~~company. orAn ~~traded~~emerging ~~only~~growth tocompany can therefore delay the ~~extent~~adoption ~~that~~of ~~there~~certain ~~is interest~~accounting bystandards ~~broker-dealers~~until inthose ~~acting~~standards aswould aotherwise ~~market~~apply ~~maker~~to private companies. ~~Despite~~We ~~our~~intend ~~best efforts,~~to ittake ~~may~~advantage ~~not~~of bethe ~~able~~benefits toof ~~convince~~this ~~any~~until ~~broker/dealers~~we toare ~~act~~no ~~as market-makers~~longer ~~and~~an ~~make~~emerging ~~quotations~~growth oncompany ~~the~~or ~~OTC~~until ~~Bulletin~~we ~~Board~~affirmatively and irrevocably opt out of this exemption. WeOur financial statements may ~~consider pursuing~~therefore anot ~~listing~~be oncomparable ~~the~~to ~~OTCBB~~those ~~after~~of ~~this~~companies ~~registration~~that ~~becomes~~comply ~~effective~~with ~~and~~such ~~we have~~new ~~completed~~or ~~our~~revised ~~offering~~accounting standards.

IfWe will cease to be an emerging growth company at such time as described in the risk factor immediately above. Until such time, however, we cannot predict if investors will find our common stock ~~becomes~~less ~~listed~~attractive ~~and~~because awe ~~market~~may ~~for~~rely ~~the~~on these exemptions. If some investors find our common stock ~~develops~~less attractive as a result, ~~the~~there ~~actual price~~may ofbe a less active trading market for our ~~shares~~common ~~will~~stock and our stock price may be ~~determined~~more byvolatile ~~prevailing~~and ~~market~~could ~~prices~~cause atour ~~the~~stock ~~time of~~price ~~the~~to ~~sale~~decline.

WeOur ~~cannot assure you that there will be a market in the future for our~~ common stock. ~~The trading of securities on the OTC Bulletin Board~~ is ~~often~~subject ~~sporadic~~to ~~and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market~~ price ofvolatility ~~our~~unrelated ~~common stock. You may not be able~~ to ~~sell~~our ~~your shares at their purchase price or at any price at all~~operations. ~~Accordingly, you may have difficulty reselling any shares you purchase from the selling security holders.~~

~~INVESTING IN~~The ~~OUR~~market ~~COMPANY~~price ISof ~~HIGHLY~~our ~~SPECULATIVE~~common ~~AND~~stock ~~COULD~~could ~~RESULT~~fluctuate INsubstantially ~~THE~~due ~~ENTIRE~~to ~~LOSS~~a OFvariety ~~YOUR INVESTMENT~~of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or ourselves. In addition, the OTCQB is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

~~Purchasing the~~- ~~offered~~9 shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.-

~~INVESTING IN~~Trading ~~OUR~~in ~~COMPANY~~our ~~MAY~~common ~~RESULT~~stock INon ANthe ~~IMMEDIATE~~OTC ~~LOSS~~Markets ~~BECAUSE~~is ~~BUYERS~~limited ~~WILL~~and ~~PAY~~sporadic ~~MORE~~making ~~FOR OUR~~it ~~COMMON~~difficult ~~STOCK~~for ~~THAN~~our ~~THE~~shareholders ~~PRO~~to ~~RATA~~sell ~~PORTION~~their OFshares ~~THE~~or ~~ASSETS~~liquidate ~~ARE~~their ~~WORTH~~investments.

WeTrading ~~have only~~in ~~been~~our ~~recently~~common ~~formed~~stock ~~and~~is ~~have~~currently ~~only~~published aon ~~limited~~the ~~operating~~OTC ~~history~~Markets. ~~and~~The ~~no earnings,~~trading ~~therefore, the~~ price of ~~the~~our ~~offered~~common ~~shares~~stock ishas ~~not~~been ~~based~~subject onto ~~any~~wide ~~data~~fluctuations. ~~The~~ Trading ~~offering~~prices ~~price~~of ~~and~~our ~~other~~common ~~terms~~stock ~~and~~may ~~conditions~~fluctuate ~~regarding~~in response to a number of factors, many of which will be beyond our ~~shares~~control. ~~have~~The ~~been arbitrarily~~stock ~~determined~~market ~~and~~has dogenerally ~~not~~experienced ~~bear~~extreme ~~any~~price ~~relationship~~and tovolume ~~assets,~~fluctuations ~~earnings, book~~that ~~value~~have often been unrelated or ~~any~~disproportionate ~~other~~to ~~objective~~the ~~criteria~~operating performance of ~~value.~~companies Nowith ~~investment~~no ~~banker, appraiser~~current orbusiness ~~other~~operation. ~~independent~~There ~~third~~can ~~party~~be ~~has~~no ~~been~~assurance ~~consulted~~that ~~concerning~~trading ~~the offering~~prices and price ~~for~~earnings ~~the~~ratios ~~shares~~previously orexperienced ~~the~~by ~~fairness~~our ofcommon ~~the~~stock ~~offering~~will ~~price~~be ~~used~~matched ~~for~~or ~~the shares~~maintained. ~~Our~~These ~~net~~broad ~~tangible~~market ~~book~~and ~~value~~industry ~~per~~factors ~~share~~may adversely affect the market price of our common stock, isregardless $0of our operating performance.~~001~~ In asthe past, following periods of ~~August~~ 31volatility in the market price of a company’s securities, ~~2010~~securities class-action litigation has often been instituted. Such litigation, ~~our~~if ~~most~~instituted, ~~recent~~could ~~financial~~result ~~statement~~in ~~date~~substantial costs for us and a diversion of management’s attention and resources.

The ~~arbitrary~~ ~~offering~~sale ~~price~~ of ~~$0.0125~~our ~~per~~ common ~~share~~stock asto ~~determined~~Terra ~~herein~~First ~~is substantially~~may ~~higher~~cause ~~than~~substantial ~~the~~dilution ~~net~~to ~~tangible book value per share of~~ our ~~common stock.~~existing ~~Our~~stockholders ~~assets~~and dothe ~~not~~sale ~~substantiate a share price~~ of ~~$0.0125. This premium in share price applies to~~ the ~~terms~~shares of ~~this~~common ~~offering.~~stock ~~The~~acquired ~~offering~~by ~~price~~Terra ~~will~~First ~~not change~~could ~~for~~cause the ~~duration~~price of ~~the~~our ~~offering~~common ~~even~~stock ifto ~~we obtain a listing on any exchange or become quoted on the OTC Bulletin Board~~decline.

~~BECAUSE WE~~We ~~HAVE~~are ~~250~~registering for sale 1,~~000~~500,000 ~~AUTHORIZED~~shares ~~SHARES,~~that ~~MANAGEMENT~~we ~~COULD~~may ~~ISSUE~~sell ~~ADDITIONAL~~to ~~SHARES~~Terra First under the Terra First Investment Agreement. It is anticipated that shares registered in this offering will be sold over a period of up to approximately 36 months from the date of this prospectus. The number of shares ultimately offered for sale by Terra First under this prospectus is dependent upon the number of shares we elect to sell to Terra First under the Terra First Investment Agreement. Depending upon market liquidity at the time, ~~DILUTING~~ ~~THE~~sales ~~CURRENT~~of ~~SHARE~~shares ~~HOLDERS'~~of ~~EQUITY~~our common stock under the Terra First Investment Agreement may cause the trading price of our common stock to decline.

12Terra First may ultimately purchase all, some or none of the $5 million of common stock that is the subject of this prospectus. Terra First may sell all, some or none of our shares that it holds or comes to hold under the Investment Agreement. Sales by Terra First of shares acquired pursuant to the Investment Agreement under the registration statement, of which this prospectus is a part, may result in dilution to the interests of other holders of our common stock. The sale of a substantial number of shares of our common stock by Terra First in this offering, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales. However, we have the right to control the timing and amount of sales of our shares to Terra First, and the Investment Agreement may be terminated by us at any time at our discretion without any penalty or cost to us.

WeTerra ~~have 250,000,000~~First ~~authorized shares, of which only 9,000,000 are currently issued and outstanding and only 11,500,000~~ will bepay ~~issued~~less ~~and~~than ~~outstanding after this offering terminates. Our management could, without~~ the ~~consent~~then-prevailing ofmarket ~~the~~price ~~existing shareholders,~~for ~~issue substantially more shares, causing a large dilution in the equity position of~~ our ~~current~~common ~~shareholders~~stock. Additionally, large share issuances would generally have a negative impact on our share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.

ASThe WEcommon ~~DO NOT~~stock ~~HAVE~~to ANbe ~~ESCROW~~issued ORto ~~TRUST~~Terra ~~ACCOUNT~~First ~~WITH~~pursuant ~~SUBSCRIPTIONS~~to ~~FOR~~the ~~INVESTORS~~Terra First Investment Agreement will be purchased at a 63.75% discount to the lowest trading price of our common stock during the twenty (20) consecutive trading days immediately before Terra First receives our notice of sale. Terra First has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Terra First sells the shares, IFthe WEprice ~~FILE FOR~~of ORour ~~ARE~~common ~~FORCED~~stock ~~INTO~~could ~~BANKRUPTCY~~decrease. If ~~PROTECTION~~our stock price decreases, ~~INVESTORS~~Terra ~~WILL~~First ~~LOSE~~may ~~THE~~have ~~ENTIRE INVESTMENT~~a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price.

~~Invested funds~~Your ~~for~~ownership ~~this~~interest ~~offering~~may ~~will not~~ be ~~placed~~diluted ~~in an escrow or trust account~~ and ~~if we~~the ~~file~~value ~~for~~of ~~bankruptcy~~our ~~protection~~common orstock amay ~~petition~~decline ~~for involuntary bankruptcy is filed~~ by ~~creditors~~exercising ~~against us, your funds will become part of~~ the ~~bankruptcy estate~~put ~~and~~right ~~administered~~pursuant ~~according~~ to the ~~bankruptcy~~Terra ~~laws.~~First AsInvestment ~~such, you will lose your investment and your funds will be used to pay creditors~~Agreement.

WEPursuant DOto ~~NOT ANTICIPATE~~the ~~PAYING~~Terra ~~DIVIDENDS~~First INInvestment ~~THE~~Agreement, ~~FORESEEABLE~~when ~~FUTURE~~we deem it necessary, SOwe ~~THERE~~may ~~WILL~~raise BEcapital ~~LESS WAYS~~through INthe ~~WHICH~~private ~~YOU~~sale ~~CAN~~of ~~MAKE~~our Acommon ~~GAIN~~stock ONto ~~ANY~~Terra ~~INVESTMENT~~First INat USa price equal to a discount to the lowest volume weighted average price of the common stock for the twenty (20) consecutive trading days before Terra First receives our notice of sale. Because the put price is lower than the prevailing market price of our common stock, to the extent that the put right is exercised, your ownership interest may be diluted.

We ~~have never~~are ~~paid~~registering ~~dividends~~1,500,000 ~~and~~shares doof ~~not~~common ~~intend~~stock to ~~pay~~be ~~any~~issued ~~dividends~~under ~~for~~ the ~~foreseeable future.~~Terra ToFirst ~~the~~Investment ~~extent~~Agreement. ~~that~~The wesales ~~may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration~~ of ~~dividends.~~such ~~Because~~shares wecould dodepress ~~not intend to pay dividends, any gain on your investment will need to result from an appreciation in~~ the market price of our common stock. ~~There will therefore be fewer ways in which you are able to make a gain on your investment.~~

INWe ~~THE EVENT~~are ~~THAT~~registering ~~OUR~~1,500,000 ~~SHARES~~shares ~~ARE~~of ~~TRADED~~common stock under the registration statement of which this prospectus is a part, ~~THEY~~pursuant ~~MAY~~to ~~TRADE~~the ~~UNDER~~Terra $5First Investment Agreement.00 ~~PER~~Notwithstanding ~~SHARE~~Terra ~~AND~~First’s ~~THUS WILL~~ownership BElimitation, Athe ~~PENNY~~1,500,000 ~~STOCK~~shares will represent approximately 9.96% ~~TRADING~~of INour ~~PENNY~~shares ~~STOCKS~~of ~~HAS~~common ~~MANY~~stock ~~RESTRICTIONS~~outstanding ~~AND~~immediately ~~THESE RESTRICTIONS~~after ~~COULD~~our ~~SEVERELY~~exercise ~~AFFECT~~of ~~THE~~the ~~PRICE~~put ~~AND~~right ~~LIQUIDITY~~under OFthe ~~OUR SHARES~~Investment Agreement. The sale of these shares into the public market by Terra First could depress the market price of our common stock.

In- ~~the event~~10 that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a "penny stock", which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has adopted regulations which generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a "penny stock". A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser's written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the "penny stock" rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.-

~~FINANCIAL INDUSTRY~~We ~~REGULATORY~~may ~~AUTHORITY~~not ~~("FINRA")~~have ~~SALES~~access ~~PRACTICE~~to ~~REQUIREMENTS~~the ~~MAY~~full ~~ALSO LIMIT~~amount ~~YOUR~~available ~~ABILITY~~under TOthe ~~BUY~~Terra ~~AND~~First ~~SELL~~Investment ~~OUR COMMON STOCK, WHICH COULD DEPRESS THE PRICE OF OUR SHARES~~Agreement.

~~FINRA rules~~Our ~~require~~ability ~~broker-dealers~~ to ~~have~~draw ~~reasonable~~down ~~grounds~~funds ~~for~~and ~~believing~~sell ~~that~~shares ~~an investment~~under isthe ~~suitable~~Terra ~~for~~First aInvestment ~~customer~~Agreement ~~before~~requires ~~recommending~~ that ~~investment~~this resale registration statement be declared effective and continue to ~~the customer~~be effective. This ~~Prior~~registration tostatement ~~recommending~~registers ~~speculative~~the ~~low-priced~~resale ~~securities~~of to1,500,000 ~~their non-institutional~~shares ~~customers~~issuable under the Terra First Investment Agreement, ~~broker-dealers~~and ~~must~~our ~~make~~ability ~~reasonable~~to ~~efforts~~sell any remaining shares issuable under the Terra First Investment Agreement is subject to ~~obtain~~ ~~information~~our ~~about~~ability to prepare and file one or more additional registration statements registering the ~~customer's~~resale ~~financial~~of ~~status,~~these ~~tax~~shares. ~~status~~These registration statements may be subject to review and ~~investment~~ ~~objectives~~comment by the staff of the SEC, ~~among~~and ~~other~~will ~~things~~require the consent of our independent registered public accounting firm. ~~Under~~Therefore, ~~interpretations~~the timing of effectiveness of these ~~rules, FINRA~~registration ~~believes~~statements ~~that~~cannot ~~there~~be assured. The effectiveness of these registration statements is a ~~high~~condition ~~probability~~precedent ~~such~~to ~~speculative~~our ~~low-priced securities~~ability ~~will~~to ~~not~~sell beall ~~suitable~~of ~~for~~the atshares ~~least~~of ~~some~~common ~~customers~~stock to Terra First under the Terra First Investment Agreement. ~~Thus,~~Even ~~FINRA requirements~~if ~~make~~we itare successful in causing one or more ~~difficult~~registration ~~for~~statements ~~broker-dealers~~registering the resale of some or all of the shares issuable under the Terra First Investment Agreement to ~~recommend~~be ~~that~~declared ~~their customers~~effective ~~buy~~by ~~our~~the ~~common~~SEC ~~stock~~in a timely manner, ~~which~~we may ~~limit~~not ~~your~~be ~~ability~~able to ~~buy and~~ sell ~~our~~ the shares unless certain other conditions are met. For example, ~~have~~we anmight ~~adverse~~have ~~effect~~to onincrease the ~~market~~number ~~for~~of our authorized shares, ~~and~~in ~~thereby~~order ~~depress~~ to issue the shares to Terra First. Accordingly, because our ~~share~~ability ~~price~~to draw down any amounts under the Terra First Investment Agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the proceeds of $5,000,000 under the Terra First Investment Agreement.

13Certain restrictions on the extent of puts and the delivery of advance notices may have little, if any, effect on the adverse impact of our issuance of shares in connection with the Terra First Investment Agreement, and as such, Terra First may sell a large number of shares, resulting in substantial dilution to the value of shares held by existing shareholders.

~~YOU~~Terra ~~MAY FACE~~First ~~SIGNIFICANT~~has ~~RESTRICTIONS~~agreed, ONsubject ~~THE~~to ~~RESALE~~certain OFexceptions ~~YOUR~~listed ~~SHARES~~in ~~DUE~~the TOTerra ~~STATE "BLUE SKY"~~First ~~LAWS~~Investment Agreement, to refrain from holding an amount of shares which would result in Terra First or its affiliates owning more than 4.99% of the then-outstanding shares of our common stock at any one time. These restrictions, however, do not prevent Terra First from selling shares of common stock received in connection with a put, and then receiving additional shares of common stock in connection with a subsequent put. In this way, Terra First could sell more than 4.99% of the outstanding common stock in a relatively short time frame while never holding more than 4.99% at one time.

~~Each state~~SPECIAL ~~has~~NOTE ~~its~~REGARDING own securities laws, often called "blue sky" laws, which (1)limit sales of securities to a state's residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for brokerFORWARD-~~dealers~~LOOKING doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.STATEMENTS

WeThis doprospectus ~~not know~~contains ~~whether~~certain ~~our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker~~forward-~~dealers,~~looking ~~if any, who agree to serve as market makers for our common stock~~statements. WeWhen ~~have~~used ~~not~~in ~~yet~~this ~~applied~~prospectus toor ~~have our securities registered~~ in any ~~state and~~other ~~will~~presentation, ~~not~~statements dowhich soare ~~until~~not wehistorical ~~receive expressions of interest from investors resident~~ in ~~specific~~nature, ~~states~~including ~~after~~the ~~they~~words ~~have~~“anticipate,” ~~viewed~~“estimate,” ~~this~~“should,” ~~Prospectus. We~~“expect,” ~~will~~“believe,” ~~initially~~“intend,” ~~focus~~“may,” ~~our~~“project,” ~~offering~~“plan” inor ~~the~~“continue,” ~~state of Florida~~ and ~~will~~similar ~~rely~~expressions ~~on exemptions~~are ~~found~~intended into ~~section~~identify ~~517.061~~forward-looking ~~of the Florida Securities and Investor Protection Act~~statements. ~~There~~They ~~may~~also beinclude ~~significant~~statements ~~state~~containing ~~blue~~a ~~sky~~projection ~~law restrictions on the ability~~ of ~~investors to sell~~revenues, ~~and~~earnings onor ~~purchasers~~losses, tocapital ~~buy~~expenditures, ~~our securities. You should therefore consider the resale market for our common stock to be limited~~dividends, as ~~you~~capital ~~may~~structure beor ~~unable~~other tofinancial ~~resell your shares without the significant expense of state registration or qualification~~terms.

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

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.

USE OF PROCEEDS

~~Our offering~~We iswill ~~being~~not ~~made~~receive onany aproceeds ~~self-underwritten~~from ~~basis:~~the nosale ~~minimum number~~ of shares ~~must~~ beby ~~sold~~the inselling ~~order~~stockholder. ~~for~~However, we will receive proceeds from the ~~offering~~sale of securities pursuant to ~~proceed~~the Terra First Investment Agreement. The ~~offering~~proceeds ~~price~~received ~~per~~from ~~share is~~any ~~$0.0125.~~“puts” ~~The~~tendered ~~following~~to ~~table~~Terra ~~sets~~First ~~forth~~under the ~~uses~~Terra ofFirst ~~proceeds~~Investment ~~assuming~~Agreement ~~the sale~~will ofbe ~~25%,~~used ~~50%,~~for ~~75%~~general corporate and ~~100%,~~working ~~respectively~~capital purposes and acquisitions or assets, ofbusinesses ~~the~~or ~~securities~~operations ~~offered~~or for ~~sale by~~other uspurposes that the board of directors, in its good faith, deem to be in our best interest.

14- 11 -

USE OF PROCEEDS TABLE

	IF 25% OF		IF 50% OF		IF 75% OF		IF 100% OF
	SHARES SOLD		SHARES SOLD		SHARES SOLD		SHARES SOLD
GROSS PROCEEDS FROM THIS OFFERING	$	7,813	$	15,625	$	23,438	$	31,250
LESS: OFFERING EXPENSES
Accounting fees		2,125		2,125		2,125		2,125
Legal fees		4,375		4,375		4,375		4,375
Printing		250		250		250		250
Transfer Agent		1,500		1,500		1,500		1,500
TOTAL	$	8,250	$	8,250	$	8,250	$	8,250
LESS: PRODUCT DEVELOPMENT	$	2,469	$	10,000	$	18,500	$	28,125
LESS: MARKETING	$	500	$	3,188	$	5,406	$	7,000
LESS: ADMINISTRATION EXPENSES	$	500	$	2,000	$	3,000	$	3,500
TOTALS	$	11,719	$	23,438	$	35,156	$	31,250

Even if we are able to sell all of the securities being offered in this Prospectus, we will still require approximately $500,000 (this includes the anticipated $31,250 raise) to cover our anticipated expenses over the next 18 months. Please review our disclosure titled "Plan of Operations" in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" elsewhere in this Prospectus. Please note that there can be no assurance that we will be able to raise such funds.

