The accompany notes are an integral part of these consolidated
financial statements.
The accompanying footnotes are an integral part of
these unaudited condensed consolidated financial statements.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
OCTOBER 31, 2021
Note 1. Background Information
Neutra Corp. was incorporated in Nevada on January 11, 2011 to market and
participate in the nutraceutical space by bringing products derived from all natural and organic origins. Along with participating in
the actual nutraceutical products, we plan to research and bring new technology to the nutraceutical space. Nutraceutical natural medicine
is an alternative system that focuses on natural remedies and the body’s vital ability to heal and maintain itself. One of the nutraceutical
sub-markets is the new thriving medical cannabis market, in which we intend to participate. We intend to entrust the manufacturing to
a nutraceutical contractor to private label all of our products and to sell them under our unique brand. We have established a fiscal
year end of January 31.
As the global cannabis market grows exponentially, it is constantly in
need of better technologies and products to be more efficient in how it grows, what it grows and how it consumes cannabis and its related
products. From lighting to dosage devices, from pesticide replacements to plant enhancers, Neutra Corp. is constantly combing the industry
for the latest and greatest to test, prove and bring to market.
We have generated limited revenues to date and our activities have been
primarily limited to developing our business plan and research and development of products. We will not have the necessary capital to
fully develop or execute 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. We need to raise additional funds in order to implement our business plan. Our current cash on hand
is insufficient to commercialize our products or fully develop our business strategy. If we are unable to raise adequate additional funds
or if those funds are not available on terms that are acceptable to us, we will not be able to execute our business plan and we may cease
operations.
Note 2. Going Concern
For the nine months ended October 31, 2021, the Company had a net loss
of $457,153 and did not have positive cash flow from operations. As of October 31, 2021, the Company has negative working capital of $1,018,667.
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.
The Company does not have the resources at this time to repay its credit
and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional
capital, the Company will not be able to remain in business.
Management has plans to address the Company’s financial situation
as follows:
In the near term, management plans to continue to focus on raising the
funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital
required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue to advance capital
to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and
the potential inability to achieve profitability raises doubts about the Company’s ability to continue as a going concern.
In the long term, management believes that the Company’s projects
and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth.
However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately
attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding
to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability
and cash flows from operations to sustain its operations.
Note 3. Significant Accounting Policies
The significant accounting policies that the Company follows are:
- 9 -
Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted 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 condensed 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 of a normal recurring nature. These condensed consolidated
financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended January 31, 2021
and notes thereto and other pertinent information contained in our Form 10-K that we filed with the Securities and Exchange Commission
(the “SEC”).
The results of operations for the nine-month period ended October 31, 2021
are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2022.
Basis of Presentation
The condensed consolidated financial statements and related disclosures
have been prepared pursuant to the rules and regulations of the SEC. The condensed consolidated financial statements have been prepared
using the accrual basis of accounting in accordance with GAAP.
Consolidated Financial Statements
The condensed consolidated financial statements of the Company include
the accounts of the Company and its wholly owned subsidiaries, Diamond Anvil Designs, LLC Deity Corporation and Vivis Corporation (Vivis),
from the date of their formations or acquisition. Significant intercompany 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Property and Equipment, net
Property and equipment consist of equipment used to manufacture the Company’s
products and is presented at cost. Depreciation is recognized over the useful life of the equipment on a straight-line basis over three
years beginning when the asset is put in service. For the nine months ended October 31, 2021 and 2020, the Company recognized depreciation
expense of $58,058 and $17,363, respectively.
Revenue Recognition
On February 1, 2018, the Company adopted ASC 606, Revenue from
Contracts with Customers, and the related guidance in ASC 340-40 (collectively, the new revenue standard) using the modified retrospective
method applied to those contracts which were not completed as of February 1, 2018. Under the modified retrospective method, the Company
recognizes the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings;
however, no adjustment was required as a result of adopting the new revenue standard. Results for reporting periods beginning after February
1, 2019 are presented under the new revenue standard. The comparative information has not been restated.
ASC 606 requires that an entity recognize revenue to depict the transfer
of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled
in exchange for those goods or services. For the nine months ended October 31, 2021 and 2020, revenue from contracts with customers was
$53,631 and $7,467, respectively.
Earnings (Loss) per Common Share
We compute 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 our 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 our 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.
