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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

 

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

 

For the quarterly period ended April 30, 2022

 

or

 

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

 

For the transition period from _________ to _________

 

Commission File Number: 0-55077

 

NEUTRA CORP.

(Exact name of registrant as specified in its charter)

 

Wyoming   27-4505461
(State or other jurisdiction of Incorporation or organization)   (I.R.S. Employer Identification Number)
     
54 Sugar Creek Center Blvd., Suite 200
Sugar Land, Texas
  77478
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: 702-793-4121

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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.

[X] Yes  [_] No

 

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

[X] Yes  [_] No

 

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

 

  Large accelerated filer [_] Accelerated filer [_]
  Non-accelerated filer [X] Smaller reporting company [X]
    Emerging growth company [_]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   [_]

 

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

[_] Yes  [X] No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of June 16, 2022, 2,265,473,727 shares of common stock are issued and outstanding.

 


 

TABLE OF CONTENTS

 

PART IFINANCIAL INFORMATION 4
   
Item 1. Financial Statements 4
   
Consolidated Balance Sheets (unaudited) 4
   
Consolidated Statements of Operations (unaudited) 5
   
Consolidated Statements of Stockholders’ Deficit (unaudited) 6
   
Consolidated Statement of Changes in Mezzanine Equity(unaudited) 7
   
Consolidated Statements of Cash Flows (unaudited) 8
   
Notes to the Unaudited Consolidated Financial Statements 9
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15
   
Item 3. Quantitative and Qualitative Disclosures about Market Risk 16
   
Item 4. Controls and Procedures 17
   
PART IIOTHER INFORMATION 17
   
Item 1. Legal Proceedings 17
   
Item 1A. Risk Factors 17
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
   
Item 3. Defaults upon Senior Securities 18
   
Item 4. Mine Safety Disclosures 18
   
Item 5. Other Information 18
   
Item 6. Exhibits 18
   
Signatures 19

 

- 2 -


 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2021. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

 

OTHER PERTINENT INFORMATION

 

When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to Neutra Corp., a Wyoming corporation.

 

- 3 -


 

PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

NEUTRA CORP.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

    April 30,   January 31,  
    2022   2022  
               
CURRENT ASSETS              
Cash and cash equivalents   $ 15,188   $ 1,056  
Deposits     1,610     1,610  
Inventory     21,991      
Total current assets     38,789     2,666  
               
Property and equipment, net     108,540     128,266  
               
TOTAL ASSETS   $ 147,329   $ 130,932  
               
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT              
Current Liabilities              
Accounts payable and accrued expenses   $ 496,662   $ 526,638  
Accounts payable to related party     163,089     131,755  
Advances payable     3,450     3,450  
Advances payable to related party     2,314     2,314  
Dividends payable on Series G preferred stock     1,533     7,816  
Convertible notes payable, in default     239,711     239,711  
Notes payable, related party, current portion     48,845      
Accrued interest payable     257,715     242,280  
Total current liabilities     1,213,319     1,153,964  
               
Notes payable, related party, net of current portion     7,955      
               
TOTAL LIABILITIES     1,221,274     1,153,964  
               
COMMITMENTS AND CONTINGENCIES              
               
MEZZANINE EQUITY              
Series G preferred stock; $1.00 stated value, 32,200 shares and 250,000 shares issued and outstanding at April 30, 2022 and January 31, 2022, respectively     32,200     250,000  
               
