UNITED STATES
 SECURITIES AND EXCHANGE
COMMISSION
 
 WASHINGTON, D.C.
20549
 
 FORM 10-K/A
 Amendment No. 1
 
 ý ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF
      1934FOR THE FISCAL YEAR ENDED
      DECEMBER 31, 2007ORo TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF
      1934FOR THE TRANSITION PERIOD
      FROM _______
TO ___________
 COMMISSION FILE NO.
000-26293
  NUTRADYNE GROUP,
INC.
 (Exact Name Of Registrant As Specified
In Its Charter)
 
 Delaware
              
              20-1661391(State or other jurisdiction
      of
                incorporation or
      organization)
              
              (I.R.S.
      Employer
                Identification
      No.)927
      Canada Court
                City
      of Industry, California
              
              91748(Address of principal
      executive offices)
              
              (Zip
    Code)
 
 Registrant’s telephone number,
including area code: (626)
581-9098
 
 SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 None.
 SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
 Common
Stock, $.0001 par value
 
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
 Yes o     No ý
  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 oNo ý
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.       Yes o No ý
  
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of 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.
             
o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. 
See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act:.
  Large
accelerated filer   o                          
  Accelerated filer  o
 Non-accelerated
filer     o                             Smaller
reporting company ý
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  Yes o No ý
 
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of the last
business day of the registrant's most recently completed second fiscal quarter.
$2,108,907 as of June 29, 2007.
 
 There
were 31,041,845 shares outstanding of registrant’s common stock, par value
$0.001 per share, as of April 29, 2008.  The shares of the
registrant’s common stock are currently quoted on the Over-the-Counter Bulletin
Board, or OTCBB.
 
 Documents
Incorporated by Reference:  None.
 
 ExplanatoryNote:  This Form
10-K/A for is being filed in order to amend Item 5 of Part III and to complete
Part III of Form 10-K filed with the Securities and Exchange Commission on April
15, 2008 (the “Original Filing”) and fully comply with all required information
pursuant to Regulation S-K and Section 13 or 15(d) of the Securities Exchange
Act of 1934. This Amendment contains only the sections to the Original Filing
which are being amended, and those unaffected parts or exhibits are not included
herein.
  
  TABLE OF CONTENTS
 
 NUTRADYNE GROUP,
INC.
 TABLE OF CONTENTS TO ANNUAL REPORT ON
FORM 10-K/A
 For the Fiscal Year Ended December
31, 2007
 
 TABLE OF CONTENTS TO ANNUAL REPORT ON
FORM 10-K /A
 For the Fiscal Year Ended December
31, 2007
  ITEM
              
              
              PagePART
      IIItem
      5.
              
              Market
      for Registrant’s Common Stock, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              1PART IIIItem
      10.
              
              Directors,
      Executive Officers and Corporate Governance
              3Item
      11.
              
              Executive
      Compensation
              4Item
      12.
              
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              6Item
      13.
              
              Certain
      Relationships and Related Transactions, and Director
      Independence
              8Item
      14.
              
              Principal
      Accounting Fees and Services
              8PART IVItem
      15.
              
              Exhibits,
      Financial Statement Schedules
              9Signatures
              10
   
  PART II
 
 ITEM 5.  MARKET FOR
REGISTRANT’S COMMON STOCK,RELATEDSTOCKHOLDERMATTERSANDISSUERPURCHASES OF EQUITY
SECURITIES
 
 The
shares of our common stock are currently quoted for trading on the
Over-the-Counter Bulletin Board, or OTCBB, under the symbol
“NTRG.OB”.
 
 On
October 25, 2007, we effected a 1-for-11.97492 reverse split of our common
stock.  At the time of the reverse stock split, each 11.97492 shares
of our issued and outstanding common stock were combined into one share of our
common stock. The reverse stock split did not change the number of authorized
shares of our common stock. All common share and per share amounts throughout
this Report have been adjusted to give effect to this reverse 1-for-11.97492
stock split.
 
 The
following table sets forth the high and low bid prices for our common stock
since for the last two years.
 