If we are only able to sell less than 25% of the securities we are offering, substantially all of the funds raised by this offering will be spent on assuring that we meet our corporate and disclosure obligations so that we remain in good standing with the State of Florida and maintain our status as a reporting issuer with the SEC.

DETERMINATION OF OFFERING PRICE

~~The offering~~There ~~price~~currently ~~for~~is ~~the~~a ~~shares~~limited inpublic ~~this~~market ~~offering~~for ~~was~~our ~~arbitrarily~~common ~~determined~~stock. ~~In determining~~Selling ~~the~~stockholders ~~initial~~will ~~public~~determine ~~offering~~at what price ofthey may sell the offered shares, weand ~~considered several~~such ~~factors~~sales ~~including~~may ~~the~~be ~~following:~~made at prevailing market prices or at privately negotiated prices. See “Plan of Distribution” below for more information.

~~o our start up status;~~DILUTION

oThe sale of our ~~new business~~common ~~structure~~stock to Terra First pursuant to the Terra First Investment Agreement will have a dilutive impact on our shareholders. As a result, our net loss per share could increase in future periods and ~~operations~~the asmarket ~~well~~price asof ~~lack~~our common stock could decline. In addition, the lower our stock price is at the time we exercise our right to “advance”, the more shares of ~~client~~our ~~base;~~common stock we will have to issue to Terra First pursuant to the Terra First Investment Agreement and our existing shareholders would experience greater dilution.

~~o prevailing~~After ~~market~~giving ~~conditions~~effect to the sale in this offering of 1,500,000 ~~including~~shares of common stock at an assumed price of $0.18 per share, the ~~history~~closing bid price as of February 23, 2016, a 63.75% discount to $0.06525 per share, our pro forma as adjusted net tangible book value as of December 31, 2015 would have been approximately $(472,792), or $(0.03959) per share of common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $0.01507 per share to our existing stockholders and ~~prospects~~an ~~for~~immediate dilution of $0.10484 per share to our ~~industry;~~ new shareholders.

o our opinion is that Coral Farm companies are not public and market conditions tend to be harder on new businesses;

o our future prospects and the experience of our management;

o our capital structure;

Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock. You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

The price of the current offering is fixed at $0.0125 per share. This price is significantly greater than the price paid by our sole officer and director for common equity since our inception on August 13, 2010. Our sole officer and director paid $ 0.001 per share, a difference of $0.0115 per share lower than the share price in this offering.

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

EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD

Price per share	$	0.0125
Net tangible book value per share before offering	$	0.001
Potential gain to existing shareholders	$	0.0025
Net tangible book value per share after offering	$	0.0040
Increase to present stockholders in net tangible book value
per share after offering	$	0.0030
Capital contributions	$	37,500
Capital contribution by officer & director in September 2009	$	9,000
Number of shares outstanding before the offering		9,000,000
Number of shares after offering held by existing stockholders		9,000,000
Percentage of ownership after offering		78	%

	PERCENTAGE OF SHARES SOLD
DILUTION TO NEW SHAREHOLDERS	25%		50%		75%		100%
Per share offering price	$	0.0125	$	0.0125	$	0.0125	$	0.0125
Net tangible book value per
share before offering	$	0.001	$	0.001	$	0.001	$	0.001
Net tangible book value per
share after offering	$	0.0017	$	0.0024	$	0.0030	$	0.0040
Increase in book value
attributable to new
shareholders	$	0.0007	$	0.0014	$	0.0020	$	0.0030
Dilution to new shareholders	$	0.011	$	0.010	$	0.0095	$	0.0084

THE OFFERING

We are registering 2,500,000 shares of our common stock for offer and sale at $0.0125 per share.

There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock listing on the OTC Bulletin Board, subject to the effectiveness of this Registration Statement. In addition, a market maker will be required to file a Form 211 with the Financial Industry Regulatory Authority (FINRA) before the market maker will be able to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention.

We may not sell the shares registered herein until the registration statement filed with the Securities and Exchange Commission is effective. Further, we will not offer the shares through a broker-dealer or anyone affiliated with a broker-dealer. Upon effectiveness, all of the shares being registered herein may become tradable. The stock may be traded or listed only to the extent that there is interest by broker-dealers in acting as a market maker in our stock. Despite our best efforts, it may not be able to convince any broker/dealers to act as market-makers and make quotations on the OTC Bulletin Board. We may consider pursuing a listing on the OTCBB after this registration becomes effective and we have completed our offering.

The price per share will remain at $0.0125 even if we obtain a listing on any exchange or are quoted on the Over-The-Counter (OTC) Bulletin Board, the offering price of $0.0125 will not change for the duration of the offering.

We will receive all of the proceeds from such sales of securities and are bearing all expenses in connection with the registration of our shares.

PLAN OF DISTRIBUTION

We are offering the shares on a "self-underwritten" basis directly through Louis W. Foxwell our Sole Officer and Director named herein. Mr. Foxwell will not receive any commissions or other remuneration of any kind in connection with his participation in this offering based either directly or indirectly on transactions in securities.

This offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, (ii) the date on which all 2,500,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days.

We anticipate that we will be initially offering our securities in the State of Florida. Once this Registration Statement is effective, and if Mr. Foxwell believes that there is sufficient interest in our company to offer our securities in the state of Florida, we will register with the state of Florida under 'blue sky' laws. However, we have not yet applied for 'blue sky' registration in the state of Florida, or any other state, and there can be no assurance that we will be able to apply, or that our application will be approved and our securities will be registered, in Florida or any other state in the US. For further discussion regarding 'blue sky' registration please see 'Risk Factors' elsewhere in this Prospectus.

Mr. Foxwell will not register as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer.

1. Mr. Foxwell is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation;

2. Mr. Foxwell will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

3. Mr. Foxwell is not, nor will he be at the time of participation in the offering, an associated person of a broker-dealer; and

4. Mr. Foxwell meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our officer, director, control persons and affiliates do not intend to purchase any shares in this offering.

If applicable, the shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states.

In addition and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

We will not use public solicitation or general advertising in connection with the offering. This offering will continue for the longer of: (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 2,500,000 shares registered hereunder have been sold. We may at our discretion extend the offering for an additional 90 days.

DESCRIPTION OF SECURITIES

COMMON STOCK

Our authorized number of shares is two hundred and fifty million (250,000,000). The authorized common stock is two hundred and fifty million (250,000,000) shares with a par value of $0.0001. Shares of our common stock:

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

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

o do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

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

We refer you to the Bylaws of our Articles of Incorporation and the applicable statutes of the State of Florida for a more complete description of the rights and liabilities of holders of our securities.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, present stockholders will own approximately 75% of our outstanding shares.

CASH DIVIDENDS

As of the date of this Prospectus, we have not declared or paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

Diane J. Harrison, Harrison Law, P.A., 6860 Gulfport Blvd. S. No. 162, South Pasadena, Florida 33707, has passed upon certain legal matters in connection with the validity of the issuance of the shares of common stock.

Peter Messineo, CPA, Certified Public Accountant, of 1982 Otter Way , Palm Harbor, FL 34685, 727-421-6268 has audited our Financial Statements for the period August 13, 2010 (date of inception) through August 31, 2010 and to the extent set forth in its report, which are included herein in reliance upon the authority of said firm as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure from date of appointment as our independent registered accountant through the period of audit (inception August 13, 2010 through August 31, 2010).

BUSINESS DESCRIPTION

OVERVIEW

We are a development stage company and were incorporated in the State of Florida on August 13, 2010, as a for-profit company, and an established fiscal year end of August 31. We intend to establish 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 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 ecosystems 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. Nearly every other organism in the pet industry is captive bred. Dogs, Cats, Parrots, etc. are all Farm raised. We believe that Corals be added to that list via the establishment of our Coral Farm.

We intend to actively acquire specific Parent Colonies to maintain and continue to grow in our Farm, and the branches of these colonies are anticipated to be propagated by fragmentation. The fragments or “frags” when properly farmed will grow into Corals that resemble the parent colony. The parent Coral, or brood stock, in our Farm regenerates and produces new frags, making the Coral Farm a self-sustaining and reliable source for Corals. We intend to market over 50 species of Hard and Soft Corals. We intend to acquire these specific genetics that fit within a criteria suitable for commercial application. It is from these genetics that our product line is intended to be derived and ultimately sold to retail stores and consumers.

We anticipate the Farm venture to produce Corals for store retailers, on-line retailers and our own intended website.

CORAL PRODUCTS

We expect to Farm:

SOFT CORALS

Zoanthoa

Palythoa

Leather Corals-Toadstools, fingers, etc.

Pacific mushroom Corals-Discasoma, Rhodactis, Ricordia

Atlantic/Carribean-mushroom Corals-Discosoma, Ricordia

Xenia

Anthelia

HARD CORALS-SPS & LPS

Acropora

Montipora-Including finger, cap, encrusting formns

Pavona

Seriuatopora-Birdsnest

Hydnophora

Galaxea

Caulastrea-Candycane Corals

Euyphyllia-Hammers & Frogspawn

Duncanopsammia-Duncans

ANEMONES

We expect our Facility to be a truly State-Of-The-Art Coral Farm with rows of saltwater holding “raceways” and the latest technology in lighting, filtration, water movement, and quarantine systems. The Facility itself is intended to have exceptional ventilation in order to maintain the proper levels of oxygen while decreasing humidity with the use of a sealed Air Exchanger System. We expect that every aspect of the operation will be tightly controlled and trained aquatic personnel will monitor the conditions of the tanks as well as the Corals themselves daily. We intend to make a considerable investment in this Coral Farm Facility to ensure our Corals are the healthiest specimens available in the industry. Our goal is to grow the best Corals, which we hope will help accelerate the demand for Aquaculture Corals.

Of the many types of Corals available to the hobbyist, we intend to focus our efforts on species that adapt well to a closed environment. We expect to complement these Corals with species hand-selected at some of the largest importers in the U.S. All corals acquired from importers will be quarantined and monitored for several months. We will assess not only their health but also their ability to adapt well to artificial lighting in a closed system before we make the decision to use them in the propagation process.

THE CORAL FARM FACILITY

We currently have no plan in place to design or have specifications to execute the Coral Farm Facility. However, we envision from the experience of the sole officer the following:

Size: 25,000 gallons across nine discreet handling systems

Staff: 6-10 employees

Power Back Up: All system return pumps in the entire facility are to be hooked to an External natural gas power back up generator

Air Handling: Sealed building feed by two air handling systems maintaining humidity Levels of below 50%, and a stable temperature of 76 degrees Fahrenheit

Facility Overview:

Acclimation Room

Quarantine System

Testing Bench

Pack out areas

Coral Brood stock and Growth-out area

We anticipate it will take 18 months to start marketing the harvest of our Coral Farm. We intend to utilize consultants to assist in the design and execution of all phases of the Coral Farm Facility.

We have not accomplished any of our intended efforts to date. We have not generated any revenues to date and our activities have been limited to developing our business plan. We will not have the necessary capital to develop our Business Plan until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. Please see “Risk Factors” elsewhere in this Prospectus for full discussion on this potential business risk.

We have no plans to change our business activities or to combine with another business and are not aware of any events or circumstances that might cause us to change our plans. We have no revenues, have incurred losses since inception, have no operations, have been issued a going concern opinion from our auditors and rely upon the sale of our securities to fund operations.

BUSINESS STRATEGY

Our strategy is to build brand recognition by marketing to Local Marine Aquarium Clubs, National and Regional Reef Conferences, Booths at Reef Conferences and the Internet. We intend to create and maintain adverse coral reserve, a genetic bank of Corals, permanently residing in closed environments completely independent of the oceans, as a future reserve against the decline of natural wild reefs, to grow and distribute as many varieties and sizes possible of captive-bred Corals that are attractive and free of nuisance organisms, to as many customers as possible who can maintain them in a healthy ecosystem, to provide to aquarists an environmentally conscientious alternative choice to buying wild caught Corals, to provide a healthier, pest-free Coral that has a far lower mortality rate for the consumers tank and does not impact wild reefs negatively, to educate the consumer about the stressors that the natural ocean reefs are currently being exposed to, such as increasing water temperatures, and what, if anything, can be done to help, to educate the consumer about the advantages of captive-bred Corals over wild caught Corals, to provide Corals who spend their entire life cycle in closed ecosystems, independent of the oceans, where all the parameters such as lighting, specific gravity, and temperature are provided to the consumer, to enhance the survivability of the Coral.

SALES and MARKETING STRATEGY

We anticipate to market and distribute Rainbow Coral products in the United States, by attendance and exhibiting at industry and trade shows. We intend to enter into sales agency agreements with independent sales representatives each of whom is granted exclusive rights to market and sell Rainbow Coral products in their respective territory. We currently have no agreements in place with commissioned sales agents. Our vision is to market the most popular Coral products in the United States with unquestionable superior Coral products.

We intend to market, sell and distribute our Rainbow Coral products through attendance at all of the major trade and pet/aquarium industry exhibitions, advertising in trade publications, direct sales to store retailers (via sales representatives), on-line retailers and our intended website. We have no yet begun the development of this website.

MARKET

It is estimated that there are 10-20 million aquarium enthusiasts in the United States alone. The keeping of marine aquaria, especially the so called “reef tanks” which contain live corals, is primarily attributed to recent advances in technology that now allow corals and other marine invertebrates to thrive in home aquariums. Total world retail value of the Aquarium industry in 1995 was estimated at between 4 and 15 billion $ US . http://www.aquariumcouncil.org/news.aspx?MACID=10

The US Department of Fish and Wildlife has begun to inspect nearly every coral shipment into the country due to pressure from animal rights activists, seizing many corals, even those with permits, and dooming them to death in delays. Many countries exporting corals and fish have started to self-limit to save their dwindling resources. The time to begin farming is yesterday! http://www.practicalcoralfarming.com/

COMPETITION

Based on our knowledge of the industry, Coral Farming consists of small mom and pop on-line retailers, small brick and mortar retailers that call themselves farms that farm some coral and market and sell to their consumers. Companies such as, Mid West Coral Farms, Carolina Coral Farms, Blue Planet Reef Farm, Boston Aqua Farms, Segrest Wholesalers and Farmers (which we believe is the Largest private company) Ruskin, FL as well as numerous small on-line companies. Best to our knowledge there are no large players in this growing market.

EMPLOYEES and EMPLOYMENT AGREEMENTS

As of August 31, 2010, we have no employees other than Mr. Foxwell, our sole officer and director. Mr. Foxwell has the flexibility to work on our business up to 10 to 25 hours per week. He is prepared to devote more time to our operations as may be required and we do not have any employment agreements with him.

We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our sole director and officer.

During the initial implementation of our business plan, we intend to hire independent consultants to assist in its development and execution.

GOVERNMENT REGULATIONS

We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the Coral market. We are subject to the laws and regulations of those jurisdictions in which we plan to sell or farm our product, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.

From a positive standpoint, The US Department of Fish and Wildlife has begun to inspect nearly every coral shipment into the country due to pressure from animal rights activists, seizing many corals, even those with permits, and dooming them to death in delays. Many countries exporting corals and fish have started to self-limit to save their dwindling resources. http://www.practicalcoralfarming.com (LATEST NEWS 11/01/2007-Present) page 1 of 2.

This news article brings to light the need for Rainbow Coral Farming today.

Intellectual Property

We do not currently hold rights to any intellectual property and have not filed for copyright or trademark protection for our name or intended website.

Research and Development

Since our inception to the date of this Prospectus, we have not spent any money on research and development activities.

Reports to Security Holders

Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission's Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-732-0330. The Securities and Exchange Commission maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission.

DESCRIPTION OF PROPERTY

We maintain our statutory registered agent's office at 291 LaCosta Rd., Nokomis, FL 34275 and our business office is located at 291 LaCosta Rd., Nokomis, FL 34275. Tel: (941) 480-1230.

Our office space needs are limited at the current time and is donated free of charge by our sole director and officer.

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 director, officer or affiliate, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

~~MARKET INFORMATION~~Public market for common stock

Our common stock isbegan ~~not~~trading ~~traded~~ on ~~any~~the ~~exchange~~“Over the Counter” Bulletin Board (“OTC”) under the symbol “RBCC” in September 2010. WeThe ~~intend~~following totable ~~apply~~sets toforth, ~~have~~for ~~our~~ the period indicated, the prices of the common stock ~~quoted~~in onthe over-the-counter market, as reported and summarized by OTC ~~Bulletin~~Markets ~~Board~~Group, ~~once~~Inc. ~~this~~These ~~Prospectus~~quotations ~~has~~represent ~~been declared~~inter-dealer ~~effective~~quotations, bywithout adjustment for retail markup, markdown, or commission and may not represent actual transactions. There is an absence of an established trading market for the ~~SEC;~~Company’s ~~however~~common stock, ~~there~~as the market is nolimited, ~~guarantee~~sporadic ~~that~~and wehighly ~~will obtain~~volatile, awhich ~~listing~~may affect the prices listed below.

There is currently no trading market for our common stock and there is no assurance that a regular trading market will ever develop. OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.


	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

ToOur ~~have our~~majority ~~common~~shareholders ~~stock~~authorized ~~listed~~a on1-for-100 ~~any~~common ofshare ~~the~~consolidation ~~public~~or ~~trading~~“reverse ~~markets,~~stock ~~including~~split” ~~the~~effective ~~OTC Bulletin~~April ~~Board,~~6. ~~we will require a market maker to sponsor our securities~~2015. ~~We have~~All ~~not~~share ~~yet engaged any market maker to sponsor our securities,~~ and ~~there~~per isshare ~~no guarantee~~amounts ~~that~~are ~~our~~adjusted ~~securities~~retroactively ~~will meet the requirements~~ for ~~quotation or that our securities will be accepted for listing on~~ the ~~OTC~~reverse ~~Bulletin Board~~split. ~~This could prevent us from developing a trading market for our common stock.~~

~~HOLDERS~~Holders

AsWe had approximately 7 record holders of our common stock as of February 23, 2016, according to the ~~date~~ books of ~~this~~our ~~Prospectus~~transfer ~~there~~agent. ~~was~~The ~~one~~number ~~holder~~of our stockholders of record excludes any estimate by us of ~~our~~the ~~common stock~~number of beneficial owners of shares held in street name, the accuracy of which cannot be guaranteed.

~~DIVIDENDS~~- 12 -

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.Dividends

~~EQUITY COMPENSATION~~There ~~PLANS~~are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, does prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

As· we would not be able to pay our debts as they become due in the usual course of business; or · our total assets would be less than the ~~date~~ sum of ~~this~~our ~~Prospectus~~total weliabilities, ~~did~~plus ~~not~~the amount that would be needed to satisfy the rights of shareholders who have ~~any~~preferential ~~equity~~rights ~~compensation plans~~superior to those receiving the distribution.

~~MANAGEMENT'S DISCUSSION~~Common ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Stock

~~This section~~We are authorized to issue 480,000,000 shares of ~~the~~common ~~prospectus~~stock, ~~includes~~with a ~~number~~par value of ~~forward-looking~~$0.001. ~~statements~~The ~~that reflect~~closing ~~our~~price ~~current~~of ~~views~~common ~~with~~stock ~~respect~~of tothe ~~future~~Company ~~events~~as ~~and~~reported ~~financial performance.~~on ~~Forward-looking~~the ~~statements~~OTC ~~are~~Markets ~~often~~(the ~~identified~~“OTCQB”) byon ~~words~~February ~~like: "believe"~~23, ~~"expect"~~2016, ~~"estimate",~~was ~~"anticipate",~~$0.18. ~~"intend"~~There were 10,560,200 ~~"project"~~shares of common stock issued and ~~similar expressions,~~outstanding oras ~~words~~of ~~that~~February 23, by2016. ~~their~~All ~~nature~~shares of common stock have one vote per share on all matters including election of directors, ~~refer~~without toprovision ~~future~~for ~~events~~cumulative voting. ~~You~~The ~~should~~ common stock is not ~~place~~redeemable ~~undue~~and ~~certainty~~has onno ~~these~~conversion ~~forward~~or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non-~~looking~~assessable. ~~statements~~In the event of liquidation of the Company, ~~which~~the ~~apply~~holders ~~only as~~of common stock will share equally in any balance of the ~~date~~Company’s assets available for distribution to them after satisfaction of ~~this~~creditors ~~prospectus~~and preferred shareholders, if any. ~~These~~The ~~forward-looking~~holders ~~statements~~of the Company’s common are ~~subject~~ entitled to ~~certain~~equal ~~risks~~dividends and ~~uncertainties~~distributions ~~that~~per ~~could~~share ~~cause~~with ~~actual~~respect ~~results~~ to ~~differ materially~~the ~~from~~common ~~historical~~stock ~~results~~when, oras ~~our~~and ~~predictions~~if, declared by the Board of Directors from funds legally available.