STOCKHOLDERS' DEFICIT              
Common stock, $0.001 par value; unlimited shares authorized; 2,207695,949, and 1,782,073,799 shares issued and outstanding at April 30, 2022 and January 31, 2022, respectively     2,207,696     1,782,074  
Preferred stock, $0.001 par value; 20,000,000 shares authorized:              
Series A convertible preferred stock; 50,000 shares issued and outstanding at April 30, 2022 and January 31, 2022     50     50  
Series B convertible preferred stock; 10,000 and 0 shares issued and outstanding at April 30, 2022 and January 31, 2022     10     10  
Series C convertible preferred stock; 40,000 and 0 shares issued and outstanding at April 30, 2022 and January 31, 2022     40     40  
Series E preferred stock, 1,000,000 shares issued and outstanding at April 30, 2022 and January 31, 2022     1,000     1,000  
Series F preferred stock, $0.001 par value; 1,000,000 shares issued and outstanding at April 30, 2022 and January 31, 2022     1,000     1,000  
Additional paid-in capital     7,625,872     7,824,982  
Preferred stock subscribed but not issued     50,000      
Accumulated deficit     (10,991,813 )   (10,882,188 )
               
TOTAL STOCKHOLDERS' DEFICIT     (1,106,145 )   (1,273,032 )
               
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT   $ 147,329   $ 130,932  

 

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

 

- 4 -


 

NEUTRA CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

               
    Three Months Ended  
    April 30,  
    2022   2021  
               
REVENUE   $ 9,662   $ 11,553  
Cost of goods sold     4,538     10,261  
               
Gross margin     5,124     1,292  
               
OPERATING EXPENSES              
Depreciation     19,726     18,212  
Sales commissions     1,359     2,914  
General and administrative expenses     75,501     102,869  
Total operating expenses     96,586     123,995  
               
LOSS FROM OPERATIONS     (91,462 )   (122,703 )
               
OTHER INCOME (EXPENSE)              
Interest expense     (15,734 )   (14,613 )
Total other income (expense)     (15,734 )   (14,613 )
               
Net loss   $ (107,196 ) $ (137,316 )
               
Dividends on Series G convertible preferred stock     (2,429 )   (28,860 )
               
Net loss available to common shareholders   $ (109,625 ) $ (166,176 )
               
Net loss per common share   $ (0.00 ) $ (0.00 )
               
Weighted average shares outstanding - basic and diluted     1,824,868,256     1,503,852,887  

 

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

 

- 5 -


 

NEUTRA CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

                                                                                       
        Series A                           Stock      
        Convertible   Series B   Series C   Series E   Series F   Additional       subscribed   Total  
    Common stock   Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock   paid-in   Accumulated   but not   Equity  
    Shares   Par   Shares   Par   Shares   Par   Shares   Par   Shares   Par   Shares   Par   capital   Deficit   issued   (Deficit)  
                                                                                       
Balance, January 31, 2021   1,492,765,422   $ 1,492,765   50,000   $ 50     $     $   1,000,000   $ 1,000   1,000,000   $ 1,000   $ 7,427,709   $ (10,140,000 ) $ 250,000   $ (967,476 )
Common stock issued for preferred stock conversions   26,184,589     26,185                                   61,941             88,126  
Dividends on Series G preferred stock                                             (4,260 )       (4,260 )
Deemed dividend on Series G convertible preferred stock                                             (24,600 )       (24,600 )
Net loss                                             (137,316 )       (137,316 )
Balance, April 30, 2021   1,518,950,011   $ 1,518,950   50,000   $ 50     $     $   1,000,000   $ 1,000   1,000,000   $ 1,000   $ 7,489,650   $ (10,306,176 ) $ 250,000   $ (1,045,526 )
                                                                                       
                                                                                       
Balance, January 31, 2022   1,782,073,799   $ 1,782,074   50,000   $ 50   10,000   $ 10   40,000   $ 40   1,000,000   $ 1,000   1,000,000   $ 1,000   $ 7,824,982   $ (10,882,188 ) $   $ (1,273,032 )
Common stock issued for preferred stock conversions   425,622,150     425,622                                   (199,110 )           226,512  
Preferred stock subscribed but not issued                                                 50,000     50,000  
Dividends on Series G preferred stock                                             (2,429 )       (2,429 )
Net loss                                             (107,196 )       (107,196 )
Balance, April 30, 2022   2,207,695,949   $ 2,207,696   50,000   $ 50   10,000   $ 10   40,000   $ 40   1,000,000   $ 1,000   1,000,000   $ 1,000   $ 7,625,872   $ (10,991,813 ) $ 50,000   $ (1,106,145 )

 

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

 

- 6 -


 

NEUTRA CORP.