 Year
              Quarter
              High
              Low2007
              First
              $0.07
              $0.062007
              Second
              $0.07
              $0.022007
              Third
              $0.09
              $0.042007
              Fourth
              $1.55
              $1.552006
              First
              $0.19
              $0.022006
              Second
              $0.70
              $0.172006
              Third
              $0.25
              $0.022006
              Fourth
              $0.12
              $0.01
 
 On April
14, 2008, the last sale price of our common stock as reported on the OTCBB was
$0.56  The price of our common stock will likely fluctuate in the
future. The stock market in general has experienced extreme stock price
fluctuations in the past few years. In some cases, these fluctuations have been
unrelated to the operating performance of the affected companies. Many companies
have experienced dramatic volatility in the market prices of their common stock.
We believe that a number of factors, both within and outside our control, could
cause the price of our common stock to fluctuate, perhaps substantially. Factors
such as the following could have a significant adverse impact on the market
price of our common stock:
 
 ·
              Our
      ability to obtain additional financing and, if available, the terms and
      conditions of the financing;
 ·
              Our
      financial position and results of
operations;
 ·
              Concern
      as to, or other evidence of, the reliability and safety of our products
      and services or our competitors’ products and
  services;
 ·
              Announcements
      of innovations or new products or services by us or our
      competitors;
 ·
              U.S.
      federal and state governmental regulatory actions and the impact of such
      requirements on our business;
 ·
              Chinese
      governmental regulatory actions and the impact of such requirements on our
      business;
 ·
              The
      development of litigation against
us;
 ·
              Period-to-period
      fluctuations in our operating
results;
 ·
              Changes
      in estimates of our performance by any securities
  analysts;
 ·
              The
      issuance of new equity securities pursuant to a future offering or
      acquisition;
 ·
              Changes
      in interest rates;
 ·
              Competitive
      developments, including announcements by competitors of new products or
      services or significant contracts, acquisitions, strategic partnerships,
      joint ventures or capital
commitments;
 ·
              Investor
      perceptions of us; and
 ·
              General
      economic and other national
conditions.
  
 1
 Stockholders
 
 As of
December 31, 2007, we had 47 stockholders of record of our common stock and two
stockholders of record of our Series A Preferred Stock.
  Dividends
 
 We do not
expect to declare or pay any cash dividends on our common stock in the
foreseeable future, and we currently intend to retain future earnings, if any,
to finance the expansion of our business. The decision whether to pay cash
dividends on our common stock will be made by our board of directors, in its
discretion, and will depend on our financial condition, operating results,
capital requirements and other factors that the board of directors considers
significant.  We did not pay any cash dividends during the years ended
December 31, 2007 or 2006.
 
 Transfer Agent
 
 The
transfer agent and registrar for our common stock is Pacific Stock Transfer,
Inc.
 
 Additional
Information
 
 Copies of
our annual reports, quarterly reports, current reports, and any amendments to
those reports, are available free of charge on the Internet at
www.sec.gov.  All statements made in any of our filings, including all
forward-looking statements, are made as of the date of the document in which the
statement is included, and we do not assume or undertake any obligation to
update any of those statements or documents unless we are required to do so by
law.
  2
  PART III
 
 ITEM 10.   DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
 EXECUTIVE OFFICERS, DIRECTORS AND KEY
EMPLOYEES
 
 Prior to
the Share Exchange, Umesh I. Patel, Craig Nagasugi, Al Jinnah, Gregory Frazer
and Khalid Sheikh served as directors of DLMC.  Mr. Nagasugi served as
Chief Executive Officer and Mr. Patel served as President and Chief Financial
Officer of DLMC.
 