- 10 -
Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report
accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and
other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
As discussed in more detail in Note 6, the Company agreed to pay 60% of
all revenue from Deity Corporation to Sydney Jim, the Company’s CEO, up until a total of $250,000 is paid to Mr. Jim, at which point
he will be entitled to 20% of revenue from Deity Corporation.
There were no other known commitments or contingencies as of October 31,
2021 and January 31, 2021.
Mezzanine equity
Where ordinary or preferred shares are determined to be conditionally redeemable
upon the occurrence of certain events that are not solely within the control of the issuer, and upon such event, the shares would become
redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary equity). The purpose of this
classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities
or other assets of the entity in the future.
Note 4. Deposits
Deposits represent cash on deposit with the Company’s attorney. As
of October 31, 2021 and January 31, 2021, the Company had amounts on deposit with its attorney in the amount of $1,610 and $1,610, respectively.
Note 5. Property and equipment, net
Property and equipment consist of the following:
|
|
|
October 31, 2021
|
|
January 31, 2021
|
|
|
Equipment
|
|
$
|
236,717
|
|
$
|
196,490
|
|
|
Total property and equipment
|
|
|
236,717
|
|
|
196,490
|
|
|
Less: accumulated depreciation
|
|
|
(88,724
|
)
|
|
(30,666
|
)
|
|
Property and equipment, net
|
|
$
|
147,993
|
|
$
|
165,824
|
|
Note 6. Related Party Transactions
During the nine months ended October 31, 2021, we incurred and paid salary
expense of $77,667 to our CEO, Sydney Jim. In addition, we incurred commission expense of $13,817 payable to Mr. Jim during the same period.
The commissions were not paid during the period. During the nine months ended October 31, 2021, the Company repaid advances of $12,219
owed to Mr. Jim. As of October 31, 2021, we owe Mr. Jim, or entities controlled by him, $131,755 which is recorded on the balance sheet
in “Accounts Payable – Related Party” and $2,314 in “Advances payable to related party.” The Company also
received a $3,500 non-interest bearing, due on demand advance from the Company’s Chief Financial officer during the three months
ended July 31, 2021 that was repaid during the three months ended October 31, 2021.
During the three months ended July
31, 2021, the Company acquired the assets of Deity Corporation, a Texas corporation which the Sydney Jim, the Company’s CEO, had
a controlling interest in that will produce hemp and cannabis products. The transaction was considered an asset acquisition, as there
were no operations of Deity Corporation prior to the transaction. The Company received the formulas for certain hemp and cannabis-based
products and a website to market the products that will be produced. In exchange, the Company will pay to Mr. Jim 60% of the revenue
from Deity Corporation sales until a total of $250,000 is reached, at which point the Company will pay 20% of Deity Corporation
revenue to Mr. Jim.
Note 7. Advances and Notes Payable
As of October 31, 2021 and January 31, 2021, we had amounts due under advances
of $3,450 at each period. These advances are not collateralized, non-interest bearing and are due on demand.
During the three months ended April 30, 2021, the Company received $11,262
from the United States Small Business Administration Paycheck Protection Program. The loan bears interest at 1% annually and matures in
April 2026. The loan was forgiven in full during the three months ended October 31, 2021, and the Company recorded a gain on debt forgiveness.
- 11 -
Note 8. Convertible Notes Payable
Convertible notes payable consists of the following as of October 31, 2021
and January 31, 2021:
|
|
|
July 31, 2021
|
|
January 31, 2021
|
|
|
Convertible note, dated October 31, 2015, bearing interest at 10%
per annum, bearing default interest at 25% per annum, matured on October 31, 2018 and convertible into shares of common stock at $0.50
per share, in default
|
|
$
|
156,976
|
|
$
|
156,976
|
|
|
Convertible note, dated January 31, 2016, bearing interest at 10% per annum, bearing
default interest at 25% per annum, matured on January 31, 2019 and convertible into shares of common stock at a 60% discount to the market
price, in default
|
|
|
82,735
|
|
|
82,735
|
|
|
Total convertible notes payable
|
|
$
|
239,711
|
|
$
|
239,711
|
|
|
Less: convertible notes payable, in default
|
|
|
(239,711
|
)
|
|
(239,711
|
)
|
|
Current convertible notes payable, net of discount
|
|
$
|
—
|
|
$
|
—
|
|
Convertible Promissory Notes
During the nine months ended October 31, 2021 and 2020, we recorded amortization
of discounts on convertible notes payable and recognized interest expense of $0 and $72,621, respectively.