CONSOLIDATED STATEMENT OF CHANGE IN MEZZANINE EQUITY

(UNAUDITED)

 

             
  Series G Preferred Stock  
  Shares   Amount  
         
Balance, January 31, 2022   250,000   $ 250,000  
             
Series G preferred stock converted to common stock   (217,800 )   (217,800 )
             
Balance, April 30, 2022   32,200   $ 32,200  

 

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

 

- 7 -


 

NEUTRA CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

               
    Three Months Ended  
    April 30,  
    2022   2021  
               
CASH FLOW FROM OPERATING ACTIVITIES:              
Net loss   $ (107,196 ) $ (137,316 )
Adjustments to reconcile net loss to net cash provided by (used in) in operating activities:              
Depreciation     19,726     18,212  
Changes in operating assets and liabilities              
Accounts receivable         (165 )
Inventory     (21,991 )    
Accounts payable and accrued liabilities     (29,976 )   2,914  
Accounts payable to related party     31,334      
Accrued interest payable     15,435     14,612  
NET CASH USED IN OPERATING ACTIVITIES     (92,668 )   (101,743 )
               
CASH FLOWS FROM INVESTING ACTIVITIES              
Purchase of fixed assets         (40,226 )
NET CASH USED IN INVESTING ACTIVITIES         (40,226 )
               
CASH FLOWS FROM FINANCING ACTIVITIES              
Repayments of advance from related party         (13,922 )
Stock subscriptions received     50,000      
Proceeds from sale of Series G convertible preferred stock         140,000  
Proceeds from issuance of note payable     60,000     11,262  
Repayments of notes payable     (3,200 )    
NET CASH PROVIDED BY FINANCING ACTIVITIES     106,800     137,340  
               
NET CHANGE IN CASH AND CASH EQUIVALENTS     14,132     (4,629 )
               
Cash and cash equivalents at beginning of period     1,056     23,308  
               
Cash and cash equivalents at end of period   $ 15,188   $ 18,679  
               
Cash paid during the period for:              
Interest   $ 300   $  
Taxes   $   $  
               
Noncash investing and financing transactions:              
Conversion of mezzanine equity   $ 217,800   $ 85,200  
Deemed dividend on mezzanine equity   $   $ 24,600  

 

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

 

- 8 -


 

NEUTRA CORP.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2022

 

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 three months ended April 30, 2022, the Company had a net loss of $107,196 and did not have positive cash flow from operations. As of April 30, 2022, the Company has negative working capital of $1,174,530.

 

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 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 consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended January 31, 2022 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 three month period ended April 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2023.

 

Basis of Presentation

 

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

 

Consolidated Financial Statements

 

The 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.

 

Inventory

 

Inventories are stated at the lower of cost or net realizable value, using the average cost method. The Company reviews its inventory for obsolescence and any inventory identified as obsolete is reserved or written off. The Company’s determination of obsolescence is based on assumptions about the demand for its products, product expiration dates, estimated future sales, and management’s future plans. The Company’s inventory as of March 31, 2022 consisted of raw materials and packaging supplies related to its products.