 Upon
closing of the Share Exchange, the following individuals were named to the board
of directors and executive management of our company:
 
 Name
              Age
              PositionYongxin
      Liu
              40
              Chairman
      of the Board and Chief Executive OfficerNing
      Liu
              45
              President,
      Chief Operating Officer and DirectorYongkui
      Liu
              38
              Vice
      President, Chief Financial Officer and DirectorYongmei
      Wang
              34
              Vice
      President, Treasurer and DirectorUmesh
      Patel
              50
              Vice
      President and Director
 
 Yongxin
Liu has been the Chairman of Changchun Yongxin Dirui Medical Co., Ltd.
(“Yongxin”) since 2003 and Jilin Province Yongxin Chain Drugstore Co., Ltd.
(“Yongxin Drugstore”) since 2001.  From August 1998 to 2003, Mr. Liu
served as the General Manager of Yongxin Drugstore.  From 1984 to June
2006, Mr. Liu was employed by Changchun Medical Materials Marketing Co., Ltd.
(“Changchun Medical”), serving as the Assistant Manager of Business and
Vice-manager.  From July 1991 to July 1994, Mr. Liu studied at
Northeast Normal University, majoring in Management.  In August 2004,
he received an MBA from Beijing University.
 NingLiu has been the
president of Succeed Group Inc., a media company, since 2003.  Prior
to his service at Succeed Group, Inc., Mr. Liu was the president of Super
Nu-Life Products Inc., a nutraceuticals manufacturer from 1994 to
2003.  From 1992 to 1994, Mr. Liu was the president of Goldenrise
Development Inc.  Additionally, from 1986 TO 2002, Mr. Liu served as
president of Accords System Inc.  Mr. Liu is active in founding,
organizing and managing a number of foreign investment projects to China,
and he counsels China companies in doing business in the United States, and
in mergers with public companies in the United States.  Mr. Liu
graduated from Beijing University with a Masters of Arts degree in
1985.
 
 Yongkui
Liu has served as Vice Manager of Yongxin Drugstore since
2001.  Previously, he was employed as a salesman by Changchun Medical
from July 1993 to June 2005.  From August 1998 to 2001, Mr. Liu served
as the Business Manager of Yongxin Drugstore.  From 1986 to 1989, Mr.
Liu studied at the Jilin Province Medicine Staff Trade School, Education
Section, majoring in Pharmacy.  From July 2004 to November 2005, he
studied at the Chinese University of Hong Kong, majoring in Enterprise
Management.
 
 Yongmei
Wang has served as the Vice-Manager of Yongxin Drugstore since
2001.  From July 1993 to June 2005, Ms. Wang also served as an
accountant of Changchun Medical.  From August 1990 to July 1993, Ms.
Wang studied at the Changchun City No.4 Professional Middle School, majoring in
Accounting & Statistics.
 
 Umesh Patel has served
as Vice President of our company since November 2007 after the completion of the
Share Exchange.  Prior to the consummation of the Share Exchange, he
served as the President of Digital Learning Management Corporation from 2004
until November 2007.  From 1990 to 2001, Mr. Patel served as the
President of Tech Med Billing Services.  In 2001, Mr. Patel
co-founded the School of I.T, serving as its Vice President from until February
2004.
 
 Family
Relationships
 
 Yongxin
Liu and Yongkui Liu are brothers.  Additionally, Yongkui Liu, our
Chief Financial Officer, is the spouse of Yongmei Wang, one of our Vice
Presidents.
 
 Involvement in Certain Legal
Proceedings
 
 None of
the Company's directors, officers, promoters or control persons, if any, during
the past five years was, to the best of the Company's knowledge, not a party to
any legal proceeding requiring disclosure pursuant to Item 401(f) of Regulation
S-K.
  3
  Compliance with Section 16(a) of the
Securities Exchange Act of 1934
 
 Section
16(a) of the Securities Exchange Act of 1934 requires the Company's directors
and executive officers, and persons who own more than 10% of the Company's
Common Stock, to file with the Securities and Exchange Commission initial
reports of beneficial ownership and reports of changes in beneficial ownership
of Common Stock of the Company. Officers, directors and greater than 10%
shareholders are required by the Securities and Exchange Commission to furnish
the Company with copies of all section 16(a) reports they
file.  Yongxin Liu, Yongkui Liu, Ning Liu and Yongmei Wang have not
yet filed a Form 3, as was required upon their becoming officers and directors
of the Company upon the completion of the Share Exchange.
 
