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 October 31, 2022April 30, 2023

 

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 December 13, 2022,June 21, 2023, 2,300,718,1712,917,899,124 shares of common stock are issued and outstanding.

 

 

TABLE OF CONTENTS

 

PART I — FINANCIAL INFORMATION4
  
Item 1. Financial Statements4
  
Consolidated Balance Sheets (unaudited)4
  
Consolidated Statements of Operations (unaudited)5
  
Consolidated Statements of Stockholders’ Deficit (unaudited)6-76
  
Consolidated Statement of Changes in Mezzanine Equity(unaudited)87
  
Consolidated Statements of Cash Flows (unaudited)98
  
Notes to the Unaudited Consolidated Financial Statements109
  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations1614
  
Item 3. Quantitative and Qualitative Disclosures about Market Risk1816
  
Item 4. Controls and Procedures1816
  
PART II — OTHER INFORMATION19
  
Item 1. Legal Proceedings1917
  
Item 1A. Risk Factors1917
  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds1917
  
Item 3. Defaults upon Senior Securities1917
  
Item 4. Mine Safety Disclosures1917
  
Item 5. Other Information1917
  
Item 6. Exhibits1917
  
Signatures2018

 

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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, 2022.2023. 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.

 

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PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

NEUTRA CORP.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

      
 October 31, January 31,  April 30, January 31, 
 2022 2022  2023 2023 
 (UNAUDITED) (AUDITED)  (UNAUDITED) (AUDITED) 
           
CURRENT ASSETS          
Cash and cash equivalents $456 $1,056  $3,138 $1,969 
Deposits 1,610 1,610 
Inventory  26,810  —   21,332  23,846 
Total current assets 28,876 2,666  24,470 25,815 
          
Property and equipment, net 69,087 128,266  29,634 49,360 
              
TOTAL ASSETS $97,963 $130,932  $54,104 $75,175 
          
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT          
Current Liabilities          
Accounts payable and accrued expenses $503,367 $526,638  $513,016 $516,890 
Accounts payable to related party 208,087 131,755  278,340 233,087 
Advances payable 3,450 3,450  3,450 3,450 
Advances payable to related party 2,314 2,314  12,314 2,314 
Dividends payable on Series G preferred stock 1,922 7,816  — 2,062 
Convertible notes payable, in default 239,711 239,711 
Accrued interest payable  288,508  242,280   2,035  1,836 
Total current liabilities  1,247,359  1,153,964   809,155  759,639 
          
Notes payable, related party 54,156 —  54,156 54,156 
          
TOTAL LIABILITIES  1,301,515  1,153,964   863,311  813,795 
          
COMMITMENTS AND CONTINGENCIES          
          
MEZZANINE EQUITY          
Series G preferred stock; $1.00 stated value, 60,200 shares and 250,000 shares issued and outstanding at October 31, 2022 and January 31, 2022, respectively 60,200 250,000 
Series G preferred stock; $1.00 stated value, 0 shares and 35,200 shares issued and outstanding at April 30, 2023 and January 31, 2023, respectively — 35,200 
          
STOCKHOLDERS' DEFICIT          
Common stock, $0.001 par value; unlimited shares authorized; 2,300,718,171 and 1,782,073,799 shares issued and outstanding at October 31, 2022 and January 31, 2022, respectively 2,300,718 1,782,074 
Common stock, $0.001 par value; unlimited shares authorized; 2,917,899,124 and 2,743,575,314 shares issued and outstanding at April 30, 2023 and January 31, 2023, respectively 2,917,899 2,743,575 
Preferred stock, $0.001 par value; 20,000,000 shares authorized:          
Series A convertible preferred stock; 50,000 shares issued and outstanding at October 31, 2022 and January 31, 2022 50 50 
Series B convertible preferred stock; 10,000 and 0 shares issued and outstanding at October 31, 2022 and January 31, 2022 10 10 
Series C convertible preferred stock; 40,000 and 0 shares issued and outstanding at October 31, 2022 and January 31, 2022 40 40 
Series E preferred stock, 1,000,000 shares issued and outstanding at October 31, 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 October 31, 2022 and January 31, 2022 1,000 1,000 
Series A convertible preferred stock; 50,000 shares issued and outstanding at April 30, 2023 and January 31, 2023 50 50 
Series B convertible preferred stock; 10,000 and 0 shares issued and outstanding at April 30, 2023 and January 31, 2023 10 10 
Series C convertible preferred stock; 40,000 shares issued and outstanding at April 30, 2023 and January 31, 2023 40 40 
Series E preferred stock, 1,000,000 shares issued and outstanding at April 30, 2023 and January 31, 2023 1,000 1,000 
Series F preferred stock, $0.001 par value; 1,000,000 shares issued and outstanding at April 30, 2023 and January 31, 2023 1,000 1,000 
Additional paid-in capital 7,566,337 7,824,982  7,751,840 7,889,555 
Preferred stock subscribed but not issued 50,000 —  50,000 50,000 
Accumulated deficit  (11,182,907) (10,882,188)  (11,531,046) (11,459,050)
          
TOTAL STOCKHOLDERS' DEFICIT  (1,263,752) (1,273,032)  (809,207) (773,820)
          
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT $97,963 $130,932  $54,104 $75,175 

 

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

 

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NEUTRA CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

                   
 Three Months Ended Nine Months Ended  Three Months Ended 
 October 31, October 31,  April 30, 
 2022 2021 2022 2021  2023 2022 
              
REVENUE $23,383 $26,271 $62,077 $53,631  $5,842 $9,662 
Cost of goods sold  12,708  24,622  29,725  51,214   3,038  4,538 
              
