UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended March 31, 2013



[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from ___________ to ___________



Commission
File No. 333-159517



PETROTERRA
CORP.

(Exact
name of registrant as specified in its charter)



|Nevada                         |  | 7380                        |  | 26-3106763           
|------------------------------ |  | --------------------------- |  | ---------------------
|(State or jurisdiction of      |  | Primary Standard Industrial |  | IRS Employer         
|incorporation or organization) |  | Classification Code Number  |  | Identification Number



607
28 1/4 Road

Suite
115

Grand
Junction, CO 81506

(Address
of principal executive offices)



970-683-5415

(Registrant’s
telephone number)



None

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



Common
stock, par value $0.001

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



Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on it corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter time that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [  ] No [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer [  ] |  | Accelerated
    filer [  ]       
|-------------------------------- |  | ---------------------------------
|Non-accelerated
    filer [  ]   |  | Smaller
    reporting company [X]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [X] No [  ]



As of July
16, 2013, the registrant had 106,048,000 shares of common stock issued and outstanding (such number of shares of common stock
issued and outstanding not taking effect of the reverse split effected by the registrant on December 18, 2013). No market value
has been computed based upon the fact that no active trading market has been established as of July 16, 2013.



Documents
Incorporated by Reference: None.


















Explanatory
Note



This
Amendment No. 1 to the Annual Report on Form 10-K/A (“Amendment No. 1”) of PetroTerra Corp. (“we”,
“our” or the “Company”) is being filed to amend the Company’s Annual Report on Form 10-K for
the fiscal year ended year ended March 31, 2013, which was originally filed with the Securities and Exchange Commission
(“SEC”) on July 17, 2013 (the “Original Filing”), in order to replace Item 9A(T) of Part II of the
Original Filing with this Item 9A and in response to comments received by the SEC staff. In addition, as further required by
Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1
contains new certifications (the “Certifications”) by our current principal executive officer and principal
financial officer, filed as exhibits hereto under Part IV, Item 15 hereof.



Since July
17, 2013, the date of the Original Filing, the Company entered into a share purchase agreement which closed on October 2, 2013.
Pursuant to that share purchase agreement, the then current management resigned and new management (the “Management”)
was appointed. Management was not managing the Company at March 31, 2013, the date of the Company’s fiscal year end. After
receiving the comments from the SEC staff, Management reviewed the Original Filing along with other publicly available information
that Management deemed necessary in order to provide a reasonable assessment of the Company’s disclosure controls and procedures
and internal control over financial reporting as of the year ended March 31, 2013 and to provide the Certifications. Except for
the foregoing amended information, this Amendment No. 1 on Form 10-K/A continues to describe conditions as of the date of the
Original Filing. The disclosures contained herein have not been updated to reflect events that occurred at a later date.



ITEM
9A.	CONTROLS AND PROCEDURES



Our management,
with the participation of our principal executive and principal financial officer, carried out an evaluation of the effectiveness
of the design and operation of the Company’s “disclosure controls and procedures” and “internal control
over financial period” (as each is defined in Rule 13a-15 of the Exchange Act) for the year ended March 31, 2013.Based on that evaluation, our management concluded that, at March 31, 2013, such disclosure controls and procedures were ineffective.



Disclosure
Controls and Procedures



Disclosure
controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in our reports
filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission and (ii) information is accumulated and communicated to management as appropriate
to allow timely decisions regarding required disclosures. Based on management’s evaluation, management concluded that the
Company’s disclosure controls and procedures were not effective.



Management’s
Report on Internal Control over Financial Reporting



Our management
is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our sole officer, the Company conducted an evaluation
of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies
and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to
permit the preparation of financial statements in accordance with generally accepted accounting principles and that receipts and
expenditures of the Company are being made only in accordance with authorizations of the our management and directors; and (c)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s
assets that could have a material effect on the financial statements. Based on our evaluation under the framework in Internal
Control—Integrated Framework, our management concluded that our internal control over financial reporting was not effective
as of March 31, 2013.



ITEM
15. EXHIBITS



The following
exhibits are filed as part of this Annual Report.



|31.1 |  | Certification of Chief
    Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act*                                                     
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                        
|31.2 |  | Certification of Chief Financial Officer
    pursuant to Section 302(a) of the Sarbanes-Oxley Act*                                                     
|     |  |                                                                                                                                                        
|32.1 |  | Certification of Chief Executive Officer
    and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act.*











SIGNATURES



In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                     | PETROTERRA CORP.
|-------------------- | ----------------
|                     |                 
|Dated: April 4, 2014 | By:             
|                     |                 
|                     |