 Code of Conduct
 
 We
adopted a Code of Ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller or
persons performing similar functions.  Anyone who would like a copy of
our Code of Conduct may do so by writing to the Company at its principal place
of business at 927 Canada Court City of
Industry, California 91748.
 
 The Board of Directors and
Committees
 
 Our Board
of Directors does not maintain a separate audit, nominating or compensation
committee.  Functions customarily performed by such committees are
performed by its Board of Directors as a whole.  We are not required
to maintain such committees under the applicable rules of the Over-the-Counter
Bulletin Board.  We do not currently have an “audit committee
financial expert” since we currently do not have an audit committee in
place.  We intend to create board committees, including an independent
audit committee, in the near future.
 
 We do not
currently have a process for security holders to send communications to the
Board.
 
 Director
Independence
 
 Our
common stock is quoted on the Over-the-Counter Bulletin Board and, therefore, we
are not required to maintain a board consisting of a majority independent
directors and we are not currently otherwise subject to any law, rule or
regulation requiring that all or any portion of our Board of Directors include
"independent" directors.  Our board of directors reviewed the independence
of the directors using the criteria established by the American Stock Exchange.
 As of December 31, 2007, the board of directors determined that none of
the directors were independent based on such criteria.
 
 ITEM 11.  
EXECUTIVE COMPENSATION
 
 Summary Compensation
Tables
 
 The
following table sets forth information concerning the compensation for the
fiscal year ended December 31, 2007 of the principal executive officer,
principal financial officer, in addition to our three most highly compensated
officers whose annual compensation exceeded $100,000, and up to two additional
individuals for whom disclosure would have been required but for the fact that
the individual was not serving as an executive officer of the registrant at the
end of the last fiscal year.
 
 Name and
      Position
              Year
              
              Salary
              
              
              Bonus
              
              
              TotalYongxin
      Liu
              2007
              
              $
              11,918
              
              
              $
              1,769
              
              
              $
              13,687Chief
      Executive Officer and
              2006
              
              $
              7,692
              
              
              $
              508
              
              
              $
              8,200Chairman
      of the BoardYongkui
      Liu
              2007
              
              $
              11,918
              
              
              $
              1,275
              
              
              $
              13,193Chief
      Financial Officer and Vice
              2006
              
              $
              4,615
              
              
              $
              228
              
              
              $
              4,843PresidentCraig
      Nagasugi (1)
              2007
              
              $
              78,750
              (2)
              
              $
              -
              
              
              $
              78,750
              (2)Former
      Chief Executive Officer
              2006
              
              $
              67,500
              (2)
              
              $
              -
              
              
              $
              67,500
              (2)
  4
  (1)  Mr.
Nagasugi resigned as Chief Executive Officer of the Company upon the close of
the Share Exchange on November 16, 2007.
 
 (2)
Amounts were accrued but not paid.
 
 Grants of Plan-Based Awards in
2007
 
 There
were no option grants in 2007.
 
 Outstanding Equity Awards at 2007
Fiscal Year End
 
 There
were no outstanding equity awards as of December 31, 2007.
 
 Option Exercises and Stock Vested in
Fiscal 2007
 
 There
were no option exercises or stock vested in 2007.
 
 Pension Benefits
 
 There
were no pension benefit plans in effect in 2007.
 
 Nonqualified defined contribution and
other nonqualified deferred compensation plans
 
 There
were no nonqualified defined contribution or other nonqualified deferred
compensation plans in effect in 2007.
 
 Employment
Agreements
 
 We have
no employment agreements with any of our executive officers.
 
 Director
Compensation
 
 Name
              Fees
      Earned or Paid in Cash
                ($)
              Stock
      Awards
                ($)
              Option
                Awards
      ($)
              Non-Equity
      Incentive Plan Compensation ($)
              Change
      in Pension Value and Nonqualified Deferred Compensation
      Earnings
              All
      Other Compensation
                ($)
              Total
                ($)All
      directors (5 persons)
              -
              -
              -
              -
              -
              -
              -
  For the
year ended December 31, 2007, none of the members of our Board of Directors
received compensation for his or her service as a director. We do not currently
have an established policy to provide compensation to members of our Board of
Directors for their services in that capacity. We intend to develop such a
policy in the near future.
 