Our ~~financial~~ ~~statements~~Articles ~~are~~of ~~stated~~Incorporation, inour ~~United~~Bylaws, ~~States Dollars (USD or US$)~~ and ~~are prepared~~the inapplicable ~~accordance~~statutes ~~with~~of ~~United~~the ~~States~~state ~~Generally~~of ~~Accepted~~Nevada ~~Accounting Principles.~~contain ~~All~~a ~~references~~more tocomplete ~~"common~~description ~~shares"~~of ~~refer~~the torights ~~the~~and ~~common~~liabilities ~~shares~~of inholders of our ~~capital~~ ~~stock~~securities.

~~Overview~~During the year ended March 31, 2015, there was no modification of any instruments defining the rights of holders of the Company’s common stock. However, the rights of holders of the Company’s common stock are limited and qualified as a result of the issuance of the Series E preferred stock that give the holders the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of capital stock.

WeEffective ~~are~~April ~~a development-stage~~6, ~~company~~2015, ~~incorporated~~our inreincorporation ~~the~~from ~~State of~~ Florida onto ~~August~~Nevada ~~13, 2010,~~resulted asin a one-for-~~profit~~100 ~~company,~~reverse ~~and~~stock ~~an established fiscal year of August 31~~split. ~~We have~~Each ~~not~~shareholder ~~yet~~received ~~generated~~one orshare ~~realized~~in ~~any~~the ~~revenues~~Nevada ~~from~~corporation ~~business~~for ~~operations.~~every ~~Our auditor~~100 ~~has~~shares ~~issued~~he aheld ~~going~~in ~~concerned~~the ~~opinion~~Florida corporation. ~~This~~Fractional ~~means~~shares ~~there~~were isrounded ~~substantial doubt~~up ~~that~~to ~~we can continue as an on-going business for~~ the ~~next~~nearest ~~eighteen~~whole ~~(18) months~~share, ~~unless~~and weeach ~~obtain~~shareholder ~~additional~~received ~~capital~~at toleast ~~pay~~five ~~our bills~~shares.

~~Accordingly, we~~Preferred ~~must raise cash from sources other than loans we undertake.~~Stock

~~From inception~~We ~~through~~are ~~our~~authorized ~~current~~to ~~date~~issue 20,000,000 ~~August~~shares 13of preferred stock. Effective May 5, ~~2010~~2015, ~~our~~based ~~business~~on ~~operations have~~authorization ~~primarily~~of ~~been~~the ~~focused~~board onof ~~developing~~directors ~~our~~we ~~business~~designated ~~plan~~1,000,000 shares of Series E preferred stock. WeThe ~~have~~Series ~~spent~~E preferred stock has a ~~total~~ ofpar ~~approximately~~value of $0.001 ~~2,088~~and onranks ~~start-up~~subordinate ~~costs~~to the Company’s common stock. WeThe ~~have~~outstanding ~~not~~shares ~~generated~~of ~~any revenue~~Series ~~from~~E ~~business~~preferred ~~operations.~~stock ~~All~~have ~~cash~~the ~~currently~~right ~~held~~to take action by uswritten isconsent or vote based on the ~~result~~number of votes equal to twice the ~~sale~~number of ~~common~~votes of all outstanding shares of capital stock. On the same date, the Company issued 1,000,000 shares of Series E preferred stock to ~~our~~Essen ~~sole~~Enterprises, ~~director~~Inc., ~~and~~a ~~officer~~Panama corporation (“Essen”) whose beneficial owner is Filipp Korolev, for compensation in a control transaction. In addition Essen owns 6,513,344 shares of common stock, or approximately 62%, of the Company’ common stock.

24Non-cumulative voting

~~The proceeds~~Holders ~~from~~of ~~this~~shares ~~offering~~of ~~will~~our ~~satisfy~~common ~~our~~stock ~~cash~~do ~~requirements~~not ~~for~~have upcumulative tovoting ~~6 months.~~rights, Ifwhich wemeans ~~are~~that ~~unable~~the toholders ~~raise~~of ~~additional~~more ~~monies,~~than we50% ~~only~~of ~~have~~the ~~enough~~outstanding ~~capital to~~shares, ~~cover~~voting for the ~~costs~~election of ~~this~~directors, ~~offering~~can ~~and~~elect toall ~~begin~~of ~~implementing~~ the ~~business~~directors ~~and marketing~~to ~~plan.~~be ~~The~~elected, ~~expenses~~if ofthey ~~this~~so ~~offering~~choose, ~~include~~and, ~~the~~in ~~preparation~~that ~~of this prospectus~~event, the ~~filing~~holders of ~~this~~the ~~registration~~remaining ~~statement~~shares ~~and~~will ~~transfer~~not ~~agent~~be ~~fees. Implementing~~able ~~the~~to ~~business~~elect ~~and~~any ~~marketing plan. As~~ of ~~August~~our ~~31, 2010 we had $ 8,912 cash on hand~~directors.

~~Plan~~Going ~~of Operations~~concern

We ~~believe~~ wehave do not ~~have~~attained ~~adequate~~profitable ~~funds to satisfy our working capital requirements for the next twelve months. We will need to raise additional capital to continue our~~ operations. ~~During~~and ~~the~~are 18dependent ~~months~~upon ~~following~~obtaining ~~the completion~~financing ~~of this offering, we intend~~ to ~~implement~~pursue ~~our~~any ~~business~~extensive ~~and~~exploration ~~marketing plan~~activities. WeFor ~~believe~~these wereasons ~~must raise an additional $500,000 (this includes the anticipated $31,250 capital raise) to pay for expenses associated with~~ our ~~development~~ ~~over~~auditors ~~the~~stated ~~next~~in 18their ~~months.~~report ~~$150,000~~that ~~will~~they behave ~~used~~substantial todoubt ~~finance anticipated~~we ~~activities during Phase One of our development plan as described below, and $350,000~~ will be ~~used~~able to ~~finance~~continue ~~anticipated activities during Phase Two of our development plan~~ as ~~described~~a ~~below~~going concern.

As- ~~of August~~13 ~~31, 2010, we had cash on hand of $ 8,912.~~-

~~PHASE ONE~~Critical accounting policies

	PROJECTED
	DATE OF	ESTIMATED
ANTICIPATED MILESTONES	COMPLETION	BUDGET $
	0-9 MONTHS
Complete RCC Site Selection and Farm Construction Drawings and Specifications			65,000
Complete RCC Initial Coral Stock Selection and Inventory for propagation			20,000
Complete RCC Final Coral Stock Selection and Inventory for propagation			20,000
Interview Sales Agents and Sign Territorial Agreements			5,000
Complete the Operational Website of RCC including Hosting			20,000
Complete Selection of RCC Consulting Team to Execute Business Plan and Full Time Employees			5,000
Additional Working Capital Including Professional Fees			15,000
	TOTAL PHASE ONE	$	150,000

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, which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements.

Note: This table above does not include costs related to commencing sales and marketing of our products.

PHASE TWO

	PROJECTED
	TIME TO	ESTIMATED
MILESTONES	COMPLETION	BUDGET $
	9-18 MONTHS
PRODUCTION Complete RCC Site Selection and Execute Purchase All Specified Equipment (Production, Office, Warehouse, QC, Testing) Coral Stock For Propagation			210,000
MARKETING & SALES Complete Sales Literature, Displays, Advertising Operational Website, Complete all Displays Literature And Advertising Program			40,000
MANAGEMENT, FARMING & ADMINISTRATION Consultants Operational CFO, Production, Marketing Farming Employees			70,000
ADDITIONAL WORKING CAPITAL			30,000
	TOTAL PHASE TWO	$	350,000
	TOTAL PHASE ONE & TWO	$	500,000	*

* This includes the anticipated $31,250 capital raise.

Many of the developments enumerated in Phase 2 are dependent on the completion of objectives in Phase 1 and both Phases are dependent on us securing additional financing even if we are able to sell all of the securities offered by this Prospectus. There can be no assurance that we will be able to sell any of the securities offered by this Prospectus or secure additional financing. If we are able to raise some, but not all funds required to undertake the developments in Phase 1 and Phase 2, our management will re-examine our proposed business activities to use our resources most efficiently. In this event, our focus will likely be on spending available funds on assuring that we retain our reporting status with the SEC and developing our product designs to attract investors.

If we are unable to raise additional funds we will not be able to complete any of the milestones in either Phase 1 or Phase 2. Due to the fact that many of the milestones are dependent on each other, if we do not raise any additional capital we will not be able to implement any facets of our business plan.

We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officer and director in order to finance our businesses 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.

We have not yet begun the development of any of our anticipated products and even if we do secure adequate financing, there can be no assurance that our products will be accepted by the marketplace and that we will be able to generate revenues.

Our management does not plan to hire any employees at this time. Our sole officer and director will be responsible for business plan development. If we develop our products and are in a position to begin sales, marketing and distribution, we intend to hire independent consultants and sales representatives as we deem necessary.

RESULTS OF OPERATIONS

There is no historical financial information about us upon which to base an evaluation of our performance. We have incurred expenses of $2,088 on our operations as of August 31, 2010 on selling, general and administrative expenses and our only other activity consisted of the sale of 9,000,000 shares of our common stock to our sole director and officer for aggregate proceeds of $9,000.

We have not generated any revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. (See "Risk Factors"). To become profitable and competitive, we must develop the business and marketing plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.

Since inception, the majority of our time has been spent refining its business plan and collection design sketches, and preparing for a primary financial offering.

Our results of operations are summarized below:

	August 13, 2010 (Inception)
	TO August 31, 2010
	(AUDITED)
	($)
Revenue		-
Cost of Revenue		-
Expenses	$	2,088
Net Loss -	$	2,088
Net Loss per Share - Basic and Diluted		(0.00	)
Weighted Average Number Shares Outstanding - Basic and Diluted		9,000,000

LIQUIDITY AND CAPITAL RESOURCES

As of the date of this prospectus, we had yet to generate any revenues from our business operations. For the period ended August 31, 2010, we issued 9,000,000 shares of common stock to our sole officer and director for cash proceeds of $9,000.

We anticipate needing a minimum of $150,000 for Phase One and an additional $350,000 for Phase Two, totaling $500,000 (this includes the anticipated $31,250 raise) in order to effectively execute our business plan over the next eighteen months. Currently available cash is not sufficient to allow us to commence full execution of our business plan. Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.

Through August 31, 2010, we spent $2,088 on general operating expenses. We raised the cash amounts to be used in these activities from the sale of common stock to our sole officer and director, however we currently have accrued liabilities of $2,000 and a working capital of $6,912.

As of August 31, 2010 we had $8,912 cash on hand.

To date, the Company has managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer does not draw a salary at this time. Second, the Company has been able to keep our operating expenses to a minimum by operating in space owned by our sole officer and will be only paying the direct expenses associated with our business operations.

As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. Management believes if the Company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.

The Company currently has no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

If the Company is unable to raise the funds partially through this offering the Company will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that the Company will be able to keep costs from being more than these estimated amounts or that the Company will be able to raise such funds. Even if we sell all shares offered through this registration statement, we expect that the Company will seek additional financing in the future. However, the Company may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the Company may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that the Company will be required to seek protection from creditors under applicable bankruptcy laws.

Our independent auditor has expressed substantial doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions.

Although the Company has adopted a Code of Ethics and Business Conduct the Company has not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, the Company is not required to do so. The Company has not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, the Company may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officer and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

OFF-BALANCE SHEET ARRANGEMENTS

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

INFLATION

The effect of inflation on our revenues and operating results has not been significant.

CRITICAL ACCOUNTING POLICIES

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete listing of these policies is included in Note 3 of the notes to our financial statements for the year ended August 31, 2010. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

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.

~~RESEARCH AND~~GOING ~~DEVELOPMENT~~CONERN ~~EXPENSES~~ - ~~Expenditures~~The ~~for~~accompanying ~~research~~financial statements have been prepared assuming that the Company will continue as a going concern. For the nine months ended December 31, ~~development~~2015, the Company had a net loss of $676,512 and ~~engineering~~ negative cash flow from operating activities of ~~products~~$454,830. ~~will~~As of December 31, 2015, the Company had negative working capital of $518,425. 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 ~~expensed~~necessary should the Company be unable to continue as ~~incurred~~a going concern.

~~EARNINGS (LOSS)~~DESCRIPTION ~~PER~~OF SHARE - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered antidilutive and thus are excluded from the calculation. At August 31, 2010 the Company did not have any potentially dilutive common shares.BUSINESS

~~CHANGES IN~~History ~~AND~~and ~~DISAGREEMENTS~~general ~~WITH ACCOUNTANTS ON ACCOUNTING~~overview

~~AND FINANCIAL~~Rainbow ~~DISCLOSURE~~Coral Corp. was incorporated in Florida August 13, 2010 to build a coral farm facility to develop and grow coral, independent of oceans, as a future farm reserve against the decline of natural wild reefs. We acquired all of the assets and the business of Father Fish Aquarium, Inc. June 13, 2011, for $50,000 cash and have continued the business of Father Fish under our name, Rainbow Coral Corp. As a result, we operate a retail fish store and coral farm facility.

~~Peter Messineo~~Our subsidiary, ~~CPA~~Father Fish, ~~has~~is ~~audited~~a ~~our~~retail ~~Financial~~tropical ~~Statements~~fish ~~for~~store ~~the~~with ~~period~~a license from ~~August 13,~~the ~~2010~~Florida ~~(date~~Department of ~~inception)~~Agriculture ~~through~~to ~~August~~raise ~~31,~~a ~~2010~~number ~~and~~of toornamental animals. Among these are various types of coral and the ~~extent~~live ~~set~~food ~~forth in~~they ~~its~~require ~~report~~for nutrition. In addition, ~~which~~Father ~~are~~Fish ~~included~~raises ~~herein~~a innumber ~~reliance~~of ~~upon~~fresh ~~the~~water ~~authority~~and salt water fish and invertebrates. Sales are made out of ~~said firm~~a asretail ~~experts~~location in ~~accounting~~Florida and ~~auditing.~~online ~~There~~to ~~were~~hobbyists noand ~~disagreements~~serious ~~related to~~collectors ~~accounting~~and ~~principles~~by orcontracts ~~practices,~~with ~~financial~~local ~~statement~~departments ~~disclosure,~~of ~~internal controls~~education orfor ~~auditing~~classroom ~~scope~~and orscience ~~procedure~~lab ~~during~~use. ~~the~~Father ~~two~~Fish ~~fiscal~~has ~~years~~a varied customer base and ~~interim period~~no individual customer is significant to our total sales.

~~CODE~~Plan ~~OF BUSINESS~~of ~~CONDUCT AND ETHICS~~operation

OnWe ~~August 13,~~plan ~~2010~~to wedevelop ~~adopted~~ a ~~Code~~larger ofscale ~~Ethics~~coral ~~and~~farm ~~Business~~facility ~~Conduct~~in ~~which~~order ~~is applicable~~ to ~~our~~ ~~employees~~grow, harvest and ~~which~~distribute ~~also~~as ~~includes~~many avarieties ~~Code~~ of ~~Ethics~~hard ~~for~~and ~~our~~soft ~~CEO~~captive-bred ~~and~~coral ~~principal financial~~sizes ~~officer~~as ~~and~~possible ~~persons~~for ~~performing~~use ~~similar~~by ~~functions~~retail consumers and bio-researchers. AThe ~~code~~use for coral as a source of ~~ethics~~potential leading edge medical discoveries is a ~~written~~an ~~standard~~attractive ~~designed~~business toopportunity ~~deter~~for ~~wrongdoing~~our ~~and~~coral tofarming ~~promote~~activity.

oThe ~~honest~~coral is attractive to many consumers who can maintain them in a healthy ecosystem aquarium. We believe that coral and ~~ethical~~other ~~conduct~~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 present an additional opportunity for our coral farming activity. We believe that the world of bio-research is a natural continuation of our core coral propagation business. Because of our belief, on October 23, 2011, we formed a subsidiary, Rainbow Biosciences, LLC, to explore opportunities within the bioscience market. Rainbow Biosciences, LLC is continuing to research opportunities in the bioscience markets.

o- ~~full,~~14 ~~fair, accurate, timely and understandable disclosure in regulatory filings and public statements,~~-

oThe ~~compliance~~Nano3D ~~with applicable laws~~Biosciences, ~~rules~~Inc. ~~and regulations,~~agreement

oOn March 13, 2012, the ~~prompt~~Company ~~reporting~~entered ~~violation~~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 ~~code~~N3D Stock Purchase Agreement, ~~and~~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.

oThe ~~accountability~~Company ~~for~~suspended ~~adherence~~payments to N3D in May 2012 because of their delay in reaching certain milestones in the ~~code~~commercialization process. The Company wrote off the investment in full due to the uncertainty about whether the carrying amount is recoverable. During the nine months ended December 31, 2015, the Company paid and expensed $10,000 with N3D.

AOn ~~copy~~February ~~of our~~1, ~~Code~~2013, ofthe ~~Business~~Company ~~Conduct~~entered ~~and~~into ~~Ethics~~a ~~has~~joint ~~been~~venture ~~filed~~agreement with ~~the~~TheraKine ~~Securities~~Ltd. ~~and Exchange~~(“TheraKine”) ~~Commission~~in asorder anto ~~exhibit~~explore potential business opportunities to ~~this~~exploit ~~S-1~~TheraKine’s ~~filing~~drug delivery technologies. ~~Any~~TheraKine ~~person~~is ~~desiring~~the adeveloper ~~copy~~ of ~~the~~a ~~Code~~revolutionary, sustained-release drug delivery platform that could soon make local delivery of ~~Business~~biologic ~~Conduct~~agents and ~~Ethics~~small molecules safer, ~~can~~more ~~obtain~~effective, ~~one~~and bymore ~~going~~convenient tothan ~~Edgar~~ever ~~and looking~~before. atDuring the ~~attachments~~nine tomonths ~~our~~ended December 31, 2015, the Company made no payments toward this ~~S-1~~joint ~~filing~~venture.

29The Terra First Investment Agreement

~~MANAGEMENT~~On February 23, 2016, we entered into an investment agreement (the “Terra First Investment Agreement”) with Terra First Enterprises Inc., a Wyoming corporation (“Terra First”). Pursuant to the terms of the Terra First Investment Agreement, Terra First committed to purchase up to $5,000,000 of our common stock over a period of up to thirty-six (36) months.

~~Officer~~As ~~and Director~~a commitment fee in connection with execution of the Terra First Investment Agreement, we delivered to Terra First 500,000 common stock purchase warrants each entitling the holder, upon 61 days’ prior written notice, to the cashless purchase of one share of Common Stock at a price of $.05 per share at any time prior to the expiration of two years after the date thereof.

~~Our~~In ~~sole officer~~connection ~~and~~with ~~director~~the ~~will~~Terra ~~serve~~First ~~until~~Investment ~~his~~Agreement, ~~successor~~we isalso ~~elected~~entered ~~and~~into ~~qualified. Our~~a ~~officer~~registration isrights ~~elected~~agreement bywith ~~the~~Terra ~~board~~First, ofpursuant ~~directors~~to which we are obligated to file a ~~term~~registration ofstatement ~~one~~with ~~(1)~~the ~~year~~SEC ~~and serve~~covering ~~until~~shares ~~their~~of ~~successor~~our iscommon ~~duly~~stock ~~elected~~underlying ~~and~~the ~~qualified,~~Terra orFirst ~~until~~Investment ~~they~~Agreement. In addition, we are ~~removed~~ ~~from~~obligated ~~office.~~to ~~The~~use ~~board~~all commercially reasonable efforts to have the registration statement declared effective by the SEC and maintain the effectiveness of ~~directors~~such ~~has~~registration nostatement ~~nominating,~~until ~~auditing~~termination ~~or compensation~~of ~~committees~~the Terra First Investment Agreement.

The 1,500,000 shares to be registered herein represent 27.41% of the 5,472,770 publicly tradable shares owned by unaffiliated stockholders issued and outstanding, assuming that the selling stockholder will sell all of the shares offered for sale.

At an assumed purchase price of $0.06525 (equal to 36.25% of the closing price of our common stock of $0.18 on February 23, 2016), we will be able to receive up to $97,875 in gross proceeds, assuming the sale of the entire 1,500,000 shares being registered hereunder pursuant to the Terra First Investment Agreement. Accordingly, we would be required to register an additional 75,128,352 shares to obtain the balance of $4,902,125 under the Terra First Investment Agreement. We are currently authorized to issue 480,000,000 shares of our common stock. Therefor we do not expect that we will not be required to increase our authorized shares in order to receive the entire purchase price. Terra First has agreed to refrain from holding an amount of shares which would result in Terra First owning more than 4.99% of the then-outstanding shares of our common stock at any one time.

There are substantial risks to investors as a result of the issuance of shares of our common stock under the Terra First Investment Agreement. These risks include dilution of stockholders’ percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed.

Terra First will periodically purchase our common stock under the Terra First Investment Agreement and will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to Terra First to raise the same amount of funds, as our stock price declines.

- 15 -

The total investment amount of $5 million was determined based on numerous factors, including the following: Our current running costs are approximately $500,000 per annum, and thus we need a portion of the investment amount to pay general operating expenses. We believe we need the remaining funds for capital expenditures related to promotion of our retail fish store and coral farm facility. While it is difficult to estimate the likelihood that we will need the full investment amount, we believe that we may need the full amount of $5 million funding under the Terra First Investment Agreement.