Conversions to Common Stock
During the nine months ended October 31, 2020, the holders of our convertible
promissory notes converted $99,840 of principal and accrued interest into 767,367,387 shares of our common stock. There were no conversion
of convertible promissory notes during the nine months ended October 31, 2021.
See Note 9 for a detail of the conversions. No gain or loss was recognized
on the conversions as they occurred within the terms of the agreement which provided for conversion.
Note 9. Shareholders’ Equity
Series G convertible preferred stock
In three months ended April 30, 2021, the Company issued 164,600 shares
of Series G convertible preferred stock and received cash proceeds of $140,000. The Series G convertible preferred stock has a stated
value of $1.00 per share, carries no voting rights and earns dividends of 8% per annum on the stated value of the stock. Dividends are
payable on liquidation, redemption or conversion. The Series G convertible preferred stock is redeemable at the option of the Company
during the first six months it is outstanding at a premium of between 3% and 33% depending on the date of redemption. After the stock
has been outstanding for six months, it is convertible into common stock of the Company at a 29% discount to the market value of the common
stock. The Series G convertible preferred stock is included in mezzanine equity on the condensed consolidated balance sheet, because it
is convertible at the stated value into a variable number of shares. The $24,600 difference between the stated value of the stock and
the proceeds received has been recognized as a deemed dividend to the preferred shareholders. During the three months ended April 30,
2021, the Company accrued dividends of $4,260.
In three months ended July 31, 2021, the Company issued 99,400 shares of
Series G convertible preferred stock and received cash proceeds of $91,250, with the same terms as previous Series G issuances. The Series
G convertible preferred stock has a stated value of $1.00 per share, carries no voting rights and earns dividends of 8% per annum on the
stated value of the stock. Dividends are payable on liquidation, redemption or conversion. The Series G convertible preferred stock is
redeemable at the option of the Company during the first six months it is outstanding at a premium of between 3% and 33% depending on
the date of redemption. After the stock has been outstanding for six months, it is convertible into common stock of the Company at a 29%
discount to the market value of the common stock. The Series G convertible preferred stock is included in mezzanine equity on the condensed
consolidated balance sheet, because it is convertible at the stated value into a variable number of shares. The $18,150 difference between
the stated value of the stock and the proceeds received has been recognized as a deemed dividend to the preferred shareholders. During
the three months ended July 31, 2021, the Company accrued dividends of $5,867.
- 12 -
During the three months ended October 31, 2021, the Company issued 217,800
shares of Series G convertible preferred stock and received cash proceeds of $180,000, with the same terms as previous Series G issuances.
The Series G convertible preferred stock has a stated value of $1.00 per share, carries no voting rights and earns dividends of 8% per
annum on the stated value of the stock. Dividends are payable on liquidation, redemption or conversion. The Series G convertible preferred
stock is redeemable at the option of the Company during the first six months it is outstanding at a premium of between 3% and 33% depending
on the date of redemption. After the stock has been outstanding for six months, it is convertible into common stock of the Company at
a 29% discount to the market value of the common stock. The Series G convertible preferred stock is included in mezzanine equity on the
condensed consolidated balance sheet, because it is convertible at the stated value into a variable number of shares. The $37,800 difference
between the stated value of the stock and the proceeds received has been recognized as a deemed dividend to the preferred shareholders.
During the three months ended October 31, 2021, the Company accrued dividends of $5,822.