 Indemnifications of Directors And
Executive Officers And Limitations of Liability
 
 Under
Section 145 of the General Corporation Law of the State of Delaware, we can
indemnify our directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). Our certificate of incorporation provides that, pursuant
to Delaware law, our directors shall not be liable for monetary damages for
breach of the directors’ fiduciary duty of care to us and our stockholders. This
provision in the certificate of incorporation does not eliminate the duty of
care, and in appropriate circumstances equitable remedies such as injunctive or
other forms of nonmonetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director’s duty of loyalty to us or our stockholders, for acts or omissions
not in good faith or involving intentional misconduct or knowing violations of
the law, for actions leading to improper personal benefit to the director, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a director’s
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
  5
  Our
bylaws provide for the indemnification of our directors to the fullest extent
permitted by the Delaware General Corporation Law. Our bylaws further provide
that our Board of Directors has discretion to indemnify our officers and other
employees. We are required to advance, prior to the final disposition of any
proceeding, promptly on request, all expenses incurred by any director or
executive officer in connection with that proceeding on receipt of an
undertaking by or on behalf of that director or executive officer to repay those
amounts if it should be determined ultimately that he or she is not entitled to
be indemnified under the bylaws or otherwise. We are not, however, required to
advance any expenses in connection with any proceeding if a determination is
reasonably and promptly made by our Board of Directors by a majority vote of a
quorum of disinterested Board members that (i) the party seeking an advance
acted in bad faith or deliberately breached his or her duty to us or our
stockholders and (ii) as a result of such actions by the party seeking an
advance, it is more likely than not that it will ultimately be determined that
such party is not entitled to indemnification pursuant to the applicable
sections of our bylaws.
 
 We have
been advised that in the opinion of the Securities and Exchange Commission,
insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event a claim for indemnification against such liabilities (other than our
payment of expenses incurred or paid by our director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
 
 We may
enter into indemnification agreements with each of our directors and officers
that are, in some cases, broader than the specific indemnification provisions
permitted by Delaware law, and that may provide additional procedural
protection. As of the Effective Time of the Share Exchange, we had not entered
into any indemnification agreements with our directors or officers, but may
choose to do so in the future. Such indemnification agreements may require us,
among other things, to:
 
 ·
              indemnify
      officers and directors against certain liabilities that may arise because
      of their status as officers or
directors;
 
 ·
              advance
      expenses, as incurred, to officers and directors in connection with a
      legal proceeding, subject to limited exceptions;
  or
 
 ·
              obtain
      directors’ and officers’ insurance.
 
 At
present, there is no pending litigation or proceeding involving any of our
directors, officers or employees in which indemnification is sought, nor are we
aware of any threatened litigation that may result in claims for
indemnification.
 
 ITEM 12.  
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 
 Beneficial
ownership is determined in accordance with the rules of the SEC. In computing
the number of shares beneficially owned by a person and the percentage of
ownership of that person, shares of common stock subject to options and warrants
held by that person that are currently exercisable or become exercisable within
60 days of the date of this prospectus are deemed outstanding even if they have
not actually been exercised. Those shares, however, are not deemed outstanding
for the purpose of computing the percentage ownership of any other
person.
 
 The
following table sets forth certain information with respect to beneficial
ownership of our common stock based on 31,041,845 issued and outstanding shares
of common stock as of April 25, 2008, by:
  6
  Each
      person known to be the beneficial owner of 5% or more of our outstanding
      common stock;
 
 Each
      executive officer;
 
 Each
      director; and
 
 All
      of the executive officers and directors as a
  group.
 
 Unless
otherwise indicated, the persons and entities named in the table have sole
voting and sole investment power with respect to the shares set forth opposite
the stockholder’s name, subject to community property laws, where
applicable.  Unless otherwise indicated, the address of each
stockholder listed in the table is c/o Nutradyne Group, Inc., 927 Canada Court,
City of Industry, CA 91748.
 