Purchase of shares under the Terra First Investment Agreement. From time to time during the thirty-six (36) months period commencing with the effectiveness of the registration statement, we may deliver a put notice to Terra First which states the dollar amount that we intend to sell to Terra First on a date specified in the put notice. The purchase price per share to be paid by Terra First shall be calculated at a sixty three & seventy-five hundredths percent (63.75%) discount to the lowest price of the common stock as reported by OTC Markets Group during the twenty (20) consecutive trading days immediately prior to the receipt by Terra First of the put notice. We have reserved 30,000,000 shares of our common stock for issuance under the Terra First Investment Agreement, including 1,500,000 shares included in the registration statement of which this prospectus is a part filed with the Securities and Exchange Commission (the “SEC”). We have more shares reserved than are covered in this registration statement.

Minimum share price. Under the terms of the Terra First Investment Agreement, there is no minimum purchase price for the Put Shares.

Conditions to investor’s obligation. Generally, Terra First is not obligated to purchase any shares under the Investment Agreement unless each of the following conditions are satisfied:


	(i)	a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all times until the Closing with respect to the subject Put Notice;

	(ii)	at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the Common Stock shall have been listed or quoted for trading on the Principal Market and shall not have been suspended from trading thereon for a period of two (2) consecutive Trading Days during the Open Period and we shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock;

	(iii)	we have complied with its obligations and is otherwise not in breach of or in default under, this Agreement, the Registration Rights Agreement or any other agreement executed in connection herewith which has not been cured prior to delivery of the Investor’s Put Notice Date;

	(iv)	no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and

	(v)	the issuance of the Securities will not violate any shareholder approval requirements of the Principal Market.

If any of the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.

Our termination rights. The Investment Agreement may be terminated by us at any time, at our discretion, without any penalty or cost to us.

No short-selling or hedging by Terra First. Terra First has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of our common stock during any time prior to the termination of the Investment Agreement.

Effect of performance of the purchase agreement on our stockholders. The Investment Agreement does not limit the ability of Terra First to sell any or all of the 1,500,000 shares registered in this offering. It is anticipated that shares registered in this offering will be sold over a period of up to approximately 36 months from the date of this prospectus. The sale by Terra First of a significant amount of shares registered in this offering at any given time could cause the market price of our common stock to decline and/or to be highly volatile. Terra First may ultimately purchase all, some or none of the 1,500,000 shares of common stock not yet issued pursuant to the Investment Agreement but registered in this offering. After it has acquired such shares, it may sell all, some or none of such shares. Therefore, sales to Terra First by us pursuant to the Terra First Investment Agreement also may result in substantial dilution to the interests of other holders of our common stock. However, we have the right to control the timing and amount of any sales of our shares to Terra First and the Terra First Investment Agreement may be terminated by us at any time at our discretion without any penalty or cost to us.

- 16 -

Percentage of outstanding shares after giving effect to the purchased shares issued to Terra First. Under the terms of the Terra First Investment Agreement, we authorized the sale to Terra First of up to $5 million of our shares of common stock. We estimate that we will sell the entire number of shares required to receive the full funding of $5 million as described in the Terra First Investment Agreement. Only 1,500,000 are included in this registration statement. Subject to any required approval by our board of directors, we have the right but not the obligation to issue more than the 1,500,000 shares included in this registration statement to Terra First under the Terra First Investment Agreement. In the event we elect to issue more than 1,500,000 shares under the Terra First Investment Agreement, we will be required to file a new registration statement and have it declared effective by the SEC. The number of shares ultimately offered for sale by Terra First in this offering is dependent upon the number of shares purchased by Terra First under the Terra First Investment Agreement.

Properties

Executive offices

We lease our corporate offices at 871 Coronado Center Dr, Suite 20, Henderson, Nevada 89052 on a month-to-month basis in an executive office suite. The rent is approximately $120 per month. The amount of space utilized is flexible and depends on our needs for each month.

Our CEO utilizes office space in Houston, Texas, an area of significant biomedical research, on a month-to-month basis through a management agreement from a professional services corporation.

Retail location

Employees

Our sole employee is Kimberly Palmer, our president, treasurer, secretary and sole director. Ms. Palmer is not employed under an employment agreement. See, Directors, Executive Officers and Corporate Governance.

Intellectual property

We have no patents or trademarks.

Legal proceedings

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. We are not aware of any 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.

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

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

Revenue

Revenue decreased to $84,387 for the nine months ended December 31, 2015, compared to $99,503 for the nine months ended December 31, 2014 due to slower sales during the current period.

Cost of Goods Sold

Cost of goods sold decreased to $34,097 for the nine months ended December 31, 2015, compared to $48,327 for the comparable period in 2014 due to slower sales during the current period.

- 17 -

Gross Profit

Gross profit decreased to $50,290 for the nine months ended December 31, 2015, compared to $51,176 for the nine months ended December 31, 2014. This was a result of the decline in sales partially offset by the decline in cost of goods sold during the current period.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $583,814 and $408,144 for the nine months ended December 31, 2015 and 2014, respectively. The increase was driven by the issuance of Series E Preferred stock for services, which were valued at $140,000. This was offset by a decrease in our investments in profit participation agreements.

Interest Expense

Interest expense decreased from $360,550 for the nine months ended December 31, 2014 to $127,988 for the nine months ended December 31, 2015. Interest expense for the nine months ended December 31, 2015 included amortization of discount on convertible notes payable in the amount of $95,517, compared to $343,385 for the comparable period of 2014. The remaining amount is the result of the Company entering into interest-bearing convertible notes payable.

Net Loss

We incurred a net loss of $676,512 for the nine months ended December 31, 2015 as compared to $787,518 for the comparable period of 2014. The decrease in the net loss was driven by the decline in interest expense, which was offset by the issuance of Series E Preferred stock for services that were valued at $140,000.

Three months ended December 31, 2015 compared to the three months ended December 31, 2014.

Revenue

Revenue decreased to $28,040 for the three months ended December 31, 2015, compared to $28,182 for the three months ended December 31, 2014. This was due to lower volumes which were offset by higher margins.

Cost of Goods Sold

Cost of goods sold decreased to $9,183 for the three months ended December 31, 2015, compared to $10,592 for the comparable period in 2014 due to lower sales at our fish store.

Gross Profit

Gross profit increased to $18,857 for the three months ended December 31, 2015, compared to $17,590 for the three months ended December 31, 2014 as a result higher margins on our sales.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $157,049 and $137,213 for the three months ended December 31, 2015 and ended 2014, respectively. This is a primarily due to increased professional fees and higher costs at our retail fish shop.

Interest Expense

Interest expense decreased from $121,858 for the three months ended December 31, 2014 to $41,566 for the three months ended December 31, 2015. Interest expense for the three months ended December 31, 2015 included amortization of discount on convertible notes payable in the amount of $27,461, compared to $117,026 for the comparable period of 2014. The remaining amount is the result of the Company entering into interest-bearing convertible notes payable.

Net Loss

We incurred a net loss of $179,758 for the three months ended December 31, 2015 as compared to $251,481 for the comparable period of 2014. The decrease in the net loss was primarily the result of lower interest expense related to the amortization of the discount on our convertible notes payable.

- 18 -

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

Revenue

Revenue increased to $128,133 for the year ended March 31, 2015, compared to $113,009 for the year ended March, 31, 2014. This is due to a remodeling of the front showroom to drive sales.

Cost of Goods Sold

Cost of goods sold decreased to $69,745 for the year ended March 31, 2015, compared to $113,228 for the comparable period in 2014. In 2014, our cost of goods sold included impairment of obsolete inventory. The remaining decrease is due to our focus on higher margin items, such as saltwater fish and used aquarium equipment.

Gross Profit

Gross profit increased to $58,388 for the year ended March 31, 2015, compared to a loss of $219 for the year ended March 31, 2014. This was primarily driven by the lower obsolete inventory in 2015 and a focus on higher margin saltwater fish and used equipment in 2015.

General and Administrative Expenses

We recognized general and administrative expenses of $564,387 and $557,031 for the years ended March 31, 2015 and 2014, respectively.

Interest Expense

Interest expense decreased from $427,023 for the year ended March 31, 2014 to $404,234 for the year ended March 31, 2015. The decrease is due to lower amortization of beneficial conversion feature during the year ended March 31, 2015.

Net Loss

We incurred a net loss of $990,233 for the year ended March 31, 2015 as compared to $1,097,141 for the comparable period of 2014. The decrease in the net loss was primarily the result of not having impairment expense during the year ending March 31, 2015 and lower interest expense.

Liquidity and Capital Resources

At December 31, 2015, we had cash on hand of $1,372. The company has negative working capital of $518,425. Net cash used in operating activities for the nine months ended December 31, 2015 was $454,830. Cash on hand is adequate to fund our operations for less than one month. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to the Company. We have no material commitments for capital expenditures as of December 31, 2015.

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 AND ADDRESS	AGE	POSITION(S)
Name	Age	Position
Louis W. Foxwell	69	President, Secretary/ Treasurer
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.
291 LaCosta Rd.		Principal Executive Officer
Nokomis, FL 34275		Principal Financial Officer and sole member of the Board of Directors

~~The person~~Ms. ~~named~~Palmer ~~above~~was ~~has~~appointed ~~held~~as ~~his~~CEO ~~offices/positions~~and ~~since~~a ~~the~~member ~~inception~~ of ~~our company~~the ~~and~~board isof ~~expected~~directors toon ~~hold~~December ~~his~~1, ~~offices/positions until the next annual meeting of our stockholders~~2013.

~~BUSINESS EXPERIENCE~~- 19 -

~~LOUIS W. FOXWELL, SOLE OFFICER AND DIRECTOR~~Biographies

~~2005-PRESENT~~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.

~~OWNER~~Family ~~of Father Fish Aquarium, Venice Florida~~Relationships

~~2004-2005~~There are no family relationships among our directors, executive officers, or persons nominated to become executive officers or directors.

~~CORAL FARM~~Involvement ~~CONSULTANT~~in Certain Legal Proceedings

~~Consultant to~~During ~~DOMINICA,~~the ~~West~~past ~~Indies.~~ten ~~Consultant~~(10) onyears, ~~the~~none ~~development~~ of aour ~~CORAL~~directors, ~~FARM~~persons ~~for the~~nominated ~~government~~to ofbecome ~~Dominica.~~directors, ~~This~~executive ~~privately~~officers, ~~owned~~promoters ~~installation~~or control persons was involved in any of the ~~first attempt to~~legal ~~develop~~proceedings ~~corals~~listed in ~~captivity~~Item 401 (f) of Regulation S-K.

~~2002-2004~~Arrangements

~~MARKETING DIRECTOR~~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.

~~C&S TROPICALS-~~Code ~~TROPICAL~~of ~~FISH FARM- Ruskin,FL~~ethics

~~1995-2002~~We have adopted a code of ethics that applies to our executive officers and employees.

~~EXECUTIVE DIRECTOR~~Corporate governance

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

~~Represented 50~~We continue to review our corporate governance policies and practices by comparing our policies and practices with those suggested by various groups or authorities active in evaluating or setting best practices for corporate governance of public companies. Based on this review, we have adopted, and will continue to adopt, changes that the ~~top~~board ~~tropical~~believes ~~fish~~are ~~suppliers~~the inappropriate corporate governance policies and practices for our Company. We have adopted changes and will continue to adopt changes, as appropriate, to comply with the ~~United~~Sarbanes-Oxley ~~States~~Act of 2002 and subsequent rule changes made by the SEC and any applicable securities exchange.

~~1989-1995~~Director qualifications and diversity

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

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

~~1986~~-~~1989~~ 20 -

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

~~Worked~~At in the ~~environmental~~present ~~science department of the CATOCTIN ZOOLOGICAL PARK Thurmont~~time, ~~MD.~~ Mywe ~~efforts~~have ~~culminated~~no inindependent ~~the development of a Community College Environmental sciences center on the grounds of the ZOOLOGICAL PARK~~directors.

30Lack of committees

~~1978-1986~~We do not presently have a separately designated audit committee, compensation committee, nominating committee, executive committee or any other committees of our board of directors. As such, the sole director acts in those capacities. We believe that committees of the board are not necessary at this time given that we are in the exploration stage.

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

~~Appointed by~~Ms. Palmer does not qualify as an “audit committee financial expert.” We believe that the ~~Mayor~~cost ofrelated ~~Baltimore~~to ~~(Mr~~retaining such a financial expert at this time is prohibitive, given our current operating and financial condition. ~~William~~Further, ~~Donald~~because ~~Schaefer)~~we are in the development stage of our business operations, we believe that the services of an audit committee financial expert are not necessary at this time.

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

~~Member~~· being directly responsible for the appointment, compensation and oversight of our independent auditor, which shall report directly to the ~~search~~audit ~~Committee~~committee, including resolution of disagreements between management and the auditors regarding financial reporting for the purpose of preparing or issuing an audit report or related work; · annually reviewing and reassessing the adequacy of the committee’s formal charter; · reviewing the annual audited financial statements with our management and the independent auditors and the adequacy of our internal accounting controls; · reviewing analyses prepared by our management and independent auditors concerning significant financial reporting issues and judgments made in connection with the preparation of our financial statements; · reviewing the independence of the independent auditors; · reviewing our auditing and accounting principles and practices with the independent auditors and reviewing major changes to our auditing and accounting principles and practices as suggested by the independent auditor or its management;

~~Chairman of~~- ~~the~~21 ~~Community Relations Committee~~-

Developed Engineering staff for the NATIONAL AQUARIUM of MD


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

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

~~Member~~Risk ~~of the American Littoral Society in support of the flora and fauna~~oversight

OfEnterprise ~~the Chesapeake~~risks ~~Bay~~are identified and ofprioritized by management and each prioritized risk is assigned to the ~~bays~~board for oversight. These risks include, ~~inlets~~without limitation, ~~streams~~the ~~and~~following: ~~rivers~~

~~CHAIRMAN of~~· ~~the~~Risks Cand exposures associated with strategic, financial and execution risks and other current matters that may present material risk to our operations, plans, prospects or reputation.R · Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity matters.C ~~arranged~~· ~~for~~Risks ~~shipments~~and ofexposures ~~fresh~~relating ~~water~~to ~~animals~~corporate ~~for~~governance; ~~initial Displays in~~and ~~Baltimore~~management and director succession planning. · Risks and exposures associated with leadership assessment, and compensation programs and arrangements, including incentive plans.

~~1956-1978~~Section 16(a) beneficial ownership reporting compliance

~~SUPPLIER OF~~Section ~~TROPICAL~~16(a) ~~FISH~~of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of our common stock to file reports of ownership and change in ownership with the Securities and Exchange Commission and the exchange on which the common stock is listed for trading. Executive officers, directors and more than ten percent stockholders are required by regulations promulgated under the Exchange Act to furnish us with copies of all Section 16(a) reports filed. Based solely on our review of copies of the Section 16(a) reports filed for the fiscal year ended July 31, 2013, we believe that our executive officers, directors and ten percent stockholders complied with all reporting requirements applicable to them.

TROPICAL FISH HOBBYIST, COLLECTOR AND SUPPLIER of Farmed FISH to Aquarium, Inc. in MD

PAST PRESIDENT of the GULF COAST TROPICAL FISH, INC.

Member of The TAMPA BAY TROPICAL FISH SOCIETY

Member of The FLORIDA TROPICAL FISH FARMS ASSOCIATION

Member of the AMERICAN LITTORAL SOCIETY

CONFLICTS OF INTEREST

Mr. Foxwell is not obligated to commit his full time and attention to our business and, accordingly, he may encounter a conflict of interest in allocating his time between our operations and those of other businesses. In the course of his other business activities, she may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which he owes a fiduciary duty. As a result, he may have conflicts of interest in determining to which entity a particular business opportunity should be presented. He may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct.

In general, officers and directors of a corporation are required to present business opportunities to the corporation if:

o the corporation could financially undertake the opportunity;

o the opportunity is within the corporation's line of business; and

o it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

COMMITTEES OF THE BOARD OF DIRECTORS

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

We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our sole director established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our sole director has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors.

Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.

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

o understands generally accepted accounting principles and financial statements,

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

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

o understands internal controls over financial reporting, and

o understands audit committee functions.

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

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

EXECUTIVE COMPENSATION

~~We have made no provisions for paying cash or non-cash compensation to our sole officer and director~~Ms. NoPalmer ~~salaries~~is ~~are being~~ paid ~~at the present time~~$60,000 noper ~~salaries~~year ~~or other compensation were paid in cash, or otherwise,~~ for her services ~~performed prior~~ to ~~August~~the ~~13,~~company. ~~2010,~~She ~~our~~does ~~date~~not ofhave ~~inception,~~a ~~and~~written noemployment ~~compensation~~agreement ~~will~~with bethe ~~paid unless and until our operations generate sufficient cash flows~~company.

The table below summarizes all compensation ~~awarded~~awards to, earned by, or paid to our named executive officer for all ~~services~~service rendered in all capacities to us for the ~~period~~ ~~from~~fiscal ~~inception~~years ~~August~~ended ~~13,~~March ~~2010 through August~~ 31, ~~2010~~2015 and 2014.

SUMMARY COMPENSATION TABLE

Name															Non-Equity		Nonqualified
Name and Principal Position	Fiscal Year		Salary ($)	Bonus ($)		Stock Awards ($)	Option Awards ($)		Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)		All Other Compensation ($)	Total ($)
and										Stock			Option		Incentive Plan		Deferred
Kimberly Palmer	2015		$60,000	$2,000		—	—		—	—		—	$62,000
principal				Salary			Bonus			Awards			Awards		Compensation		Compensation		All Other		Total
CEO and Director	2014		$17,500	—		—	—		—	—		—	$17,500
position	Year			($)			($)			($)			($)		($)		Earnings ($)		Compensation		($)
Patrick Brown,	2014		$64,000	—		—	—		—	—		—	$64,000
Louis
former CEO	2013		$66,000	—		—	—		—	—		—	$66,000
Foxwell
Lou Foxwell, former	2015		$30,000	—		—	—		—	—		—	$30,000
President		2010			0			0			0			0		0		0		0		0
CEO and current	2014		$28,750	—		—	—		—	—		—	$28,750
president of Father Fish	2013		$25,000	—		—	—		—	—		—	$25,000

32- 22 -

WeOUTSTANDING ~~have not~~EQUITY ~~paid~~AWARDS ~~any~~AT ~~salaries~~MARCH ~~to our sole director and officer as of the date of this Prospectus. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans~~31, ~~retirement,~~ ~~pension, or profit sharing plans for the benefit of our officer and director other than as described herein.~~2015

~~OUTSTANDING EQUITY~~Option ~~AWARDS~~Awards ATStock ~~FISCAL~~Awards ~~YEAR-END~~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 — — — — — — — — —

~~The~~Employment ~~table below~~Agreements ~~summarizes~~& ~~all~~Retirement ~~unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of August 13, 2010.~~Benefits

~~OPTION~~None ~~AWARDS STOCK AWARDS Equity Incentive Equity Plan Incentive Awards: Plan Market or Equity Awards: Payout Incentive Number~~ of ~~Value~~our ofexecutive ~~Plan~~officers ~~Market~~is ~~Unearned~~subject ~~Unearned~~to ~~Number~~employment ~~of Awards: Number of Value of Shares~~agreements, ~~Shares,~~but ~~Securities~~we ~~Number~~may ofenter ~~Number~~into ofsuch ~~Shares~~agreements orwith ~~Shares~~them orin ~~Units~~the orfuture. ~~Units~~We orhave ~~Underlying~~no ~~Securities~~plans ~~Securities~~providing ~~Units~~for ofthe ~~Units~~payment of ~~Other~~any ~~Other~~retirement Unexercised Underlying Underlying Stock Stock Rights Rights Option Unexercised Unexercised Option Option That Have That Have That Have That Have (#) Options (#) Unearned Exercise Expiration Not Not Not Not Name Exercisable Unexercisable Options (#) Price ($) Date Vested (#) Vested ($) Vested (#) Vested (#) Louis Foxwell - - - - - - - - -benefits.

~~There were~~Director ~~no grants of stock options since inception to the date of this Prospectus.~~Compensation

WeDirectors doreceive ~~not have~~no ~~any~~compensation ~~long-term~~for ~~incentive~~serving ~~plans~~on ~~that~~the ~~provide~~Board. ~~compensation~~We ~~intended~~have tono ~~serve as~~non-employee ~~incentive for performance~~directors.

Our ~~sole director~~Board ~~has~~of ~~not~~Directors ~~adopted~~is acomprised ~~stock~~of ~~option~~Kimberly ~~plan~~Palmer. ~~We have no plans to adopt a stock option plan, but may choose to do so in the future~~Ms. IfPalmer ~~such~~also aserves ~~plan~~as ~~is adopted, this may be administered by~~ the ~~board~~CEO orof ~~a committee appointed by~~ the ~~board (the "Committee")~~Company. ~~The~~None ~~committee~~of ~~would~~our ~~have~~directors ~~the~~has ~~power to modify, extend~~ or ~~renew outstanding~~had ~~options~~a ~~and~~compensation toarrangement ~~authorize~~with the ~~grant~~Company offor ~~new~~director ~~options in substitution therefore~~services, ~~provided~~nor ~~that~~have any ~~such~~of ~~action~~them ~~may~~been ~~not~~compensated ~~impair any rights under any option previously granted. We may develop an incentive based stock option plan~~ for ~~our officer and~~ director ~~and~~services ~~may~~since ~~reserve~~the upCompany’s ~~to 10% of our outstanding shares of common stock for that purpose~~inception.