 

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 three months ended April 30, 2022 and 2021, the Company recognized depreciation expense of $19,726 and $18,212, respectively.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model:

 

Identification of the contract with a customer
   
Identification of the performance obligations in the contract
   
Determination of the transaction price
   
Allocation of the transaction price to the performance obligations in the contract
   
Recognition of revenue when, or as, the Company satisfies a performance obligation

 

- 10 -


 

Product sales are recognized all of the following criteria are satisfied: (i) a contract with an end user exists which has commercial substance; (ii) it is probable the Company will collect the amount charged to the end user; and (iii) the Company has completed its performance obligation whereby the end user has obtained control of the product. A contract with commercial substance exists once the Company receives and accepts a purchase order or once it enters into a contract with an end user. If collectability is not probable, the sale is deferred and not recognized until collection is probable or payment is received. Control of products typically transfers when title and risk of ownership of the product has transferred to the customer. Payment is received before shipment of the product. Net revenues comprise gross revenues less customer discounts and allowances, actual and expected returns. Shipping charges billed to customers are included in net sales. Various taxes on the sale of products to customers are collected by the Company as an agent and remitted to the respective taxing authority. These taxes are presented on a net basis and recorded as a liability until remitted to the respective taxing authority. The Company allows for customers to return unopened products within 10 days in certain limited circumstances. There have been no refunds processed for returned product.

 

Contract Costs

 

Costs incurred to obtain a customer contract are not material to the Company. The Company elected to apply the practical expedient to not capitalize contract costs to obtain contracts with a duration of one year or less, which are expensed and included within cost of goods and services.

 

Cost of Sales

 

Cost of sales includes all of the costs to purchase and assemble the Company’s products. Products are manufactured for the Company by third-party contractors, such costs represent the amounts invoiced by the contractors. Additionally, shipping costs are included in Cost of Sales in the Statements of Operations.

 

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.

 

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 April 30, 2022 and January 31, 2022.

 

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.

 

Subsequent events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

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Recently Adopted Accounting Pronouncements

 

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

 

 

Note 4. Deposits

 

Deposits represent cash on deposit with the Company’s attorney. As of April 30, 2022 and January 31, 2022, the Company had amounts on deposit with its attorney in the amount of $1,610.

 

Note 5. Property and equipment, net

 

Property and equipment consist of the following:

 

    April 30, 2022   January 31, 2022  
Equipment   $ 236,717   $ 236,717  
Total property and equipment     236,717     236,717  
Less: accumulated depreciation     (128,177 )   (108,451 )
Property and equipment, net   $ 108,540   $ 128,266  

 

 

Note 6. Related Party Transactions

 

During the three months ended April 30, 2022 and 2021, we incurred salary expense of $25,000 to our CEO, Sydney Jim.. In addition, we incurred commission expense of $1,384 during the three months ended April 30, 2022 to Mr. Jim, and owed a total of $28,183 and $26,824 in accrued commissions as of April 30, 2022 and January 31, 2022, respectively.

 

As of April 30, 2022 and January 31, 2022, we owed Mr. Jim, or entities controlled by him, $163,089 and $131,755 which is recorded on the balance sheet in “Accounts Payable – Related Party”, respectively, and $2,314 in “Advances payable to related party.”

 

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.

 

On March 11, 2022, the Company entered into a loan agreement for $60,000 of proceeds with the holder of the Company’s Series A and B preferred stock. The loan is unsecured and bears interest at 6%. The Company will make monthly payments of $4,240 per month beginning in April 2022 through the maturity at June 18, 2023. As of April 30, 2022, the note principal balance was $56,800.

 

Note 7. Advances and Notes Payable

 

As of April 30, 2022 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.

 

On March 11, 2022, the Company entered into a loan agreement for $60,000 of proceeds with the holder of the Company’s Series A and B preferred stock. The loan is unsecured and bears interest at 6%. The Company will make monthly payments of $4,240 per month beginning in April 2022 through the maturity at June 18, 2023. As of April 30, 2022, the note principal balance was $56,800.