 Name and
      Address
                  of Beneficial
      Owner
              Title
              Beneficially
      Owned
                  Post-Share
      Exchange
              Percent of
      ClassDirectors and Executive
      OfficersYongxin
      Liu
              Chief
      Executive Officer and
                Chairman
      of the Board
              10,599,996 (1)
              25.8%Ning
      Liu (2)
              President,  Chief
      Operating Officer and a Director
              --
              --Yongkui
      Liu
              Vice
      President, Chief Financial Officer and a Director
              16,599,996 (3)
              40.4%Yongmei
      Wang
              Vice
      President, Treasurer and a Director
              16,599,996 (4)
              40.4%Umesh
      Patel
              Vice
      President and Director
              3,818,099
      (5)
              11.8%Officers
      and Directors as a Group (total of 5 persons)
              
              21,018,095
      (6)
              49.7%5%
      HoldersAccord
      Success Ltd., BVI
              
              5,400,000
      (7)
              17.4%Boom
      Day Investments, Ltd., BVI
              
              15,399,996 (8)
              37.5%Master
      Power Holdings Coup Ltd., BVI
              
              4,200,000
      (9)
              13.5%Cede
      & Co. (10)
              
              2,640,388
      (10)
              8.5%Grand
      Opus Co. Ltd., BVI
              
              2,400,000
      (11)
              7.7%Full
      Spring Group Ltd., BVI
              
              1,800,000
      (12)
              5.8%
  (1)
              Represents
      shares of common stock in our company held by Misala Holdings, Inc., a
      British Virgin Islands corporation, over which Mr. Liu may be deemed to
      have voting and investment control. Includes
      9,999,996 shares of common stock issuable upon the conversion of 1,666,666
      shares of Series A Convertible Preferred Stock, which are each convertible
      into 6 shares of common stock, held by Masala Holdings,
      Inc.
 (2)
              Mr.
      Liu’s address is 22128 Stepplechase Lane, Diamond Bar, CA
      91765.
 (3)
              Includes
      5,400,000 shares of common stock held by Boom Day Investments, Ltd.,
      British Virgin Islands corporation over which Mr. Liu may be deemed to
      have voting and investment control.  Also includes 1,200,000
      shares of common stock held by Perfect Sun Investments Ltd., a British
      Virgin Islands corporation, over which Mr. Liu’s spouse, Yongmei Wang, may
      be deemed to have voting and investment control.  Includes
      9,999,996 shares of common stock issuable upon the conversion of 1,666,666
      shares of Series A Convertible Preferred Stock, which are each convertible
      into 6 shares of common stock, held by Boom Day
      Investments.
   7
 
 (4)
              Includes
      1,200,000 shares of common stock owned by Perfect Sum Investments Ltd.,
      over which Ms. Wang may be deemed to have voting and investment
      control.  Also includes 5,400,000 shares of common stock held by
      Boom Day Investments, Ltd., over which Mr. Yongkiu Liu, Ms. Wang’s spouse,
      may be deemed to have voting and investment control.  Includes
      9,999,996 shares of common stock issuable upon the conversion of 1,666,666
      shares of Series A Convertible Preferred Stock, which are each convertible
      into 6 shares of common stock, held by Boom Day
      Investments.
 (5)
              Includes
      442,845 shares owned by the Umesh Patel Family Trust No. 1, of which Mr.
      Patel is the trustee, and 1,250,000 shares issuable upon the exercise of
      warrants.
 (6)
              Includes
      1,250,000 shares issuable upon the exercise of warrants and 9,999,996
      shares of common stock issuable upon the conversion of 1,666,666 shares of
      Series A Convertible Preferred Stock, which are each convertible into 6
      shares of common stock.
 (7)
              Tao
      Wang has voting and investment control over the shares owned by this
      entity.
 (8)
              Yongkui
      Liu has voting and investment control over the shares owned by this
      entity.  Includes
      9,999,996 shares of common stock issuable upon the conversion of 1,666,666
      shares of Series A Convertible Preferred Stock, which are each convertible
      into 6 shares of common stock, held by Boom Day
      Investments.
 (9)
              Yong
      Liu has voting and investment control over the shares owned by this
      entity.
 (10)
              The
      address for Cede & Co. is P.O. Box 222 Bowling Green Station, New
      York, NY 10274.  The beneficial owners of these shares are not
      known to the Company.
 (11)
              Huang
      Hai has voting and investment control over the shares owned by this
      entity.
 (12)
              Dawei
      Sun has voting and investment control over the shares owned by this
      entity.
 