~~OPTIONS GRANTS~~We ~~DURING~~reimburse ~~THE~~our ~~LAST~~directors ~~FISCAL~~for ~~YEAR~~all /reasonable ~~STOCK~~ordinary ~~OPTION~~and ~~PLANS~~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, 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.

WeDirector 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.Independence

~~AGGREGATED OPTIONS~~We ~~EXERCISES~~do INnot ~~LAST~~currently ~~FISCAL~~have ~~YEAR~~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.

~~No individual~~SECURITY ~~grants~~OWNERSHIP ofOF ~~stock~~CERTAIN ~~options,~~BENEFICIAL ~~whether~~OWNERS orAND 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.MANAGEMENT

33The following table sets forth certain information as of February 23, 2016, with respect to the beneficial ownership of shares of the Company’s common stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of the Company’s common stock, (ii) each of our Directors, (iii) each of our Executive Officers, and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of February 23, 2016, there were 10,560,200 shares of the Company’s common stock issued and outstanding.

~~LONG~~-~~TERM INCENTIVE~~ ~~PLANS~~23 ~~AND AWARDS~~-

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to our sole director and officer or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by our sole director and officer or employees or consultants since we were founded.


Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Outstanding Common Stock Owned
Essen Enterprises, Inc.	6,513,344	61.68	%
San Francisco, 65 East Street, House No. 35
Panama City, Panama

Kimberly Palmer, CEO & Director	—	0.0	%

All directors and executive officers as a group (1) person.	—	0.0	%

COMPENSATION OF DIRECTORS


(1)	Under Rule 13d-3 under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

(2)	The beneficial owner of Essen Enterprises, Inc. is Filipp Korolev.

(3)	The outstanding shares of Series E preferred share have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of common stock. As a result, Essen Enterprises has 2/rds. of the voting power of all shareholders at any time corporate action requires a vote of shareholders.

(4)	In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. However, the percentage of outstanding shares as shown in this table is based on 10,560,200 shares of common stock outstanding February 23, 2016.

~~Our~~Changes sole director is not compensated by us for acting as such. He is reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements pursuant to which our sole director is or will be compensated in ~~the future for any services provided as a director.~~control

WeThe doCompany ~~not have~~underwent ~~any~~a ~~agreements~~change ~~for~~in ~~compensating~~management ~~our~~on ~~directors~~January ~~for~~1, ~~their~~2013, ~~services~~when inCindy ~~their capacity~~Morrissey resigned as ~~directors,~~sole ~~although~~director ~~such~~and ~~directors~~officer ~~are~~of ~~expected~~the inCompany. Shareholders ~~the~~holding ~~future~~a ~~to receive~~majority ~~stock~~of ~~options~~the toissued ~~purchase~~and outstanding shares of ~~our~~the common stock elected Kimberly Palmer to serve as ~~awarded~~the bysole ~~our board~~director, president, secretary and treasurer. There are currently no arrangements which would result in a change in control of ~~directors~~the Company.

~~EMPLOYMENT CONTRACTS,~~CERTAIN ~~TERMINATION~~RELATIONSHIPS OFAND ~~EMPLOYMENT~~RELATED TRANSACTIONS, ~~CHANGE-IN-CONTROL ARRANGEMENTS~~AND DIRECTOR INDEPENDENCE

~~There~~Transactions ~~are no employment contracts or other contracts or arrangements~~ with ~~our~~related officer or director other than those disclosed in this report. There are no compensation plans or arrangements, including payments to be made by us, with respect to Mr. Foxwell that would result from her resignation, retirement or any other termination. There are no arrangements for directors, officers or employees that would result from a change-in-control.persons

~~INDEBTEDNESS OF~~Since ~~DIRECTORS~~January 1, ~~SENIOR~~2013 ~~OFFICERS~~the Company has not been a party to any transaction in which the amount involved exceed or will exceed $120,000 ~~EXECUTIVE~~and ~~OFFICERS~~in ~~AND~~which ~~OTHER MANAGEMENT~~any of the person who serves as our director and executive officer or with any beneficial owners of more than 5% of our common stock, or entities affiliated with them, had or will have a direct or indirect material interest.

~~Neither our~~Director sole director and officer nor any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.independence

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

~~The~~- ~~table below~~24 summarizes all compensation awarded to, earned by, or paid to our sole director for all services rendered in all capacities to us for the period from inception August 13, 2010 through August 31, 2010.-

~~DIRECTOR COMPENSATION~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

	Fees						Non-Equity		Non-Qualified
	Earned						Incentive		Deferred
	or Paid		Stock		Option		Plan		Compensation		All Other
	in Cash		Awards		Awards		Compensation		Earnings		Compensation		Total
Name	($)		($)		($)		($)		($)		($)		($)
Louis Foxwell		0		0		0		0		0		0		0

As reported in our Form 8-K filed August 19, 2013, on July 26, 2013, we dismissed the registered independent public accountant, Messineo & Co, CPAs, LLC (“M&Co”) of Clearwater, Florida. M&Co’s report on the financial statements for the years ended March 31, 2013 and 2012, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern. Our Board of Directors participated in and approved the decision to change independent accountants.

AtThrough ~~this time~~the period covered by the financial audit for the years ended March 31, we2013 and 2012 and through the date of dismissal, there have ~~not~~been ~~entered~~no ~~into~~disagreements with M&Co on any ~~employment~~matter ~~agreements~~of ~~with~~accounting ~~our~~principles ~~sole~~or ~~officer and~~practices, ~~director~~financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of M&Co would have caused them to make reference thereto in their report on the financial statements. IfDuring ~~there~~the isyears ~~sufficient~~ended ~~cash~~March ~~flow~~31, ~~available~~2013 ~~from~~and ~~our~~2012 ~~future operations~~and the interim period through July 26, we2013, ~~may~~there ~~enter~~have ~~into~~been ~~employment~~no ~~agreements~~reportable events with ~~our~~us ~~sole~~as ~~officer~~set ~~and director~~forth orin ~~future~~Item ~~key~~304(a)(1)(iv) ~~staff~~of ~~members~~Regulation S-K.

~~SECURITY OWNERSHIP~~Also OFon ~~CERTAIN~~July ~~BENEFICIAL~~26, ~~OWNERS~~2013, the Company engaged GBH CPAs, PC (“GBH”) of Houston, Texas, as its new registered independent public accountant. During the years ended March 31, 2013 and 2012 and prior to July 26, 2013 (the date of the new engagement), we did not consult with GBH regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by GBH, in either case where written or oral advice provided by GBH would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

~~The following~~As ~~table~~reported ~~sets~~in ~~forth~~our Form 8-K filed November 4, as2015, ofOn ~~the~~October ~~date~~15, of2015, ~~this~~GBH ~~prospectus~~CPAs, PC of Houston, Texas (“GBH”) informed Rainbow Coral Corp. (the ~~total~~“Company”) ~~number~~ of ~~shares~~their ~~owned~~resignation ~~beneficially~~as by our ~~sole~~independent ~~officer~~registered ~~and~~public ~~director,~~accounting ~~and~~firm. ~~key employees,~~GBH’s ~~individually~~report ~~and~~on asthe afinancial ~~group,~~statements ~~and~~for the ~~present~~years ~~owners~~ended ofMarch 5%31, or2015 ~~more~~and ~~of our~~2014 ~~total~~contained ~~outstanding~~no ~~shares.~~adverse ~~The~~opinion ~~table~~or ~~also~~disclaimer ~~reflects~~of ~~what~~opinion ~~his~~and ~~ownership~~was ~~will~~not ~~be assuming~~qualified ~~completion~~or ofmodified ~~the~~as ~~sale~~to ofaudit ~~all~~scope ~~shares~~or inaccounting, ~~this~~except ~~offering.~~that ~~The~~the ~~stockholder listed~~report ~~below~~contained ~~has~~an ~~direct~~explanatory ~~ownership~~paragraph ofstating ~~his~~that ~~shares~~there ~~and~~was ~~possesses~~substantial ~~sole~~doubt ~~voting~~about ~~and dispositive~~the ~~power~~Company’s ~~with~~ability ~~respect~~ to ~~the~~continue ~~shares~~as a going concern.

34On October 26, 2015, the Company engaged Malone Bailey LLP of Houston, Texas (“Malone Bailey”) as its new independent registered public accounting firm. During the years ended March 31, 2015 and 2014 and prior to October 26, 2015 (the date Malone Bailey was engaged), we did not consult with Malone Bailey regarding (1) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by Malone Bailey, in either case where written or oral advice provided by Malone Bailey would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issued or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively.

	Name and Address of	Amount and Nature of		Percent of
Title of Class	Beneficial Owner [1]	Beneficial Ownership		Class [2]
Common Stock	Louis W. Foxwell		9,000,000		100	%
	291 LaCosta Rd.
	Nokomis, FL 34275
	All Officers and		9,000,000		100	%
	Directors as a Group
	(1 person)

SELLING STOCKHOLDER

~~[1]~~We ~~The person~~are ~~named~~registering ~~above~~for ~~may~~resale beshares ~~deemed~~of toour becommon astock ~~"parent"~~that ~~and~~are ~~"promoter"~~issued ofand ~~our~~outstanding ~~company, within~~held by the ~~meaning~~selling ofstockholder ~~such~~identified ~~terms~~below. ~~under~~We are registering the ~~Securities~~shares ~~Act~~to ofpermit ~~1933,~~the asselling ~~amended, by~~stockholder ~~virtue~~to ofresell ~~his~~the ~~direct~~shares when and ~~indirect~~as ~~stock~~it ~~holdings.~~deems ~~Mr.~~appropriate ~~Foxwell~~in isthe manner described in the ~~only "promoter"~~“Plan of ~~our company~~Distribution.” ~~Mr.~~As ~~Foxwell~~of isFebruary ~~also~~23, ~~our~~2016, ~~sole~~there ~~director~~were 10,560,200 shares of common stock issued and ~~officer~~ outstanding.

~~[2]~~The ~~Based on~~following ~~9,000,000~~table ~~shares~~sets ~~issued and outstanding as of the date of this Prospectus~~forth:

~~CHANGE~~· ~~IN CONTROL~~the name of the selling stockholder, · the number of shares of our common stock that the selling stockholder beneficially owned prior to the offering for resale of the shares under this prospectus, · the maximum number of shares of our common stock that may be offered for resale for the account of the selling stockholder under this prospectus, and · the number and percentage of shares of our common stock to be beneficially owned by the selling stockholder after the offering of the shares (assuming all of the offered shares are sold by the selling stockholder).

We- ~~are not~~25 ~~aware of any arrangement that might result in a change in control of our company in the future.~~-

~~CERTAIN RELATIONSHIPS~~The ~~AND~~selling ~~RELATED~~stockholder ~~PARTY~~has ~~TRANSACTIONS~~never served as our officer or director or any of its predecessors or affiliates within the last three years, nor has the selling stockholder had a material relationship with us. The selling stockholder is neither a broker-dealer nor an affiliate of a broker-dealer. The selling stockholder did not have any agreement or understanding, directly or indirectly, to distribute any of the shares being registered at the time of purchase.

OnThe ~~August 13,~~selling ~~2010~~stockholder wemay ~~issued~~offer ~~9,000,000~~for ~~shares~~sale all or part of ~~our~~the ~~common~~shares ~~stock~~from time to ~~our~~time. ~~sole~~The ~~director~~table ~~and officer~~below atassumes ~~$0.001~~that ~~per~~the ~~share~~selling ~~for~~stockholder ~~aggregate~~will ~~proceeds~~sell all of $9the shares offered for sale. The selling stockholder is under no obligation,~~000~~ however, to sell any shares pursuant to this prospectus.

There have been no other transactions since our audit date, August 31, 2010, or any currently proposed transactions in which we are, or plan to be, a participant and in which any related person had or will have a direct or indirect material interest.


Name	Shares of Common Stock Beneficially Owned prior to Offering (1)	Maximum Number of Shares of Common Stock to be Offered	Number of Shares of Common Stock Beneficially Owned after Offering		Percent Ownership after Offering

Terra First Enterprises Inc.	-0-	1,500,000		-0-		-0-	%

~~DIRECTOR INDEPENDENCE~~(1) Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into shares of our common stock, or convertible or exercisable into shares of our common stock within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.

WePLAN ~~intend to~~OF quote our securities on the OTC Bulletin Board which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.DISTRIBUTION

~~LEGAL PROCEEDINGS~~Pursuant to the terms of the Terra First Investment Agreement, Terra First committed to purchase up to $5,000,000 of our common stock over a period of up to thirty-six (36) months. From time to time during the thirty-six (36) months period commencing from the effectiveness of the registration statement, we may deliver a put notice to Terra First which states the dollar amount that we intend to sell to Terra First on a date specified in the put notice. The purchase price per share to be paid by Terra First shall be calculated at a sixty three and seventy five hundredths percent (63.75%) discount to the lowest trading price of the common stock as reported by Bloomberg, L.P. during the twenty (20) consecutive trading days immediately prior to the receipt by Terra First of the put notice. We have reserved 30,000,000 shares of our common stock for issuance under the Terra First Investment Agreement. We have more shares reserved than are covered in this registration statement.

WeAs ~~know of~~a nocommitment ~~material,~~fee ~~active~~in orconnection ~~pending~~with ~~legal~~execution ~~proceedings~~of ~~against~~the ~~us,~~Terra ~~nor~~First ~~are~~Investment Agreement, we ~~involved~~ asdelivered ato ~~plaintiff~~Terra inFirst ~~any~~500 ~~material~~thousand ~~proceedings~~common orstock ~~pending~~purchase ~~litigation.~~warrants ~~There are~~each noentitling ~~proceedings~~the inholder, ~~which~~upon ~~any~~61 ofdays’ ~~our~~prior ~~directors~~written notice, ~~officers~~to orthe ~~affiliates,~~cashless orpurchase ~~any registered~~of ~~beneficial~~one ~~shareholder~~share ~~are~~of anCommon ~~adverse~~Stock ~~party~~at ora ~~has~~price aof ~~material interest~~$.05 ~~adverse~~per share at any time prior to usthe expiration of two years after the date thereof.

WeIn ~~intend to~~connection ~~furnish~~with ~~annual~~the ~~reports~~Terra toFirst ~~stockholders~~Investment Agreement, we also entered into a registration rights agreement with Terra First, pursuant to which ~~will~~we ~~include~~are ~~audited~~obligated ~~financial statements~~to ~~reported~~file ona byregistration statement with the Securities and Exchange Commission (the “SEC”) covering shares of our ~~Certified~~common ~~Public~~stock ~~Accountants~~underlying the Terra First Investment Agreement. In addition, we ~~will issue~~are ~~unaudited~~obligated ~~quarterly~~to oruse ~~other~~all ~~interim~~commercially ~~reports~~reasonable efforts to ~~stockholders,~~have asthe weregistration ~~deem appropriate~~statement ordeclared ~~required~~effective by ~~applicable~~the ~~securities~~SEC ~~regulations~~and maintain the effectiveness of such registration statement until termination of the Terra First Investment Agreement.

~~DISCLOSURE OF~~The ~~COMMISSION'S~~Terra ~~POSITION~~First ONInvestment ~~INDEMNIFICATION~~Agreement ~~FORSECURITIES~~is ~~ACT LIABILITIES~~not transferable. However, upon receipt of a put notice, Terra First may privately assign the put notice or the put shares to a third party who will be obligated to deliver the funds to us in the same amount and at the same time Terra First is obligated to deliver the funds, regardless of whether the put notice or put shares has been assigned.

~~Our Bylaws~~At ~~provide~~an assumed purchase price of $0.06525 (equal to 36.25% of the closing price of our common stock of $0.18 on February 23, 2016), we will be able to receive up to $97,875 in gross proceeds, assuming the sale of the entire 1,500,000 shares being registered hereunder pursuant to the Terra First Investment Agreement. Accordingly, we would be required to register an additional 75,128,352 shares to obtain the balance of $4,902,125 under the Terra First Investment Agreement. We are currently authorized to issue 480,000,000 shares of our common stock. Therefor we do not expect that we will ~~indemnify~~not be required to increase our ~~directors~~authorized ~~and~~shares ~~officers~~in order to receive the ~~fullest extent~~entire ~~not~~purchase ~~prohibited~~price. byTerra ~~Florida~~First ~~law~~has agreed to refrain from holding an amount of shares which would result in Terra First owning more than 4.99% of the then-outstanding shares of our common stock at any one time.

~~The general~~- ~~effect~~26 of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.-

~~Insofar as~~The ~~indemnification~~selling ~~for~~stockholder ~~liabilities~~may, ~~arising~~from ~~under~~time ~~the~~to ~~Securities~~time, ~~Act~~sell ~~may~~any ~~be permitted~~or all of its shares of common stock directly to ~~our~~one ~~directors~~or more purchasers or through brokers, ~~officers~~dealers, or ~~control~~underwriters ~~persons~~who ~~pursuant~~may act solely as agents at market prices prevailing at the time of sale, at prices related to the ~~foregoing~~ ~~provisions~~prevailing market prices, weat ~~have~~negotiated ~~been~~prices, ~~informed~~or ~~that~~at infixed ~~the~~prices, ~~opinion~~which may be changed. The sale of the ~~SEC~~common ~~such indemnification~~stock isoffered ~~against~~by ~~public~~this ~~policy~~prospectus asmay ~~expressed~~be effected in ~~the~~one ~~Securities~~or ~~Act~~more ~~and is~~of ~~therefore~~the ~~unenforceable.~~following methods:

35· ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.

~~REPORTS TO~~The ~~SECURITY~~selling ~~HOLDERS~~stockholder may also sell shares of common stock in reliance on the safe harbor of Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition, the selling stockholder may transfer the shares of common stock by other means not described in this prospectus.

WeBrokers, ~~are not~~dealers, ~~required~~underwriters, toor ~~deliver~~agents anparticipating ~~annual~~in ~~report~~the todistribution ~~our~~of ~~stockholders~~the ~~but~~shares ~~will voluntarily~~as ~~send~~agents anmay ~~annual~~receive ~~report,~~compensation ~~together~~in ~~with~~the ~~our~~form ~~annual~~of ~~audited~~commissions, ~~financial statements.~~discounts, ~~Any~~or ~~Securities~~concessions from the selling stockholder and/or ~~Exchange~~purchasers ~~Commission~~of ~~filings~~the common stock for whom the broker-dealers may act as agent. Terra First has informed us that weeach dosuch ~~file~~broker-dealer will be ~~available~~receive tocommissions ~~the~~from ~~public~~Terra ~~over~~First ~~the~~which ~~internet~~will atnot ~~the~~exceed ~~SEC's~~customary ~~website~~brokerage ~~at http://www~~commissions.~~sec.gov.~~

~~The public~~Terra ~~may~~First ~~read~~is ~~and~~an ~~copy~~“underwriter” ~~any~~within ~~materials filed by us with~~ the ~~SEC~~meaning ~~at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation~~ of the ~~Public~~Securities ~~Reference Room by calling the SEC at 1-800-SEC-0330~~Act. ~~We are an electronic filer. The SEC maintains an internet site that~~

Neither we nor Terra First can presently estimate the amount of compensation that any agent will receive. We know of no existing arrangements between Terra First, any other shareholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters, or dealers and any compensation from the selling stockholder, and any other required information. Pursuant to a requirement of the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount and other compensation to be received by any FINRA member or independent broker-dealer shall not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 under the Securities Act.

We will pay all of the expenses incident to the registration, offering, and sale of the shares to the public other than commissions or discounts of underwriters, broker-dealers, or agents. We have agreed to indemnify Terra First and certain other persons against certain liabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Terra First has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Terra First specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

We may suspend the sale of shares by Terra First pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required to be supplemented or amended to include additional material information.

This offering will terminate on the date that all shares offered by this prospectus have been sold by Terra First.

- 27 -

Regulation M

We have advised Terra First that while it is engaged in a distribution of the shares included in this prospectus it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended.

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

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

Pursuant to the Terra First Investment Agreement, Terra First shall not sell stock short, either directly or indirectly through its affiliates, principals or advisors, our common stock during the term of the agreement.

DESCRIPTION OF SECURITIES TO BE REGISTERED

This prospectus includes 1,500,000 shares of our common stock offered by the selling stockholder. The following description of our common stock is only a summary. You should also refer to our certificate of incorporation and bylaws, which have been included as exhibits to the registration statement of which this prospectus forms a part.

Authorized capital stock

We are authorized to issue 480,000,000 shares of common stock, $0.001 par value per share.

Common stock

As of February 23, 2016 10,560,200 shares of common stock were issued and outstanding.