Conversions to common stock
During the nine months ended October 31, 2021, the holders of our Series
G preferred stock elected to preferred shares and accumulated dividends into shares of common stock as detailed below:
|
Date
|
|
Preferred
Shares
Converted
|
|
Amount
Converted
|
|
Number of
Shares Issued
|
|
March 4, 2021
|
|
|
48,200
|
|
$
|
49,646
|
|
15,190,303
|
|
April 19, 2021
|
|
|
37,000
|
|
|
38,480
|
|
10,994,286
|
|
July 26, 2021
|
|
|
20,000
|
|
|
20,800
|
|
10,974,368
|
|
July 27, 2021
|
|
|
25,000
|
|
|
26,000
|
|
15,294,118
|
|
July 28, 2021
|
|
|
26,100
|
|
|
27,144
|
|
18,096,000
|
|
August 17, 2021
|
|
|
35,000
|
|
|
36,400
|
|
24,266,667
|
|
August 17, 2021
|
|
|
52,900
|
|
|
55,016
|
|
36,677,333
|
|
September20, 2021
|
|
|
38,500
|
|
|
40,040
|
|
26,693,333
|
|
September20, 2021
|
|
|
38,200
|
|
|
39,728
|
|
26,485,333
|
|
Total
|
|
|
320,900
|
|
$
|
333,254
|
|
184,644,741
|
During nine months ended October 31, 2020, the holders of our convertible
notes elected to convert principal and interest into shares of common stock as detailed below:
|
Date
|
|
Amount
Converted
|
|
Number of
Shares Issued
|
|
March 3, 2020
|
|
$
|
9,500
|
|
30,645,161
|
|
March 20, 2020
|
|
|
5,800
|
|
32,222,222
|
|
April 1, 2020
|
|
|
3,800
|
|
31,666,667
|
|
April 3, 2020
|
|
|
3,800
|
|
31,666,667
|
|
April 13, 2020
|
|
|
3,800
|
|
31,666,667
|
|
April 16, 2020
|
|
|
4,400
|
|
36,666,667
|
|
April 20, 2020
|
|
|
4,800
|
|
40,000,000
|
|
April 24, 2020
|
|
|
4,800
|
|
40,000,000
|
|
April 27, 2020
|
|
|
4,800
|
|
40,000,000
|
|
May 7, 2020
|
|
|
4,800
|
|
40,000,000
|
|
May 11, 2020
|
|
|
4,820
|
|
40,166,667
|
|
May 13, 2020
|
|
|
4,800
|
|
40,000,000
|
|
May 18, 2020
|
|
|
6,200
|
|
51,666,667
|
|
May 20,2020
|
|
|
6,200
|
|
51,666,667
|
|
May 21, 2020
|
|
|
6,200
|
|
51,666,667
|
|
May 26, 2020
|
|
|
6,200
|
|
51,666,667
|
|
May 26, 2020
|
|
|
6,200
|
|
51,666,667
|
|
May 27, 2020
|
|
|
6,200
|
|
51,666,667
|
|
May 27, 2020
|
|
|
2,720
|
|
22,666,667
|
|
Total
|
|
$
|
99,840
|
|
767,367,387
|
No gain or loss was recognized on the above conversions as they occurred
within the terms of the agreement which provided for conversion.
- 13 -
Note 10. Subsequent Events
Subsequent to October 31, 2021, the Company issued 33,200 shares of Series
G convertible preferred stock and received cash proceeds of $28,750, with the same terms as previous Series G issuances.
Subsequent to October 31, 2021, the Company issued a total of 37,463,636
shares of common stock pursuant to the conversion of 39,000 shares of Series G Preferred stock and accrued dividends.
- 14 -
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and plan
of operations should be read in conjunction with our financial statements and related notes appearing elsewhere herein. This discussion
and analysis contains forward-looking statements including information about possible or assumed results of our financial conditions,
operations, plans, objectives, and performance that involve risk, uncertainties, and assumptions. The actual results may differ materially
from those anticipated in such forward-looking statements. For example, when we indicate that we expect to increase our product sales
and potentially establish additional license relationships, these are forward-looking statements. The words expect, anticipate, estimate
or similar expressions are also used to indicate forward-looking statements.
Background of our Company
Neutra Corp. was incorporated in Florida on January 11, 2011. On October
5, 2015, we reincorporated from Florida to Nevada. On August 16, 2019, we reincorporated from Nevada to Wyoming. The reincorporation was
approved by our board of directors and by the holders of a majority of the voting rights for our common stock. There was no change in
share ownership as a result of the reincorporation. Our authorized shares in the Wyoming corporation are unlimited shares of common stock
and 20,000,000 shares of preferred stock.
We have established a fiscal year end of January 31.
As the global cannabis market grows exponentially, it is constantly in
need of better technologies and products to be more efficient in how it grows, what it grows and how it consumes cannabis and its related
products. From lighting to dosage devices, from pesticide replacements to plant enhancers, Neutra Corp. is constantly combing the industry
for the latest and greatest to test, prove and bring to market.
We have generated limited revenues to date and our activities have been
primarily limited to developing our business plan and research and development of products. We will not have the necessary capital to
fully develop or execute 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. We need to raise additional funds in order to implement our business plan. Our current cash on hand
is insufficient to commercialize our products or fully develop our business strategy. If we are unable to raise adequate additional funds
or if those funds are not available on terms that are acceptable to us, we will not be able to execute our business plan and we may cease
operations.