 ITEM 13.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
 
 Changchun Yongxin Dirui Medical Co.,
Ltd.
 
 Changchun
Yongxin Dirui Medical Co., Ltd. (“Yongxin) is our 80%-owned subsidiary and has
interlocking executive and director positions with us.
 
 November 2007 Share
Exchange
 
 On
November 16, 2007, we completed the Share Exchange pursuant to the share
exchange agreement entered into with Yongxin and all of Yongxin’s
shareholders.  At the closing, Yongxin became our 80%-owned subsidiary
and 80% of the issued and outstanding equity interest of Yongxin was exchanged
for shares of our common stock and shares of our preferred stock.  An
aggregate of 21,000,000 shares of our common stock and 5,000,000 shares of our
Series A preferred stock were issued to the shareholders of Yongxin and its
designees.  Additionally, concurrent with the closing of the Share
Exchange, our board appointed Yongxin Liu as Chief Executive Officer and
Chairman of the Board, Ning Liu as President and Chief Operating Officer,
Yongkui Liu as Vice President and Chief Financial Officer and Umesh Patel as
Vice President.
 
 Policy for Approval of Related Party
Transactions
 
 We do not
currently have a formal related party approval policy for review and approval of
transactions required to be disclosed pursuant to Item 404 (a) of Regulation
S-K.  We expect our board to adopt such a policy in the near
future.
 
 Director
Independence
 
 See Item
10 “Directors, Officers and Corporation Governance” for a discussion of board
member independence.
 
 ITEM 14. 
PRINCIPAL ACCOUNTING FEES AND SERVICES
 
 The
following table sets forth fees billed to us by our independent registered
accounting firm, Kabani & Company during the fiscal years ended December 31,
2007 and 2006 for: (i) services rendered for the audit of our annual financial
statements and the review of our quarterly financial statements, (ii) services
by our auditor that are reasonably related to the performance of the audit or
review of our financial statements and that are not reported as Audit Fees, and
(iii) services rendered in connection with tax compliance, tax advice and tax
planning. We did not engage our auditors for any other services during 2007 and
2006.
 
 8
 
 Year
      ended December 31,2007
              
              
              2006Audit
      Fees(1)
              
              $
              115,000
      (2)
              
              
              $
              30,000Audit-Related
      Fees
              
              
              -
              
              
              
              -Tax
      Fees
              
              
              -
              
              
              
              -All
      Other Fees
              
              
              -
              
              
              
              -Total
              
              $
              115,000
      (2)
              
              
              $
              30,000
 
 (1) These
are fees for professional services performed by Kabani & Company for the
audit of our annual financial statements and review of our quarterly
reports.
 
 (2)  Includes
$40,000 in fees related to services provided to Digital Learning Management
Corporation and $75,000 in fees related to services provided to
Yongxin.
  Pre-Approval
Policy
 
 Our Board
of Directors pre-approves all auditing services and permitted non-audit
services, if any, including tax services, to be performed for us by our
independent auditor, subject to the de minimis exceptions for
non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange
Act of 1934, as amended, which are approved by the Board of Directors prior to
the completion of the audit. The scope of the pre-approval shall include
pre-approval of all fees and terms of engagement. The Board of Directors may
form and delegate authority to subcommittees consisting of one or more members
when appropriate, including the authority to grant pre-approvals of audit and
permitted non-audit services, provided that decisions of such subcommittee to
grant pre-approvals shall be presented to the full Board of Directors at its
next scheduled meeting.
 