The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable. We refer you to our articles of incorporation, bylaws and the applicable provisions of the Nevada Revised Statutes for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stock have been addressed in this section.

Warrants

As a commitment fee in connection with execution of the Terra First Investment Agreement, we delivered to Terra First 500,000 common stock purchase warrants each entitling the holder, upon 61 days’ prior written notice, to the cashless purchase of one share of Common Stock at a price of $.05 per share at any time prior to the expiration of two years after the date thereof.

- 28 -

Dividends

We have never declared or paid any cash dividends on shares of our capital stock. We currently intend to retain earnings, if any, to fund the development and growth of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, cash needs and growth plans.

Registration rights

In accordance with the registration rights agreement entered into with Terra First, Terra First is entitled to certain rights with respect to the registration of the shares of common stock issued in connection with the Investment Agreement.

We are obligated to file a registration statement with respect to the put shares. Upon becoming effective, such registration statement shall remain effective at all times until the earliest of (i) the date that is three months after the completion of the last sale of common shares under the Terra First Investment Agreement, or (ii) the date Terra First no longer owns any of the put shares. We must also use all commercially reasonable efforts to register and/or qualify the put shares under such other securities or blue sky laws of such jurisdictions as Terra First may reasonably request and in which significant volumes of shares of our common stock are traded.

We will pay all reasonable expenses incurred in connection with the registrations described above. However, we will not be responsible for any broker or similar concessions or any legal fees or other costs of Terra First.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our articles of incorporation provide that it will indemnify its officers and directors to the full extent permitted by the Nevada Revised Statutes. Our bylaws provide that we will indemnify and hold harmless our officers and directors for any liability including reasonable costs of defense arising out of any act or omission taken on our behalf, to the full extent allowed by the Nevada Revised Statutes, if the officer or director acted in good faith and in a manner the officer or director reasonably believed to be in, or not opposed to, the best interests of the corporation.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act” or “Securities Act”) may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

LEGAL MATTERS

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

EXPERTS

The consolidated financial statements of our company included in this prospectus and in the registration statement have been audited by GBH CPAs, PC, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance on such report, given the authority of said firm as an expert in auditing and accounting.

The consolidated financial statements of our company included in this prospectus and in the registration statement have been audited by MaloneBailey, LLP, an independent registered public accountant, to the extent and for the periods set forth in his report appearing elsewhere herein and in the registration statement, and are included in reliance on such report, given the authority of said firm as an expert in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

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

- 29 -

WHERE YOU CAN FIND MORE INFORMATION

We ~~have~~ filed with the Securities and Exchange Commission, ~~100~~a Fregistration ~~Street~~statement ~~NE, Washington, D.C. 20549,~~ under the Securities Act for the common stock in this offering. This prospectus does not contain all of ~~1933~~the ainformation in the registration statement onand ~~Form S-1~~the ofexhibits ~~which~~and ~~this~~schedule ~~prospectus~~that iswere afiled ~~part,~~with the registration statement. For further information with respect to ~~the~~us and our common ~~shares offered~~stock, ~~hereby.~~we Werefer ~~have~~you ~~not~~to ~~included~~the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus ~~all~~about the ~~information contained~~contents inof any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you ~~should~~to ~~refer~~the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and ~~our~~the exhibits ~~for~~and ~~further~~schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

InWe ~~the Registration~~file ~~Statement,~~periodic ~~certain~~reports ~~items~~under ofthe ~~which~~Exchange ~~are~~Act, ~~contained~~including inannual, ~~exhibits~~quarterly and ~~schedules~~ asspecial ~~permitted~~reports, ~~by the rules~~ and ~~regulations~~other ofinformation with the Securities and Exchange Commission. ~~You~~These ~~can~~periodic ~~obtain~~reports ~~a copy of the Registration Statement from the Securities~~ and ~~Exchange~~other ~~Commission~~information byare ~~mail~~available ~~from~~for ~~the~~inspection ~~Public Reference Room of the Securities~~ and ~~Exchange~~copying ~~Commission~~ at ~~100 F Street, NE, Washington, D.C. 20549, at prescribed rates. In addition,~~ the ~~Securities~~regional ~~and Exchange Commission maintains a Web site at http://www.sec.gov containing reports~~offices, ~~proxy~~public ~~and information~~reference ~~statements~~facilities and ~~other~~website ~~information~~of ~~regarding registrants that file electronically with~~ the Securities and Exchange Commission. ~~The~~referred ~~Securities and Exchange Commission's telephone number is 1-800-SEC-0330 (1-800-732-0330). These SEC filings are also available~~ to ~~the public from commercial document retrieval services~~above.

~~You should~~- ~~rely~~30 only on the information contained in this prospectus. No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by Rainbow Coral Corp.. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.-

~~DEALER PROSPECTUS~~INDEX ~~DELIVERY~~TO ~~OBLIGATION~~FINANCIAL STATEMENTS

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


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

Consolidated Balance Sheets as of December 31, 2015 and March 31, 2015 (unaudited)		F-2

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

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

Consolidated Statements of Cash Flows for the nine months ended December 31, 2015 and 2014 (unaudited)		F-5

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

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

Report of Independent Registered Public Accounting Firm		F-13

Consolidated Balance Sheets as of March 31, 2015 and 2014		F-14

Consolidated Statements of Operations for the years ended March 31, 2015 and 2014		F-15

Consolidated Statement of Changes in Stockholders’ deficit for the years ended March 31, 2015 and 2014		F-16

Consolidated Statements of Cash Flows for the years ended March 31, 2015 and 2014		F-17

Notes to the Consolidated Financial Statements – March 31, 2015		F-18

~~STOCK TRANSFER AGENT~~F-1

We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, we will act as our own transfer agent.

RAINBOW CORAL CORP.

~~(A Development~~CONSOLIDATED ~~Stage~~BALANCE ~~Corporation)~~SHEETS

~~Financial Statements~~(UNAUDITED)

For the Period from August 13, 2010 (Date of Inception)


	December 31, 2015			March 31, 2015
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	1,372		$	5,180
Prepaid expenses		—			1,095
Inventory		2,736			1,139
Total current assets		4,108			7,414

Fixed assets net of accumulated depreciation of $4,473 and $2,795, respectively		2,236			3,914
Security deposits		350			—
TOTAL ASSETS	$	6,694		$	11,328

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	229,882		$	274,684
Bank overdraft		284			—
Related party advances payable		201,005			165,214
Current portion of convertible notes payable, net of discount of $116,664 and $0, respectively.		59,865			—
Short-term notes payable		844			13,734
Current portion of long-term notes payable		13,079			—
Current portion of accrued interest payable		17,574			—
Total current liabilities		522,533			453,632

Convertible notes payable, net of discount of $449,371 and $237,643, respectively		14,173			164,238
Notes payable		28,201			37,352
Accrued interest payable		12,452			14,127
TOTAL LIABILITIES		577,359			669,349

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ DEFICIT
Common Stock, $0.001 par value; 480,000,000 shares authorized; 10,440,782 shares and 342,106 shares issued and outstanding at December 31, 2015 and March 31, 2015, respectively		10,441			342
Preferred Stock, $0.001 stated value; 20,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding at December 31, 2015 and March 31, 2015, respectively		1,000			—
Additional paid-in capital		4,017,194			3,264,425
Accumulated deficit		(4,599,300	)		(3,922,788	)
Total stockholders’ deficit		(570,665	)		(658,021	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	6,694		$	11,328

~~Through August~~The ~~31,~~accompanying ~~2010~~notes are an integral part of these unaudited consolidated financial statements.

CONTENTS

Financial Statements:
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheet	F-2
Statements of Operations	F-3
Statement of Stockholder's Equity	F-4
Statement of Cash Flows	F-5
Notes to Financial Statements	F-6 - F-9

Rainbow Coral Corp.

(A Development Stage Company)

Balance Sheet

	August 31, 2010
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	8,912
Total current assets		8,912
TOTAL ASSETS	$	8,912
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable & Accrued liabilities	$	2,000
Total liabilities		2,000
STOCKHOLDER'S EQUITY
Capital Stock (Note 4)
Authorized:
250,000,000 common shares, $0.0001 par value
Issued and outstanding shares:
9,000,000	$	900
Additional paid-in capital		8,100
Deficit accumulated during the development stage		(2,088	)
Total Stockholder's Equity		6,912
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	8,912

See accompanying auditors' report and notes to the financial statements.

F-2

~~Rainbow Coral~~RAINBOW ~~Corp~~CORAL CORP.

~~(A Development~~CONSOLIDATED ~~Stage~~STATEMENTS ~~Company)~~OF OPERATIONS

~~Statement of Operations~~(UNAUDITED)

For the period August 13, 2010 to August 31, 2010


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

REVENUE	$	84,387		$	99,503		$	28,040		$	28,182
COST OF GOODS SOLD		34,097			48,327			9,183			10,592

GROSS PROFIT		50,290			51,176			18,857			17,590

OPERATING EXPENSES
Expenses related to joint ventures and business development activities		15,000			70,000			—			10,000
General and administrative expenses		583,814			408,144			157,049			137,213
Total operating expenses		598,814			478,144			157,049			147,213

LOSS FROM OPERATIONS		(548,524	)		(426,968	)		(138,192	)		(129,623	)

OTHER INCOME (EXPENSE)
Interest expense		(127,988	)		(360,550	)		(41,566	)		(121,858	)
Total other income (expense)		(127,988	)		(360,550	)		(41,566	)		(121,858	)

NET LOSS	$	(676,512	)	$	(787,518	)	$	(179,758	)	$	(251,481	)

NET LOSS PER COMMON SHARE – Basic and diluted	$	(0.09	)	$	(2.71	)	$	(0.02	)	$	(0.77	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: Basic and diluted		7,183,130			290,241			10,260,906			325,418

	For the Period
	from Inception
	August 13, 2010
	through
	August 31, 2010
REVENUES	$	-
EXPENSES
General & Administrative		88
Professional Fees	$	2,000
Loss Before Income Taxes	$	(2,088	)
Provision for Income Taxes		-
Net Loss	$	(2,088	)
PER SHARE DATA:
Basic and diluted loss per common share	$	(0.00	)
Basic and diluted weighted Average Common shares outstanding		9,000,000

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

See accompanying auditors' report and notes to the financial statements.

F-3

~~Rainbow Coral~~RAINBOW ~~Corp~~CORAL CORP.

~~(A Development~~STATEMENT ~~Stage~~OF ~~Company)~~STOCKHOLDERS’ DEFICIT

~~Statement of Stockholders' Equity~~ (~~Deficiency~~UNAUDITED)

												Deficit
	Common Stock					Series E Preferred Stock				Additional Paid In			Accumulated			Total
												Accumulated
	Shares		Amount			Shares	Amount			Capital			Deficit			Deficit
								Additional				During the
BALANCE, March 31, 2015	342,106		$	342		—	$	—		$	3,264,425		$	(3,922,788	)	$	(658,021	)
	Common Stock							Paid-in				Development
Shares issued for conversion of notes payable	10,093,994			10,094		—		—			189,865			—			199,959
	Shares				Amount			Capital				Stage				Total
Discount on issuance of convertible note payable	—			—		—		—			423,909			—			423,909
Inception - August 13, 2010		-			$	-		$	-			$	-			$	-
Preferred stock issued for control	—			—		1,000,000		1,000			139,000			—			140,000
Common shares issued to Founder
Share rounding on reverse split	4,682			5		—		—			(5	)		—			—
for cash at $0.001 per share		9,000,000				1,000			8,000				-				9,000
Net loss	—			—		—		—			—			(676,512	)		(676,512	)
(par value $0.0001) on 8/13/2010
BALANCE, December 31, 2015	10,440,782		$	10,441		1,000,000	$	1,000		$	4,017,194		$	(4,599,300	)	$	(570,665	)
Loss for the period from inception on
August 13, 2010 to August 31, 2010		-				-			-				(2,088	)			(2,088	)
													-
Balance - August 31, 2010		9,000,000				1,000			8,000				(2,088	)			6,912

~~See~~ The accompanying ~~auditors'~~notes ~~report~~are ~~and~~an ~~notes~~integral topart ~~the~~of these unaudited consolidated financial statements.

F-4

~~Rainbow Coral~~RAINBOW ~~Corp~~CORAL CORP.

~~(A Development~~CONSOLIDATED ~~Stage~~STATEMENTS ~~Company)~~OF CASH FLOWS

~~Statement of~~(UNAUDITED)

Cash Flow


	Nine months ended December 31,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(676,512	)	$	(787,518	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible note payable		95,517			343,385
Depreciation		1,678			3,780
Preferred stock issued for control		140,000			—
Changes in operating assets and liabilities:
Inventory		(1,597	)		(3,073	)
Prepaid expenses		1,095			491
Security deposits		(350	)		—
Accounts payable and accrued liabilities		(44,802	)		128,616
Accrued interest payable		30,141			17,165
NET CASH USED IN OPERATING ACTIVITIES		(454,830	)		(297,154	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances		423,909			237,187
Proceeds from related party advances		35,791			21,926
Proceeds from issuance of notes payable		—			3,930
Repayments of notes payable		(8,962	)		—
Bank overdraft		284			—
NET CASH PROVIDED BY FINANCING ACTIVITIES		451,022			263,043

NET DECREASE IN CASH		(3,808	)		(34,111	)

CASH, at the beginning of the period		5,180			65,373

CASH, at the end of the period	$	1,372		$	31,262

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	(2,330	)	$	—
Taxes	$	—		$	—

Noncash investing and financing transaction:
Refinance of accounts payable into convertible notes payable	$	—		$	125,059
Refinance of advances into convertible notes payable	$	423,909		$	386,640
Beneficial conversion discount on convertible note payable	$	423,909		$	360,299
Conversion of convertible notes payable.	$	199,959		$	369,322

~~For~~The ~~the period~~accompanying ~~August~~notes ~~13,~~are ~~2010~~an tointegral ~~August~~part ~~31,~~of ~~2010~~these unaudited consolidated financial statements.

	For the Period
	from Inception
	August 13, 2010
	through
	August 31, 2010
OPERATING ACTIVITIES
Net Loss	$	(2,088	)
Changes in Operating Assets and Liabilities:
Increase (decrease) in accounts payable
and accrued liabilities		2,000
Net cash used in operating activities		(88	)
INVESTING ACTIVITIES
Common stock issued for cash		9,000
Net cash provided by financing activities		9,000
INCREASE IN CASH AND CASH EQUIVALENTS		8,912
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		-
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	8,912
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest expense	$	-
Income taxes	$	-

See accompanying auditors' report and notes to the financial statements.

F-5

~~Rainbow Coral~~RAINBOW ~~Corp~~CORAL CORP.

~~(A Development~~NOTES ~~Stage~~TO ~~Corporation)~~THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~Notes~~SEPTEMBER ~~to Financial~~30, ~~Statements~~2015

~~For~~Note ~~the Period~~1. ~~from~~General ~~August~~Organization ~~13,~~and ~~2010 (Date of Inception) through August 31, 2010~~Business

1Rainbow Coral Corp. ~~BACKGROUND~~(the ~~INFORMATION~~“Company”), a Nevada corporation, was incorporated on August 13, 2010. The Company’s year-end is March 31.

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

~~The Company~~On ~~was~~May ~~incorporated~~5, on2015, ~~August~~we 13reincorporated from Florida to Nevada. On May 29, ~~2010~~2015, ~~(Date~~each ofshareholder ~~Inception)~~received ~~with~~one ~~its corporate~~share ~~headquarters~~in ~~located~~the Nevada company for each 100 shares they held in ~~Nokomis~~the Florida company. Fractional shares were rounded up, and each shareholder received at least five shares. The executive officers and directors of the Nevada company are unchanged from the executive officers and directors of the Florida company. All share and ~~its~~per ~~year-end~~share isamounts ~~August 31~~have been retroactively restated to reflect the reverse split.

2.Joint ~~GOING CONCERN~~Ventures

~~The accompanying~~On ~~financial~~March ~~statements~~13, ~~have~~2012, ~~been prepared assuming that~~ the Company ~~will~~ ~~continue~~entered asinto a ~~going~~stock ~~concern.~~purchase ~~For~~agreement ~~the~~(“N3D ~~period~~Stock ~~ended~~Purchase ~~August~~Agreement”) ~~31,~~with ~~2010~~Nano3D Biosciences, ~~the Company~~Inc. ~~had~~(“N3D”), noa ~~operations.~~Texas Ascorporation ofthat ~~August~~has ~~31,~~developed ~~2010,~~a ~~the~~unique ~~Company~~concept ~~has~~in ~~not~~three ~~emerged from~~dimensional ~~the~~cell ~~development~~research ~~stage~~tools. InUnder ~~view~~the terms of ~~these~~the ~~matters~~N3D Stock Purchase Agreement, the Company's ~~ability~~agreed to ~~continue~~ asacquire a604 ~~going~~shares ~~concern~~of iscommon ~~dependent~~stock ~~upon~~of ~~the~~N3D, ~~Company's~~representing ~~ability~~approximately to5% ~~begin operations~~of ~~and~~the tooutstanding ~~achieve~~shares aon ~~level~~the date of ~~profitability.~~the ~~The~~agreement, ~~Company~~for ~~intends~~a ~~on financing~~price ~~its~~of ~~future~~$413.62 ~~development~~per ~~activities~~share. ~~and~~The ~~its~~total ~~working~~purchase ~~capital~~price ~~needs largely from the sale~~ of ~~public~~$249,826 ~~equity~~was ~~securities~~to ~~with~~be ~~some~~paid ~~additional~~by ~~funding from~~making ~~other~~weekly ~~traditional~~payments ~~financing~~of ~~sources~~$5,000 ~~including term notes~~ until ~~such~~fully ~~time that~~paid. ~~funds~~Under ~~provided~~the byterms ~~operations~~of ~~are~~the ~~sufficient~~N3D toStock ~~fund~~Purchase ~~working~~Agreement, ~~capital requirements.~~we ~~The~~could ~~financial~~discontinue ~~statements~~payment of the ~~Company~~purchase doprice ~~not~~at ~~include~~ any ~~adjustments~~ ~~relating~~time toby ~~the~~providing ~~recoverability~~written ~~and~~notice ~~classification~~to ofN3D. ~~recorded assets,~~The orCompany ~~the~~invested ~~amounts~~$60,000 ~~and~~in ~~classifications~~N3D ofresulting ~~liabilities~~in ~~that might be necessary should~~ the ~~Company~~acquisition beof ~~unable~~145 toshares ~~continue~~of asN3D’s acommon ~~going concern~~stock.

3The Company suspended payments to N3D in May 2012 because of their delay in reaching certain milestones in the commercialization process. ~~SIGNIFICANT~~The ~~ACCOUNTING~~Company ~~POLICIES~~wrote off the investment in full due to the uncertainty about whether the carrying amount is recoverable. During the nine months ended December 31, 2015, the Company paid and expensed $10,000 with N3D.

~~The significant~~On ~~accounting~~February ~~policies~~1, ~~followed~~2013, ~~are:~~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 nine months ended December 31, 2015, the Company made no payments toward this joint venture.

~~USE~~Note 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 period2. ~~Actual~~Going ~~results could differ from those estimates.~~Concern

~~CASH~~The ~~AND CASH~~accompanying ~~EQUIVALENTS~~financial -statements ~~All~~have ~~cash,~~been ~~other~~prepared ~~than~~assuming ~~held~~that inthe ~~escrow,~~Company iswill ~~maintained~~continue ~~with~~as a ~~major~~ ~~financial~~going ~~institution~~concern. inFor the ~~United~~nine ~~States.~~months ~~Deposits~~ended ~~with~~December ~~this~~31, ~~bank~~2015, ~~may exceed~~ the ~~amount~~Company had a net loss of ~~insurance~~$676,512 ~~provided~~and onnegative ~~such~~cash ~~deposits~~flow from operating activities of $454,830. ~~Temporary~~As ~~cash investments~~of ~~with~~December an31, ~~original~~2015, ~~maturity~~the Company had negative working capital of ~~three~~$518,425. ~~months~~Management ordoes ~~less~~not ~~are~~anticipate ~~considered~~having ~~to be~~positive cash ~~equivalents~~flow from operations in the near future.

~~RESEARCH AND~~These ~~DEVELOPMENT~~factors ~~EXPENSES~~raise -a ~~Expenditures~~substantial ~~for~~doubt ~~research,~~about ~~development,~~the ~~and engineering~~Company’s ofability ~~products~~to ~~are~~continue ~~expensed~~ as ~~incurred~~a going concern. ~~There~~The ~~has~~accompanying ~~been~~consolidated nofinancial ~~research~~statements do not include any adjustments to reflect the possible future effects on the recoverability and ~~development~~ ~~cost~~classification ~~incurred~~of ~~for~~assets or the ~~period~~amounts ~~August~~and ~~13,~~classifications ~~2010~~of ~~(date~~liabilities that may result from the possible inability of ~~inception) through~~the ~~August~~Company ~~31,~~to ~~2010~~continue as a going concern.