 

- 12 -


 

Note 8. Convertible Notes Payable

 

Convertible notes payable consists of the following as of April 30, 2022 and January 31, 2022:

 

    April 30, 2022   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   $ 159,976  
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   $   $  

 

 

Note 9. Shareholders’ Equity

 

Series A Preferred Stock. In January 2020, our board of directors designated 50,000 shares of our preferred stock as Series A Preferred Stock which rank subordinate to all shares of common stock and do not have voting rights. The Series A Preferred Stock has a stated value of $5 per share. The Series A Preferred Stock is entitled to receive dividends of 10% of the net profit of VIVIS Corporation. The holders of the Series A Preferred Stock have the option to convert each share into 800 shares of common stock of the Company. As of April 30, 20202 and January 31, 2022, there are 50,000 shares of Series A Preferred Stock outstanding.

 

Series B Preferred Stock. In July 2020, our board of directors designated 10,000 shares of our preferred stock as Series B Preferred Stock which rank subordinate to all shares of common stock and do not have voting rights. The Series B Preferred Stock has a stated value of $5 per share. The Series B Preferred Stock is entitled to receive dividends of 0.4% of the net profit of VIVIS Corporation. Holders of the Series B Preferred Stock have the option to convert each share into 800 shares of common stock. During the year ended January 31, 2021, the Company subscribed 10,000 shares of Series B Preferred Stock for cash proceeds of $50,000. The shares were issued during the year ended January 31, 2022.

 

Series C Preferred Stock. In November 2020, our board of directors designated 40,000 shares of our preferred stock as Series C Preferred Stock which rank subordinate to all shares of common stock and do not have voting rights. The Series C Preferred Stock has a stated value of $5 per share. The Series C Preferred Stock is entitled to receive dividends of 10% of the net profit of VIVIS Corporation. After the Series C Preferred Stock has received cumulative dividends of $500,000, the dividend rate will reduce to 1%. Holders of the Series C Preferred Stock have the option to convert each share into 38 shares of common stock. During the year ended January 31, 2021, the Company subscribed 40,000 shares of Series B Preferred Stock for cash proceeds of $200,000. The shares were issued during the year ended January 31, 2022.

 

Series E preferred stock issued for services

 

On November 13, 2015, our board of directors designated 1,000,000 shares of our preferred stock as Series E Preferred Stock. The Series E Preferred Stock is subordinated to our common stock. It does not receive dividends and does not participate in equity distributions. The Series E Preferred stock has 2 votes for each outstanding share of common stock in the company. As of April 30, 20202 and January 31, 2022, there are 1,000,000 shares Series E Preferred Stock outstanding. Dividends, when, as and if declared by the Board of Directors, shall be paid out of funds at the time legally available for such purposes.

 

Series F preferred stock issued for services

 

The Series F Preferred Stock is subordinated to our common stock and superior to all shares of Preferred Stock. It does not receive dividends and does not participate in equity distributions. The Series F Preferred stock retains 2/3 of the voting rights in the company. During the year ended January 31, 2021, the Company issued 1,000,000 shares of Series F Preferred Stock to Sydney Jim, our CEO, in exchange for services. As of the date of this report, there are 1,000,000 shares Series E Preferred Stock outstanding.

 

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Series G convertible preferred stock

 

Fiscal Year Ended January 31, 2022

 

During the year ended January 31, 2022, the Company issued 514,000 shares of Series G convertible preferred stock and received cash proceeds of $426,250. 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 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, 2022, the Company accrued dividends of $2,429, and the holder of the Series G convertible preferred stock converted 217,800 shares and accrued dividends of $8,712 into 425,622,150 shares of common stock. During the three months ended April 30, 2021, the Company accrued dividends of $4,260, and the holder of the Series G convertible preferred stock converted 85,200 shares and accrued dividends of $2,926 into 26,184,589 shares of common stock.

 

Preferred Stock Subscription

 

On February 23, 2022, the Company sold 10,000 shares of preferred stock not yet designated for cash proceeds of $50,000.

 

Note 10. Subsequent Events

 

Subsequent to April 30, 2022, the holder of the Series G Convertible preferred stock converted a total of 20,000 shares of Series G into a total of 57,777,778 shares of common stock.