 PART IV
 
 ITEM 15.  EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES
 
 3.   Exhibits:
The exhibits listed in the accompanying “Index to Exhibits” are filed or
incorporated by reference as part of this Form 10-K.
 
  9
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Changchun, People’s
Republic of China, on April 29, 2008.
 
  Nutradyne Group,
      Inc.(Registrant)Dated: April 29,
      2008
              By:
              /s/ Yongxin LiuBy:  Yongxin
    LiuChief Executive
      Officer andChairman
      of the Board(Principal
      Executive Officer)Dated: April 29,
      2008
              By:
              /s/ Yongkui
    LiuBy:  Yongkui
      LiuChief
      Financial Officer(Principal
      Financial Officer)
  10
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Company in the capacities
and on the dates indicated.
 
  Signature
              
              Capacity
              Date/s/  Yongxin
      Liu
              
              Chief
      Executive Officer and
              April
      29, 2008By:  Dang
      Yu Pan
              
              Chairman
      of the Board
                (Principal
      Executive Officer)/s/  Yongkiu
      Liu
              
              Chief
      Financial Officer and Director
              April
      29, 2008By:  Yongkiu
      Liu
              
              (Principal
      Financial and Accounting Officer)/s/  Ning
      Liu
              
              Director
              April
      29, 2008Ning
      LiuDirectorYongmei
      WangDirectorUmesh
      I. Patel
  11
  EXHIBIT INDEX
 
 Exhibit
 Number                 
Description
 
 2.1
              Exchange
      Agreement by and between Digital Learning Management Corporation and
      Changchun Yongxin Dirui Medical Co., Ltd dated December 21, 2006
      (incorporated by reference to Exhibit 10.1 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on December 28,
      2006).
 
 2.1(a)
              First
      Amendment to Share Exchange Agreement, dated as of June 15, 2007, by and
      among Digital Learning Management Corporation, Chanchun Yongxin Dirui
      Medical Co., Ltd. (“Yongxin”) and the shareholders of Yongxin
      (incorporated by reference to Exhibit B to the definitive Proxy Statement
      on Schedule 14A filed with the Securities and Exchange Commission on
      September 14, 2007)
 
 2.1(b)
              Second
      Amendment to the Share Exchange Agreement, dated as of April 12, 2008,and
      effective as of November 16, 2007, by and among Nutradyne Group, Inc.,
      Chanchun Yongxin Dirui Medical Co., Ltd. (“Yongxin”) and the shareholders
      of Yongxin (incorporated by reference to Exhibit 10.1 to the Current
      Report on Form 8-K filed with the Securities and Exchange on April 15,
      2008)
 
 3.1
              Certificate
      of Incorporation (incorporated by reference to Exhibit 3 to the Company’s
      General Form For Registration Of Securities Of Small Business Issuers on
      Form 10-SB, filed with the SEC on November 5,
  1999).
 
 3.1(a)
              Certificate
      of Amendment of Articles of Incorporation of the Company (incorporated by
      reference to Exhibit A of the Company’s definitive information statement
      on Schedule 14C filed with the SEC on February 25,
  2004).
 
 3.2(b)
              Certificate
      of Amendment of Articles of Incorporation of the Company (incorporated by
      reference to Exhibit A of the Company’s definitive information statement
      on Schedule 14C filed with the SEC on February 25,
      2007).
 
 3.2
              Bylaws
      of the Company (incorporated by reference to Exhibit 3.2 to the Company’s
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on September 27, 2004).
 
 21.1**
              List
      of Subsidiaries
 
 31.1
              Certification
      of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K,
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.
 
 31.2
              Certification
      of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K,
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.
 
 32.1*
              Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.
 _____
 
 *
              This
      exhibit shall not be deemed "filed" for purposes of Section 18 of the
      Securities Exchange Act of 1934 or otherwise subject to the liabilities of
      that section, nor shall it be deemed incorporated by reference in any
      filing under the Securities Act of 1933 or the Securities Exchange Act of
      1934, whether made before or after the date hereof and irrespective of any
      general incorporation language in any
filings.
 **
              Filed
      previously with 10-K.


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