~~COMMON STOCK -~~ The Company ~~records~~does ~~common~~not ~~stock~~have ~~issuances~~the ~~when~~resources ~~all~~at ofthis ~~the~~time ~~legal requirements~~to ~~for~~repay its credit and debt obligations, make any payments in the ~~issuance~~form of ~~such~~dividends ~~common~~to ~~stock~~its ~~have~~shareholders ~~been satisfied~~or implement its business plan. Without additional capital, the Company will not be able to remain in business.

REVENUE AND COST RECOGNITION - The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

F-6

~~ADVERTISING COSTS~~Management -has ~~The~~plans ~~Company's policy regarding advertising is~~ to ~~expense~~address ~~advertising when incurred. There has been no advertising cost incurred for~~ the ~~period~~Company’s ~~August 13,~~financial ~~2010~~situation ~~(date~~as ~~of inception) through August 31, 2010.~~follows:

~~INCOME TAXES~~In -the ~~Income~~near ~~taxes~~term, ~~are~~management ~~provided~~plans ~~for~~to ~~the~~continue ~~tax~~to ~~effects~~focus ofon ~~transactions~~raising ~~reported in~~ the ~~financial~~funds ~~statements~~necessary ~~and~~to ~~consist~~implement ofthe ~~taxes~~Company’s ~~currently~~business ~~due~~plan. ~~plus~~Management ~~deferred taxes~~will ~~resulting~~continue ~~from~~to ~~temporary~~seek ~~differences.~~out ~~Such~~debt ~~temporary~~financing ~~differences~~to ~~result from~~obtain ~~differences~~the incapital ~~the~~required ~~carrying~~to ~~value~~meet ofthe ~~assets~~Company’s ~~and~~financial ~~liabilities~~obligations. ~~for~~There ~~tax~~is ~~and financial~~no ~~reporting~~assurance, ~~purposes.~~however, ~~The~~that ~~deferred~~lenders ~~tax~~will ~~assets~~continue ~~and~~to ~~liabilities~~advance ~~represent~~ capital to the ~~future~~Company ~~tax~~or ~~consequences~~that ofthe ~~those~~new ~~differences,~~business ~~which~~operations will ~~either~~ be ~~taxable or~~profitable. ~~deductible~~The ~~when~~possibility ~~the~~of ~~assets~~failure ~~and~~in ~~liabilities~~obtaining ~~are~~additional ~~recovered~~funding orand ~~settled. Valuation~~the ~~allowances~~potential ~~are~~inability ~~established when necessary~~ to ~~reduce~~achieve ~~deferred~~profitability ~~tax assets~~raise todoubts about the ~~amount~~Company’s ~~expected~~ability to becontinue ~~realized~~as a going concern.

~~The Company~~In ~~adopted~~ the ~~provisions~~long ofterm, ~~FASB~~management ~~ASC~~believes ~~740-10~~that ~~"Uncertainty~~the inCompany’s ~~Income~~projects ~~Taxes" (ASC~~and ~~740-10),~~initiatives onwill ~~January~~be 1,successful ~~2007.~~and ~~The~~will ~~Company~~provide ~~has~~cash ~~not~~flow ~~recognized~~to athe ~~liability~~Company, ~~as a~~which ~~result~~will ofbe ~~the~~used ~~implementation~~to offinance ~~ASC~~the ~~740-10.~~Company’s Afuture ~~reconciliation~~growth. ofHowever, ~~the~~there ~~beginning and~~can ~~ending~~be ~~amount~~no ofassurances ~~unrecognized~~that ~~tax~~the ~~benefits~~Company’s ~~has~~planned ~~not~~activities ~~been~~will ~~provided~~be ~~since~~successful, ~~there is~~or nothat ~~unrecognized~~the ~~benefit~~Company ~~since~~will ~~the~~ultimately ~~date~~attain ~~of adoption~~profitability. The Company’s ~~has~~long-term ~~not recognized~~viability ~~interest~~depends ~~expense~~on orits ~~penalties~~ability asto aobtain ~~result~~adequate sources of ~~the~~debt ~~implementation~~or ~~of ASC~~equity ~~740-10.~~funding Ifto ~~there~~meet ~~were~~current ancommitments ~~unrecognized~~and ~~tax~~fund ~~benefit~~the continuation of its business operations, and the ~~Company~~ability ~~would recognize~~of ~~interest~~the ~~accrued~~Company ~~related~~ to ~~unrecognized~~achieve ~~tax~~adequate ~~benefits~~profitability inand ~~interest expense~~cash ~~and~~flows ~~penalties~~from inoperations ~~operating~~to ~~expenses~~sustain its operations.

~~EARNINGS (LOSS)~~Note ~~PER SHARE - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period~~3. ~~Diluted~~Summary ~~loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist~~ of ~~incremental~~Significant ~~shares~~Accounting issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered antidilutive and thus are excluded from the calculation. At August 31, 2010, the Company did not have any potentially dilutive common shares.Policies

~~FINANCIAL INSTRUMENTS~~Interim ~~- In September 2006, the~~ Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. 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:Statements

~~o Level~~The 1accompanying -these ~~Unadjusted~~unaudited ~~quoted~~financial ~~prices~~statements have been prepared in ~~active~~accordance ~~markets~~with ~~that~~ accounting principles generally accepted accounting in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are ~~accessible~~of ata normal recurring nature. These consolidated financial statements should be read in conjunction with the ~~measurement~~consolidated ~~date~~financial statements for ~~identical~~the fiscal year ended March 31, ~~unrestricted~~2015 ~~assets~~and ~~or liabilities~~notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”).

~~o Level~~The 2results -of ~~Inputs~~operations ~~other than quoted prices included within Level 1 that are observable~~ for the ~~asset~~nine ormonth ~~liability,~~period ~~either~~ended ~~directly~~December ~~or indirectly~~31, ~~including~~2015 ~~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;~~necessarily ~~inputs~~indicative ~~other~~of ~~than~~the ~~quoted~~results ~~prices~~to ~~that~~be ~~are~~expected ~~observable~~ for the ~~asset~~ orfull ~~liability~~fiscal ~~(e.g.,~~year ~~interest~~ending ~~rates);~~March ~~and~~31, ~~inputs that are derived principally from or corroborated by observable market data by correlation or other means~~2016.

~~o Level~~Basis 3of ~~- Inputs that are both significant to the fair value measurement and unobservable.~~Presentation

The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The financial statements have been prepared using the accrual basis of accounting in accordance with GAAP.

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.

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Recently Issued Accounting Pronouncements

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

F-7

~~Fair value~~Note ~~estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2010~~4. ~~The~~ ~~respective~~Convertible ~~carrying~~Notes value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company's notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.Payable

OnDuring ~~August 13~~the nine months ended December 31, ~~2010~~2015, Vista View Ventures, Inc. (“Vista View”) advanced $423,909 to the Company ~~applied~~for ~~ASC~~working ~~820~~capital. ~~for~~Vista ~~all~~View ~~non-financial~~paid ~~assets~~the ~~and liabilities~~advances ~~measured~~to atKMDA, ~~fair~~and ~~value~~subsequently onKMDA apaid ~~non-recurring~~them ~~basis.~~to ~~The~~the ~~adoption~~Company ofon ~~ASC 820~~behalf ~~for~~of ~~non-financial~~Vista ~~assets~~View. ~~and~~These ~~liabilities~~advances ~~did~~are ~~not~~typically ~~have~~memorialized into a ~~significant~~convertible ~~impact~~ note payable on ~~the~~a ~~Company's~~quarterly ~~financial~~basis ~~statements~~as discussed below.

~~RECENT ACCOUNTING~~Convertible ~~PRONOUNCEMENTS~~notes payable consist of the following as of December 31, 2015 and March 31, 2015:

In October 2009, the FASB issued Accounting Standard Update ("ASU") No. 2009-13, Multiple-Deliverable Revenue Arrangements ("ASU 2009-13") and No. 2009-14, Certain Revenue Arrangements that include Software Elements ("ASU 2009-14"). These standards update FASB ASC 605, Revenue Recognition ("ASC 605") and FASB ASC 985, Software ("ASC 985"). The amendments to ASC 605 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments to ASC 985 remove tangible products from the scope of software revenue guidance and provide guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the software revenue guidance. These amendments to ASC 605 and ASC 985 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company will adopt these amendments on September 1, 2010. Management does not believe that the adoption of this standard will have a material impact on the Company's financial statements.


	December 31, 2015			March 31, 2015
Convertible note dated June 30, 2014, bearing interest at 10% per annum, maturing June 30, 2016 and convertible into shares of common stock at $0.02 per share		2,322			62,980
Convertible note dated September 30, 2014, bearing interest at 10% per annum, maturing September 30, 2016 and convertible into shares of common stock at $0.01 per share		80,133			80,133
Convertible note dated December 31, 2014, bearing interest at 10% per annum, maturing December 31, 2016 and convertible into shares of common stock at $0.01 per share		94,074			94,074
Convertible note dated December 31, 2014, bearing interest at 10% per annum, maturing December 31, 2016 and convertible into shares of common stock at $0.02 per share.		—			125,059
Convertible note dated March 31, 2015, bearing interest at 10% per annum, maturing March 31, 2017 and convertible into shares of common stock at $0.007 per share		39,635			39,635
Convertible note dated June 30, 2015, bearing interest at 10% per annum, maturing June 30, 2017 and convertible into shares of common stock at $0.25 per share.		54,006			—
Convertible note dated September 30, 2015, bearing interest at 10% per annum, maturing September 30, 2018, and convertible into shares of common stock at $0.25 per share.		267,558			—
Convertible note dated December 31, 2015, bearing interest at 10% per annum, maturing December 31, 2018 and convertible into shares of common stock at $0.09 per share		102,345			—
Total convertible notes payable	$	640,073		$	401,881

Less: current portion of convertible notes payable		(176,529	)		—
Less: discount on convertible notes payable		(449,371	)		(237,643	)
Convertible notes payable, net of discount	$	14,173		$	164,238

Current portion of convertible notes payable		176,529			—
Less: discount on current portion of convertible notes payable		(116,664	)		—
Current portion of convertible notes payable, net of discount	$	59,865		$	—

~~In January~~Convertible ~~2010,~~notes ~~the FASB~~ issued ASU No. 2010-06, Fair Value Measurements and Disclosures ("ASU 2010-06"). This standard updates FASB ASC 820, Fair Value Measurements ("ASC 820"). ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The standard is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances and settlements which is effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company will adopt ASU 2010-06 on September 1, 2010; management does not expect the adoption to have a material impact on the financial statements.

~~Other recent~~During ~~accounting~~the ~~pronouncements~~nine ~~issued~~months byended December 31, 2015, the ~~FASB~~Company ~~(including~~signed ~~its~~Convertible ~~EITF)~~Promissory Notes totaling $423,909 ~~the AICPA~~with Vista View Ventures, Inc. that memorialize non-interest bearing periodic advances into convertible notes payable. The Convertible Promissory Notes bear interest at 10% per annum and ~~the~~are ~~SEC~~payable ~~did~~along ~~not~~with oraccrued interest at maturity. The Convertible Promissory Note and unpaid accrued interest are convertible into common stock at the option of the holder. The holder of the notes may not ~~believed~~convert bythe ~~management~~convertible topromissory ~~have~~note ainto ~~material impact~~common onstock if that conversion would result in the holder owning more than 4.99% of the Company'’s ~~present~~outstanding orcommon ~~future~~stock ~~financial~~on ~~statements~~the conversion date.

4. RELATED PARTY TRANSACTIONS


Date Issued	Maturity Date	Interest Rate	Conversion Rate		Note Amount
June 30, 2015	June 30, 2017	10%	$	0.25	$	54,006
September 30, 2015	September 30, 2018	10%		0.25		267,558
December 31, 2015	December 31, 2018	10%		0.09		102,345
Total					$	423,909

In August 13, 2010, the Company sold 9,000,000 shares of common stock to its founder for $0.001 per share.

The officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.

The above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent parties.

F-8

5The Company evaluated the terms of the notes in accordance with ASC Topic No. ~~INCOME TAXES~~815 – 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. We determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. We 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, we recognized a discount for the beneficial conversion features of $423,909, in aggregate, on the date the notes were signed. We amortize the discounts for the notes dated June 30, 2015; September 30, 2015 and December 31, 2015 at effective interest rate of 277.49%; 222.23% and 224.88%, respectively. 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 notes. During the nine months ended December 31, 2015 and 2014, the Company amortized discounts on convertible notes payable of $95,517 and $343,385, respectively, to interest expense.

~~There~~Conversions ~~are no~~to ~~current~~Common ~~or deferred income tax expense or benefit for the period ended August 31, 2010.~~Stock

~~The provision~~During ~~for~~the ~~income~~nine ~~taxes~~months isended ~~different~~December ~~from~~31, ~~that~~2015, ~~which~~Essen ~~would~~Enterprises, beInc. ~~obtained~~(“Essen”), ~~by applying~~the original payee of the ~~statutory~~Convertible ~~federal~~Note ~~income~~Payable ~~tax~~dated ~~rate~~December 31, 2014 elected to ~~income~~convert ~~before~~principal ~~income~~and ~~taxes~~accrued interest in the amounts show below into share of common stock at a rate of $0. ~~The~~02 ~~items~~per ~~causing~~share. ~~this~~No ~~difference~~gain ~~are~~or loss was recognized on the conversions as ~~follows:~~they occurred within the terms of the agreement that provided for conversion.

	August 13, 2010
Date	Amount Converted		Shares of Common Stock Issued
	(Date of Inception)
June 1, 2015	$	130,267	6,513,344
	through
Total	$	130,267	6,513,344
	August 31, 2010
Tax benefit at U.S. statutory rate	$	-
State income tax benefit, net of federal benefit.		-
	$	-

~~The Company~~As ~~did~~a ~~not~~result ~~have~~of ~~any~~this ~~temporary~~conversion, ~~differences~~Essen ~~for~~became ~~the~~a ~~period~~significant ~~from~~shareholder ~~August 13, 2010 (Date~~ of ~~Inception)~~the ~~through August 31, 2010~~Company.

During the nine months ended December 31, 2015, the holders of the Convertible Note Payable dated June 30, 2014 elected to convert principal and accrued interest in the amounts show below into share of common stock at a rate of $0.02 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion.


Date	Amount Converted		Shares of Common Stock Issued
June 5, 2015	$	13,600	680,000
July 8, 2015		1,400	70,000
July 16, 2015		7,520	376,000
July 22, 2015		3,220	161,000
July 23, 2015		995	49,750
July 24, 2015		4,920	246,000
August 3, 2015		2,200	110,000
August 11, 2015		3,860	193,000
August 18, 2015		2,040	102,000
August 26, 2015		4,280	214,000
September 11, 2015		5,560	278,000
September 24, 2015		4,000	200,000
September 29, 2015		7,449	372,450
October 1, 2015		5,940	297,000
October 8, 2015		789	39,450
Total	$	67,773	3,388,650

During the nine months ended December 31, 2015, the holders of the Convertible Note Payable dated September 30, 2014 elected to convert principal and accrued interest in the amounts show below into share of common stock at a rate of $0.01 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion.

F-9

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS


Date	Amount Converted		Shares of Common Stock Issued
December 22, 2015	$	1,920	192,000
Total	$	1,920	192,000

~~INDEMNIFICATION OF~~In ~~DIRECTORS~~connection ~~AND~~with ~~OFFICERS~~the 1 for 100 reverse common stock split on May 29, 2015, the conversion rates of the outstanding convertible notes payable were not modified. As a result, in the event all potentially issuable shares were converted, the holders of the existing notes at December 31, 2015 would be issued 27,841,559 shares of common stock representing approximately 99% of the Company’s total shares outstanding on an if-converted basis. The holders of the notes are limited to holding no greater than 4.99% of the common stock at any time.

~~Under~~Note our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest5. ~~The~~Long-term ~~Company~~Notes may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Florida.Payable

~~Regarding indemnification~~On December 30, 2013, we entered into a promissory note for ~~liabilities~~$50,000 ~~arising~~with ~~under~~a ~~the~~third ~~Securities~~party ~~Act~~bearing interest at 5% per annum. Under the terms of ~~1933~~the note payable, ~~which may~~the beCompany ~~permitted~~is required to ~~directors~~pay orthe ~~officers~~note ~~under~~payable ~~Florida~~beginning ~~law,~~on weJanuary ~~are informed that~~1, in2015 ~~the~~and ~~opinion~~over a period of ~~the~~4 ~~Securities~~years. ~~and~~At ~~Exchange~~December ~~Commission~~31, ~~indemnification~~ is2015 ~~against~~and ~~public~~March ~~policy~~31, as2015, ~~expressed~~we inowed the ~~Act~~noteholder $41,280 and is$48, ~~therefore~~150, ~~unenforceable~~respectively.

~~OTHER EXPENSES~~During OFthe ~~ISSUANCE~~year ~~AND~~ended ~~DISTRIBUTION~~March 31, 2015, we 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, we are required to repay the note in twenty-six equal monthly installments beginning October 2014. At December 31, 2015 and March 31, 2015, we owed the noteholder $844 and $2,936, respectively.

~~The registrant~~Note ~~will~~6. ~~pay~~Related ~~for~~Party ~~all expenses incurred by this offering. Whether or~~Transactions

~~not~~During ~~all of~~the nine months ended December 31, 2015 and 2014, the ~~offered~~Company ~~shares~~paid ~~are~~consulting ~~sold~~fees of $47,115 ~~these~~and ~~expenses~~$49,500, ~~are~~respectively, ~~estimated~~to Kimberly Palmer for her services as ~~follows:~~ CEO of the Company.

Securities and Exchange Commission registration fee	$	4
Federal Taxes	$	-
State Taxes and Fees	$	-
Listing Fees	$	-
Printing Fees	$	246
Transfer Agent Fees	$	1,500
Accounting fees and expenses	$	2,125
Legal fees and expenses	$	4,375
TOTAL	$	8,250

During the nine months ended December 31, 2015, Mr. Foxwell, the president of Father Fish, advanced $35,791 to our subsidiary, Father Fish, for working capital. As of December 31, 2015 and March 31, 2015, related party advances payable to Mr. Foxwell totaled $201,005 and $165,214, respectively. The advances bear no interest and are due on demand.

~~RECENT SALES~~On OFJuly ~~UNREGISTERED~~22, ~~SECURITIES~~2015, we issued 1,000,000 shares of Series E Preferred stock to Essen Enterprises. See Note 7.

~~During the~~Services ~~last~~Provided ~~three~~by ~~fiscal~~KM ~~years~~Delaney we& ~~have had the following issuances of unregistered securities:~~Assoc.

oDuring Inthe ~~August~~nine 13months ofended ~~2010~~December 31, we2015 ~~issued~~and 92014,~~000,000~~ ~~shares~~KM Delaney & Assoc. (“KMDA”) has provided office space and certain administrative functions to ~~Louis~~us. ~~Foxwell~~The services provide include a furnished executive suite, ~~the~~use ~~Company's~~of ~~founder~~office equipment and supplies, inaccounting ~~exchange~~and ~~for~~bookkeeping services, treasury and cash ofmanagement $9services,~~000~~ financial reporting, and other support staffing requirements. WeAs ~~relied~~part ~~upon~~of ~~Section~~the 4services provided to the Company, KMDA receives the advances from the lender (2See note 4.) ofand disburses those funds to us. During the ~~Securities~~nine ~~Act~~months ended December 31, ~~which~~2015 ~~exempts~~and ~~from~~2014, ~~registration~~KMDA ~~"transactions~~billed byus an$142,881 ~~issuer~~and ~~not~~us ~~involving~~$127,264, ~~any~~respectively, ~~public~~for ~~offering~~those services. As of December 31, 2015 and March 31, 2015, we owed KMDA $174,760 and $245,365, respectively. These amounts are included in accounts payable and accrued liabilities on the balance sheet.

ItNote ~~is our belief Mr~~7. ~~Foxwell~~Stockholders’ had such knowledge and experience in financial and business matters that he was capable of evaluating the merits and risks of the investment and therefore did not need the protections offered by registering their shares under Securities and Act of 1933, as amended. Mr. Foxwell certified that he was purchasing the shares for their own accounts, with investment intent. This offering was not accompanied by general advertisement or general solicitation and the shares were issued with a Rule 144 restrictive legend.Equity

~~EXHIBITS~~On May 29, 2015, the Company reincorporated from Florida to 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 presented. Fractional shares were rounded up to the next whole share, and each 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 following~~At ~~exhibits~~December ~~are~~31, ~~filed~~2015, asthe ~~part~~Company ofhad ~~this~~26,014,935 ~~registration~~potentially ~~statement, pursuant~~ issuable common shares with exercise prices ranging from $0.09 per share to ~~Item~~$0.25 ~~601~~per share. The exercise prices of ~~Regulation~~the K.convertible ~~All~~debt ~~exhibits~~were ~~have~~not ~~been~~modified ~~previously~~as ~~filed unless otherwise~~a ~~noted~~result of the reincorporation and the stock split. See Note 5.