Plan of Operations
We believe we do not have adequate funds to fully execute our business
plan for the next twelve months unless we obtain additional funding. However, should we not raise this capital, we will allocate our funding
to first assure that all State, Federal and SEC requirements are met.
As of October 31, 2021, we had cash on hand of $29,058.
We intend to pursue capital through public or private financing, as well
as borrowing and other sources in order to finance our business activities. We cannot guarantee that additional funding will be available
on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.
Critical Accounting Policies
We prepare our consolidated financial statements in conformity with GAAP,
which requires management to make certain estimates 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 condensed consolidated financial statements
are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed consolidated
financial statements.
While we believe that the historical experience, current trends and other
factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results
could differ from our estimates and such differences could be material.
For a full description of our critical accounting policies, please refer
to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report
for the year ended January 31, 2021 on Form 10-K.
- 15 -
Results of Operations
Three months ended October 31, 2021 compared to the three months ended
October 31, 2020.
Revenue and Cost of Goods Sold
During the three months ended October 31, 2021, we recognized revenue of
$26,271 and cost of goods sold of $24,622 related to the sales of CBD products which began in the second half of the prior fiscal year.
During the three months ended October 31, 2020, we recognized revenue of $726.
Depreciation
We recognized depreciation of $19,726 for the three months ended October
31, 2021 compared to $10,675 for the three months ended October 31, 2020, related to new equipment which was placed in service during
the current fiscal year.
General and Administrative Expenses
We recognized general and administrative expenses of $152,400 and $84,270
for the three months ended October 31, 2021 and 2020, respectively. The increase is primarily related to the increase in expenses from
higher company activity as a result of beginning to manufacture and sell products.
Interest Expense
Interest expense was from $15,105 for the three months ended October 31,
2021 and 2020 from outstanding convertible notes payable.
Gain on Settlement of liabilities
Gain on settlement of liabilities was $11,262 for the three months ended
October 31, 2021, due to the gain on forgiveness of PPP debt.
Net Loss
We incurred a net loss of $178,954 for three months ended October 31, 2021
as compared to $109,324 for the comparable period of 2020.
Nine months ended October 31, 2021 compared to the nine months ended
October 31, 2020.
Revenue and Cost of Goods Sold
During the nine months ended October 31, 2021, we recognized revenue of
$53,631 and cost of goods sold of $51,214 related to the sales of CBD products which began in the second half of the prior fiscal year.
During the nine months ended October 31, 2020, we recognized revenue of $7,467 and cost of goods sold of $1,912 related to the sales of
CBD products which began in the second half of the prior fiscal year.
Depreciation
We recognized depreciation of $58,058 and $17,363 for the nine months ended
October 31, 2021 and 2020, respectively related to equipment which was primarily placed in service during the current fiscal year.
General and Administrative Expenses
We recognized general and administrative expenses of $353,402 and $217,786
for the nine months ended October 31, 2021 and 2020, respectively. The increase is primarily related to the increase in expenses from
higher company activity as a result of beginning to manufacture and sell products. We also recognized commissions expense of $13,871 and
$0 during the nine months ended October 31, 2021 and 2020, respectively.
- 16 -
Interest Expense
Interest expense decreased from $123,827 for the nine months ended October
31, 2020 to $45,501 for the nine months ended October 31, 2021. During the nine months ended October 31, 2021, we amortized $0 of the
discount on our convertible notes, compared to $72,621 for the comparable period of 2020. The remaining decrease is due to lower levels
of outstanding debt.
Gain on Settlement of liabilities
Gain on settlement of liabilities was $11,262 for the nine months ended
October 31, 2021, due to the gain on forgiveness of PPP debt, compared to $61,421 during the nine months ended October 31, 2020 related
to settlement on previously outstanding convertible notes payable.
Net Loss
We incurred a net loss of $457,153 for nine months ended October 31, 2021
as compared to $292,000 for the comparable period of 2020.
Liquidity and Capital Resources
At October 31, 2021, we had cash on hand of $29,058. We have negative working
capital of $1,018,667. Net cash used in operating activities for the nine months ended October 31, 2021 was $352,613. Cash on hand is
adequate to fund our operations for less than six months. 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 us. We have no material commitments for
capital expenditures as of October 31, 2021.
Additional Financing
Additional financing is required to continue operations. Although actively
searching for available capital, we do not have any current arrangements for additional outside sources of financing and cannot provide
any assurance that such financing will be available.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is material to investors.