 

- 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 April 30, 2022, we had cash on hand of $15,188.

 

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 consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our consolidated financial statements.

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our 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, 2022 on Form 10-K.

 

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Results of Operations

 

Three months ended April 30, 2022 compared to the three months ended April 30, 2021

 

Revenue and Cost of Goods Sold

 

During the three months ended April 30, 2022 and 2021, we recognized revenue of $9,662 and cost of goods sold of $4,538 related to the sales of CBD products. During the three months ended April 30, 2021, we recognized revenue of $11,553 and cost of goods sold of $10,261.

 

Depreciation

 

We recognized depreciation of $19,726 for the three months ended April 30, 2022 compared to $18,212 for the three months ended April 30, 2021, related to new equipment which was placed in service during the prior fiscal year.

 

General and Administrative Expenses

 

We recognized general and administrative expenses of $75,501 and $102,869 for the three months ended April 30,2022 and 2021, respectively. The decrease is primarily related to the decrease in consulting fees and marketing expense.

 

Interest Expense

 

Interest expense was $15,434 and $14,613 for the three months ended April 30, 2022 and 2021, respectively, from outstanding convertible notes payable.

 

Net Loss

 

We incurred a net loss of $107,196 for three months ended April 30, 2022 as compared to $137,316 for the comparable period of 2021.

 

Liquidity and Capital Resources

 

At April 30, 2022, we had cash on hand of $15,188. We have negative working capital of $1,174,530. Net cash used in operating activities for the three months ended April 30, 2022 was $92,668. 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 April 30, 2022.

 

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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

This item is not applicable to smaller reporting companies.

 

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ITEM 4. CONTROLS AND PROCEDURES

 

Management’s Report on Internal Control over Financial Reporting

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2021. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of July 31, 2021, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

1. As of April 30, 2022, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
   
2. As of April 30, 2022, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.
   
3. As of April 30, 2022, we did not maintain effective controls over transactions with related parties. Specifically, controls were not designed and in place to ensure that all transactions with related parties were captured and tracked in our financial statements. The Company has no formal process related to the identification and approval of related party transactions. Management has determined that this control deficiency constitutes a material weakness.

 

Our management, including our principal executive officer and principal financial officer, who is the same person, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

 

Change in Internal Controls Over Financial Reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 1A. RISK FACTORS

 

This item is not applicable to smaller reporting companies.

 

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the three months ended April 30, 2022, the holders of our Series G preferred stock elected to convert preferred shares into shares of common stock as detailed below:

 

Date   Preferred
Shares
Converted
  Number of
Shares Issued
February 3, 2022     30,000   43,943,662
February 10, 2022     29,600   48,100,000
February 22, 2022     49,000   79,625,000
March 18, 2022     40,200   97,227,907
March 22, 2022     20,000   48,372,093
April 25, 2022     30,000   62,400,000
April 26, 2022     19,000   45,953,488
Total     217,800   425,622,150

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

We have not defaulted upon senior securities.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

This item is not applicable to the Company.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit No. Description
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
14.1 Code of Ethics (1)
21 Subsidiaries of the Registrant (2)
31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and accounting officer. (2)
32.1 Section 1350 Certification of principal executive officer and principal financial accounting officer. (2)
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. (3)
101.SCH Inline XBRL Taxonomy Extension Schema Document (3)
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (3)
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (3)
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (3)
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (3)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (3)

__________

(1) Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on February 24, 2011.
(2) Filed or furnished herewith.
(3) In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

 

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SIGNATURES

 

Pursuant to the requirements 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.

 

  Neutra Corp.
   
   
Date: June 21, 2022 BY: /s/ Sydney Jim
  Sydney Jim
 

President, Secretary, Treasurer, Principal Executive Officer,

Principal Financial and Accounting Officer, and Sole Director

 

- 19 -


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