EXHIBIT NO.		DOCUMENT DESCRIPTION
3.1		Articles of Incorporation of Rainbow Coral Corp.(1)
3.2		Bylaws of Rainbow Coral Corp.(1)
4.1		Specimen Stock Certificate of Rainbow Coral Corp.(2)
5.1		Opinion of Counsel.(1)
14.1		Code of Ethics.(1)
23.1		Consent of Accountants.
99.1		Subscription Agreement Rainbow Coral Corp.(3)

F-10

~~UNDERTAKINGS~~Preferred Stock

On July 22, 2015, we issued 1,000,000 shares of Series E Preferred stock to Essen Enterprises, Inc (“Essen”). The ~~registrant~~ ~~hereby~~beneficial ~~undertakes:~~owner of Essen is Filipp Korolev. On that date, Essen owned 6,513,344 shares of our common stock, which constituted 63.55% of our outstanding common shares. The Series E Preferred stock is subordinate to our common stock and does not participate in dividends or equity distributions. The Series E preferred stock has ⅔ voting control of the company. The shares were issued so that Essen could retain stable control of the Company, which could have been lost as a result of expected issuance of common stocks resulting from conversion of our convertible notes. These shares were valued at $140,000 which was the estimated market value of the Series E Preferred Stock on the date of the transaction. The market value was determined by estimating the market value of the controlling interest in a public company.

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

~~(i)~~During Tothe ~~include~~nine ~~any~~months ~~prospectus~~ended ~~required~~December by31, ~~section~~2015, ~~10(a)(3)~~the holders of ~~the~~our ~~Securities~~convertible ~~Act;~~notes elected to convert principal and accrued interest of $199,959 into 10,093,994 shares of common stock.

~~(ii)~~Note To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement8. ~~Notwithstanding~~Business the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; andSegments

~~(iii)~~The ToCompany ~~include~~has ~~any~~two ~~material~~reportable ~~information~~operating ~~with~~segments: ~~respect~~(1) toaquarium ~~the~~and ~~plan~~aquarium ofsupplies ~~distribution~~and ~~not~~(2) ~~previously~~medical ~~disclosed~~technology. inThese ~~the~~reportable ~~registration~~segments ~~statement~~are ormanaged ~~any~~separately ~~material~~due ~~change~~ to ~~such~~differences ~~information~~ in ~~the~~their ~~registration statement;~~products.

~~2. That for~~The ~~the~~only ~~purpose~~segment ofthat ~~determining~~generates ~~liability~~revenue ~~under~~is ~~the~~aquarium ~~Securities~~and ~~Act,~~aquarium ~~each post-effective~~supplies. ~~amendment~~Management ~~shall~~evaluates beand ~~deemed~~monitors toperformance beof athis ~~new~~segment ~~registration~~primarily ~~statement relating~~through, toamong ~~the~~other ~~securities offered therein~~measures, ~~and~~gross ~~the~~profit. ~~offering~~The ofmedical ~~such~~technology ~~securities at~~segment ~~that~~is ~~time~~in ~~shall~~the bedevelopment ~~deemed~~stage toand benot ~~the~~begun ~~initial~~to ~~bona~~generate ~~fide offering thereof;~~revenue.

3.The Toresults ~~remove from registration by means~~ of aoperations ~~post-effective~~and ~~amendment~~financial ~~any~~position of the ~~securities~~two ~~being~~reportable ~~registered~~operating ~~which~~segments ~~remain~~and ~~unsold~~corporate atwere ~~the~~as ~~termination of the offering; and~~follows:

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

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


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

REVENUE
Aquarium and aquarium supplies	$	84,387	$	99,503	$	28,040	$	28,182
Medical technology		—		—		—		—
Corporate		—		—		—		—
	$	84,387	$	99,503	$	28,040	$	28,182

GROSS PROFIT
Aquarium and aquarium supplies	$	50,290	$	51,176	$	18,857	$	17,590
Medical technology		—		—		—		—
Corporate		—		—		—		—
	$	50,290		51,176	$	18,857		17,590

GENERAL AND ADMINISTRATIVE EXPENSE
Aquarium and aquarium supplies	$	72,827	$	83,376	$	25,254	$	23,902
Medical technology		15,000		70,000		—		10,000
Corporate		510,987		324,768		131,795		113,311
	$	598,814	$	478,144	$	157,049	$	147,213

~~(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;~~F-11

~~(iii)~~Corporate ~~The~~operating ~~portion~~expense ofincludes ~~any~~general ~~other~~and ~~free~~administrative ~~writing~~costs ~~prospectus~~not ~~relating~~allocated to ~~the~~operating ~~offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and~~segments.

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


	December 31, 2015		March 31, 2015

TOTAL ASSETS
Aquarium and aquarium supplies	$	5,528	$	6,800
Medical technology		—		—
Corporate		1,166		4,528
	$	6,694	$	11,328

~~Insofar as~~Note ~~indemnification~~9. ~~for~~Subsequent liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.Events

InThe ~~the event~~Company ~~that~~evaluated amaterial ~~claim~~events ~~for~~occurring ~~indemnification~~between ~~against such liabilities (other than~~ the ~~payment~~ byend ~~the registrant~~ of ~~expenses~~our ~~incurred~~fiscal ~~or paid by a director~~year, ~~officer~~March ~~or controlling person of the registrant in the successful defense of any action~~31, ~~suit~~ ~~or proceeding) is asserted by such director~~2016, ~~officer~~and orthrough ~~controlling person in connection with~~ the ~~securities~~date ~~being~~when ~~registered,~~ the ~~registrant~~consolidated ~~will,~~financial ~~unless in~~statements ~~the~~were ~~opinion~~available ~~of its counsel the matter has been settled by controlling precedent, submit~~ to ~~a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will~~ be ~~governed~~issued byfor ~~the~~disclosure ~~final adjudication of such issue~~consideration.

~~Each prospectus~~On ~~filed~~January ~~pursuant to Rule 424(b) as part of a registration statement relating to an offering~~20, ~~other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A~~2016, ~~shall be deemed to be part of and included in~~ the ~~registration~~holders ~~statement as~~ of the ~~date~~convertible itpromissory isnote ~~first used~~dated ~~after~~June ~~effectiveness. Provided~~30, ~~however,~~2014 ~~that~~converted no$2,388 ~~statement made in a registration statement or prospectus that is part~~ of ~~the~~principal ~~registration~~and ~~statement or~~accrued ~~made~~interest ~~in a document incorporated or deemed incorporated by reference~~ into ~~the registration statement or prospectus that is part of the registration statement will~~119,418 asshares ~~to a purchaser with a time~~ of ~~contract~~common of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first usestock.

~~SIGNATURES~~F-12

~~Pursuant to~~REPORT ~~the~~OF ~~requirements~~INDEPENDENT ofREGISTERED ~~the~~PUBLIC ~~Securities~~ACCOUNTING ~~Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nokomis, Florida, on September 23, 2010.~~FIRM

~~RAINBOW~~To ~~CORAL~~the ~~CORP.~~Board ~~By:~~of ~~/s/~~Directors ~~Louis W. Foxwell Louis W. Foxwell President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director~~and

~~In accordance~~Rainbow ~~with~~Coral ~~the requirements of the Securities Act, this Prospectus has been signed by the following persons in the capacities and on the dates stated~~Corp.

SIGNATURES	TITLE	DATE
/s/ Louis W. Foxwell	President, Chief Executive Officer,	September 23, 2010
Louis W. Foxwell	Chief Financial Officer, Principal
	Accounting Officer, Secretary,
	Treasurer, Director

Henderson, Nevada

We have audited the accompanying consolidated balance sheets of Rainbow Coral Corp. as of March 31, 2015 and 2014, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Rainbow Coral Corp., as of March 31, 2015 and 2014, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of 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 14, 2015

F-13

RAINBOW CORAL CORP.

CONSOLIDATED BALANCE SHEETS


	March 31, 2015			March 31, 2014
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	5,180		$	65,373
Prepaid expenses		1,095			841
Inventory		1,139			5,249
Total current assets		7,414			71,463

Fixed assets net of accumulated depreciation of $2,795 and $7,615, respectively		3,914			6,282
TOTAL ASSETS	$	11,328		$	77,745

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	274,684		$	191,780
Advances payable		—			149,453
Related party advances payable		165,214			131,505
Current portion of notes payable		13,734			2,843
Total current liabilities		453,632			475,581

Convertible notes payable, net of discount of $237,643 and $215,716, respectively		164,238			13,111
Notes payable		37,352			47,157
Accrued interest payable		14,127			11,201
TOTAL LIABILITIES		669,349			547,050

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ DEFICIT
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, $0.001 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		3,264,425			2,463,021
Accumulated deficit		(3,922,788	)		(2,932,555	)
Total stockholders’ deficit		(658,021	)		(469,305	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	11,328		$	77,745

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

F-14

RAINBOW CORAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year ended March 31,
	2015			2014

REVENUE	$	128,133		$	113,009
COST OF GOODS SOLD		69,745			113,228

GROSS PROFIT		58,388			(219	)

OPERATING EXPENSES
Expenses related to joint ventures and business development activities		80,000			85,000
General and administrative expenses		564,387			557,031
Impairment of goodwill		—			27,868
LOSS FROM OPERATIONS		(585,999	)		(670,118	)

OTHER EXPENSE
Interest expense		(404,234	)		(427,023	)

NET LOSS	$	(990,233	)	$	(1,097,141	)

NET LOSS PER COMMON SHARE – Basic and diluted	$	(3.27	)	$	(6.59	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – Basic and diluted		302,693			166,360

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

F-15

RAINBOW CORAL CORP.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT


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

BALANCE, March 31, 2013	125,200	$	125	$	1,600,331	$	(1,835,414	)	$	(234,958	)
Shares issued for conversion of notes payable	103,321		104		446,005		—			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	228,521	$	229	$	2,463,021	$	(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 accompanying notes are an integral part of these consolidated financial statements.

F-16

RAINBOW CORAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year ended March 31,
	2015			2014

CASH FLOW FROM OPERATING ACTIVITIES:
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		378,008			398,067
Depreciation		2,368			5,854
Impairment of goodwill		—			27,868
Impairment of inventory		—			14,500
Changes in operating assets and liabilities:
Inventory		4,110			9,271
Prepaid expenses		(254	)		(491	)
Accounts payable and accrued liabilities		207,963			74,429
Accrued interest payable		26,228			35,825
NET CASH USED IN OPERATING ACTIVITIES		(371,810	)		(531,818	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		—			(6,708	)
NET CASH USED IN INVESTING ACTIVITIES		—			(6,708	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances		276,822			432,683
Proceeds from related party advances		33,709			38,442
Repayments of related party advances		—			(1,818	)
Proceeds from notes payable		5,000			50,000
Repayments of notes payable		(3,914	)		—
NET CASH PROVIDED BY FINANCING ACTIVITIES		311,617			519,307

NET DECREASE IN CASH		(60,193	)		(19,219	)

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 activities:
Refinance of advances into convertible notes payable	$	426,275		$	416,685
Refinance of accounts payable into convertible notes payable	$	125,059		$	—
Beneficial conversion discount on convertible notes	$	399,935		$	416,685
Conversion of convertible notes to common stock	$	401,582		$	446,109

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

F-17

RAINBOW CORAL CORP.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2015

Note 1. Background Information

RAINBOW CORAL CORP. (the “Company”) 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.

The Company was incorporated in Florida on August 13, 2010. 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. 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.

Note 2. Going Concern

For the fiscal year ended March 31, 2015, the Company had a net loss of $990,233 and negative cash flow from operations of $371,810. As of March 31, 2015, the Company has negative working capital of $446,218.

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

F-18

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

Basis of Presentation

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $5,180 and $65,373 at March 31, 2015 and March 31, 2014, respectively.

Inventory

Inventory consists 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.

F-19

Fixed Assets

Our fixed assets consist of vehicles and computer equipment, which are stated at cost. 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.

Revenue and cost 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 that have been sold.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising costs as incurred. The Company incurred $3,832 and $23,239 of advertising costs for the years ended March 31, 2015 and 2014, respectively.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of March 31, 2015 or March 31, 2014.

Earnings (Loss) per Common 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) per common 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.

In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. The Company’s convertible debt is considered anti-dilutive due to the Company’s net loss for the years ended March 31, 2015 and 2014. As a result, the Company did not have any potentially dilutive common shares for those periods. For the year ended March 31, 2015 and 2014, potentially issuable shares as a result of conversions of convertible notes payable have been excluded from the calculation. At March 31, 2015, the Company had 27,458,608 potentially issuable shares upon the conversion of convertible notes payable and interest.

F-20

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 March 31, 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.

Subsequent events

The Company evaluated material events occurring between the end of our fiscal year, March 31, 2015, and through the date when the consolidated financial statements were available to be issued for disclosure consideration.

Recently Issued Accounting Pronouncements

Recently issued 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. Advances

During the year ended March 31, 2015, Vista View Ventures, Inc. advanced $276,822 to the Company for working capital. These advances are non-interest bearing and payable on demand. During the same period, the Company refinanced $426,275 of the 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.

F-21

Note 5. Convertible Notes Payable

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


	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 issued

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:


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

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 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 $399,935, 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 notes.

F-22

Conversions to common stock

During the year ended March 31, 2015, the holder of the convertible note payable dated June 30, 2013 elected to convert principal and accrued interest in the amounts shown below into shares of common stock at a rate of $0.04 per share. On the conversion date, the unamortized discount related to the principal amount was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement.


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

During the year ended March 31, 2015, the holder of the convertible note payable dated September 30, 2013 elected to convert principal and accrued interest in the amounts shown below into shares of common stock at a rate of $0.04 per share. On the conversion date, the unamortized discount related to the principal amount was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement.


Date	Amount Converted		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 year ended March 31, 2015, the holder of the Convertible Note Payable dated April 1, 2014 elected to convert principal and accrued interest in the amounts shown below into shares of common stock at a rate of $0.03 per share. On the conversion date, the unamortized discount related to the principal amount was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement.


Date	Amount Converted		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

In connection with the 1 for 100 reverse common stock split on May 29, 2015, the conversion rates of the outstanding convertible notes payable were not modified. As a result, in the event all potentially issuable shares were converted, the holders of the existing notes at March 31, 2015 would be issued 27,458,608 shares of common stock representing approximately 99% of the Company’s total shares outstanding on an if-converted basis. The holders of the notes are limited to holding no greater than 4.99% of the 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.

F-23

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, 2015 and March 31, 2014, related party advances payable to Mr. Foxwell totaled $165,214 and $131,505, respectively. The advances bear no interest and are due on demand. No repayments of advances have been made in 2014 and 2013.

Note 9. Stockholders’ Equity

On May 29, 2015, the Company reincorporated from Florida to 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 presented. Fractional shares were rounded up to the next whole share, and each shareholder received at least five shares. Following the reincorporation, the 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.

At March 31, 2015, the Company had 27,458,608 potentially issuable common shares with exercise prices ranging from $0.007 per share to $0.02 per share. The exercise prices of the convertible debt were not modified as a result of the reincorporation and the stock split. See Note 5. At March 31, 2015, the average exercise price of all convertible debt is $0.01 per share.

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.

Note 10. Commitments

The Company has an arrangement with a third party whereby the third party provides the Company with office space, legal services, accounting services, fundraising and management services. During the year ended 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.

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

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

F-24

Results of Operations:


	Year ended March 31,
	2015		2014

REVENUE
Aquarium and aquarium supplies	$	128,133	$	113,009
Medical technology		—		—
Corporate		—		—
	$	128,133	$	113,009

GROSS PROFIT (LOSS)
Aquarium and aquarium supplies	$	58,388	$	(219	)
Medical technology		—		—
Corporate		—		—
	$	58,388		(219	)

OPERATING EXPENSES
Aquarium and aquarium supplies	$	103,091	$	144,788
Medical technology		80,000		85,000
Corporate		461,296		440,111
	$	644,387	$	669,899

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


	March 31, 2015		March 31, 2014

TOTAL ASSETS
Aquarium and aquarium supplies	$	6,800	$	24,756
Medical technology		—		—
Corporate		4,528		52,989
	$	11,328	$	77,745

Note 12. Income Taxes

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

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


	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	)
	$	—		$	—

Note 13. Subsequent Events

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

On June 1, 2015, the holder of the convertible promissory note issued on December 31, 2014 in the amount of $125,059 elected to convert principal and accrued interest of $130,267 into 6,513,344 shares of common stock of the Company.

On June 6, 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.

F-25

PART II — INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other expenses of issuance and distribution.


Accounting fees and expenses	$	2,500
Legal fees and expense	$	20,000
Blue Sky fees and expenses	$	0
Miscellaneous and SEC filing fee	$	5,000
Total	$	27,500

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

Item 14. Indemnification of directors and officers.

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

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

Item 15. Recent sales of unregistered securities.

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


Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
December 17, 2012	Common Stock	18,000	$90,000 conversion of convertible promissory note dated March 31, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
February 4, 2013	Common Stock	4,387	$4,386 conversion of convertible promissory note dated December 31, 2011.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).

II - 1


Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
February 26, 2013	Common Stock	5,500	$22,000 conversion of convertible promissory note dated June 30, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
March 6, 2013	Common Stock	5,625	$22,500 conversion of convertible promissory note dated June 30, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
April 10, 2013	Common Stock	6,250	$25,000 conversion of convertible promissory note dated June 30, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
April 11, 2013	Common Stock	12,500	$50,000 conversion of convertible promissory note dated June 30, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
May 8, 2013	Common Stock	2,290	$11,449 conversion of convertible promissory note dated March 31, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
May 10, 2013	Common Stock	1,744	$6,977 conversion of convertible promissory note dated June 30, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
July 9, 2013	Common Stock	7,337	$36,687 conversion of convertible promissory note dated January 1, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
July 15, 2013	Common Stock	14,000	$70,000 conversion of convertible promissory note dated January 1, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).

II - 2


Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
October 15, 2013	Common Stock	5,000	$25,000 conversion of convertible promissory note dated March 31, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
October 25, 2013	Common Stock	4,199	$20,996 conversion of convertible promissory note dated March 31, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
January 1, 2014	Common Stock	8,000	$32,000 conversion of convertible promissory note dated June 30, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
January 27, 2014	Common Stock	8,000	$32,000 conversion of convertible promissory note dated June 30, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
February 7, 2014	Common Stock	8,000	$32,000 conversion of convertible promissory note dated June 30, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
February 25, 2014	Common Stock	8,000	$32,000 conversion of convertible promissory note dated June 30, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
March 4, 2014	Common Stock	9,000	$36,000 conversion of convertible promissory note dated June 30, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
March 10, 2014	Common Stock	9,000	$36,000 conversion of convertible promissory note dated June 30, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).

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Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
April 21, 2014	Common Stock	20,000	$80,000 conversion of convertible promissory note dated September 30, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
May 14, 2014	Common Stock	10,000	$40,000 conversion of convertible promissory note dated September 30, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
May 23, 2014	Common Stock	10,000	$40,000 conversion of convertible promissory note dated September 30, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
June 17, 2014	Common Stock	10,000	$40,000 conversion of convertible promissory note dated September 30, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
June 18, 2014	Common Stock	9,592	$38,368 conversion of convertible promissory note dated September 30, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
August 20, 2014	Common Stock	1,239	$4,954 conversion of convertible promissory note dated June 30, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
October 8, 2014	Common Stock	14,000	$42,000 conversion of convertible promissory note dated April 1, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.03 per share (pre-split).
October 9, 2014	Common Stock	14,000	$42,000 conversion of convertible promissory note dated April 1, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.03 per share (pre-split).

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Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
October 22, 2014	Common Stock	14,000	$42,000 conversion of convertible promissory note dated April 1, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.03 per share (pre-split).
January 15, 2015	Common Stock	10,754	$32,259 conversion of convertible promissory note dated April 1, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.03 per share.
June 1, 2015	Common Stock	6,513,344	$130,267 conversion of convertible promissory note dated December 31, 2014 to Essen Enterprises, Inc.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share to Essen Enterprises, Inc.
June 5, 2015	Common Stock	680,000	$13,600 conversion of convertible promissory note dated June 30, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share.
July 8, 2015	Common Stock	35,000	$700 conversion of convertible promissory note dated June 30, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share.
July 8, 2015	Common Stock	35,000	$700 conversion of convertible promissory note dated June 30, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share.
July 16, 2015	Common Stock	376,000	$7,520 conversion of convertible promissory note dated June 30, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share.
July 22, 2015	Common Stock	161,000	$3,220 conversion of convertible promissory note dated June 30, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share.
July 23, 2015	Common Stock	49,750	$995 conversion of convertible promissory note dated June 30, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share.

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Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
July 24, 2015	Common Stock	246,000	$4,920 conversion of convertible promissory note dated June 30, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share.
August 3, 2015	Common Stock	110,000	$2,200 conversion of convertible promissory note dated June 30, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share.
August 11, 2015	Common Stock	193,000	$3,860 conversion of convertible promissory note dated June 30, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share.
August 18, 2015	Common Stock	102,000	$2,040 conversion of convertible promissory note dated June 30, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share.
August 26, 2015	Common Stock	214,000	$4,280 conversion of convertible promissory note dated June 30, 2014.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share.
September 11, 2015	Common Stock	136,000	$2,720 conversion of convertible promissory note dated June 30, 2014.	SEC Rule 144(a)(3)

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