Gross margin  10,675  1,649  32,352  2,417   2,804  5,124 
              
OPERATING EXPENSES              
Depreciation 19,726 19,726 59,179 58,058  19,726 19,726 
Sales commissions 10,584 4,634 26,101 13,871  3,505 1,359 
General and administrative expenses  46,439  152,400  186,958  353,402   50,781  75,501 
Total operating expenses  76,749  176,760  272,238  425,331   74,012  96,586 
              
LOSS FROM OPERATIONS  (66,074) (175,111) (239,886) (422,914)  (71,208) (91,462)
              
OTHER INCOME (EXPENSE)              
Gain on forgiveness of debt — 11,262 — 11,262 
Interest expense  (15,718) (15,105) (46,528) (45,501)  (199) (15,734)
Total other income (expense)  (15,718) (3,843) (46,528) (34,239)  (199) (15,734)
              
Net loss $(81,792)$(178,954)$(286,414)$(457,153)
Net loss before income taxes (71,407) (107,196)
Provision for income taxes  (589) — 
NET LOSS $(71,996)$(107,196)
              
Dividends on Series G convertible preferred stock (573) (5,822) (4,105) (15,949) — (2,429)
Deemed dividend on Series G convertible preferred stock  —  (37,800) (10,200) (80,550)
              
Net loss available to common shareholders $(82,365)$(222,576)$(300,719)$(553,652) $(71,996)$(109,625)
              
Net loss per common share $(0.00)$(0.00)$(0.00)$(0.00) $(0.00)$(0.00)
               
Weighted average shares outstanding - basic and diluted  2,300,718,171  1,637,475,687  2,187,836,449  1,554,322,653 
Weighted average shares outstanding – basic and diluted 2,910,381,521  1,824,868,256 

 

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

 

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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)
Common stock issued for preferred stock conversions 44,337,786  44,336 —  — —  — —  — —  — —  —  29,607  —  —  73,943 
Dividends on Series G preferred stock —  — —  — —  — —  — —  — —  —  —  (5,867) —  (5,867)
Deemed dividend on Series G convertible preferred stock —  — —  — —  — —  — —  — —  —  —  (18,150) —  (18,150)
Net loss —  — —  — —  — —  — —  — —  —  —  (140,883) —  (140,883)
Balance, July 31, 2021 1,563,287,497 $1,563,286 50,000 $50 — $— — $— 1,000,000 $1,000 1,000,000 $1,000 $7,519,257 $(10,471,076)$250,000 $(1,136,483)
Common stock issued for preferred stock conversions 114,122,666  114,123 —  — —  — —  — —  — —  —  57,062  —  —  171,185 
Dividends on Series G preferred stock —  — —  — —  — —  — —  — —  —  —  (5,822) —  (5,822)
Deemed dividend on Series G convertible preferred stock —  — —  — —  — —  — —  — —  —  —  (37,800) —  (37,800)
Net loss —  — —  — —  — —  — —  — —  —  —  (178,954) —  (178,954)
Balance, October 31, 2021 1,677,410,163 $1,677,409 50,000 $50 — $— — $— 1,000,000 $1,000 1,000,000 $1,000 $7,576,319 $(10,693,652)$250,000 $(1,187,874)

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   Series A             Stock      Series A             Stock   
   Convertible Series B Series C Series E Series F Additional   subscribed Total    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  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)  Shares Par Shares Par Shares Par Shares Par Shares Par Shares Par capital Deficit issued (Deficit) 
                                                                  
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) 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  425,622,150  425,622 —  — —  — —  — —  — —  —  (199,110) —  —  226,512 
Preferred stock subscribed but not issued —  — —  — —  — —  — —  — —  —  —  —  50,000  50,000  —  — —  — —  — —  — —  — —  —  —  —  50,000  50,000 
Dividends on Series G preferred stock —  — —  — —  — —  — —  — —  —  —  (2,429) —  (2,429) —  — —  — —  — —  — —  — —  —  —  (2,429) —  (2,429)
Net loss —  — —  — —  — —  — —  — —  —  —  (107,196)    (107,196) —  — —  — —  — —  — —  — —  —  —  (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) 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)
                                           
                                           
                                           
Balance, January 31, 2023 2,743,575,314 $2,743,575 50,000 $50 10,000 $10 40,000 $40 1,000,000 $1,000 1,000,000 $1,000 $7,889,555 $(11,459,050)$50,000 $(773,820)
Common stock issued for preferred stock conversions 93,022,222  93,022 —  — —  — —  — —  — —  —  (59,535) —  —  33,487  174,323,810  174,324 —  — —  — —  — —  — —  —  (137,715) —  —  36,609 
Dividends on Series G preferred stock —  — —  — —  — —  — —  — —  —  —  (1,103) —  (1,103)
Deemed dividend on Series G convertible preferred stock —  — —  — —  — —  — —  — —  —  —  (10,200) —  (10,200)
Net loss —  — —  — —  — —  — —  — —  —  —  (97,426)    (97,426) —  — —  — —  — —  — —  — —  —  —  (71,996) —  (71,996)
Balance, July 31, 2022 2,300,718,171 $2,300,718 50,000 $50 10,000 $10 40,000 $40 1,000,000 $1,000 1,000,000 $1,000 $7,566,337 $(11,100,542)$50,000 $(1,181,387)
Dividends on Series G preferred stock —  — —  — —  — —  — —  — —  —  —  (573) —  (573)
Net loss —  — —  — —  — —  — —  — —  —  —  (81,792) —  (81,792)
Balance, October 31, 2022 2,300,718,171 $2,300,718 50,000 $50 10,000 $10 40,000 $40 1,000,000 $1,000 1,000,000 $1,000 $7,566,337 $(11,182,907)$50,000 $(1,263,752)
Balance, April 30, 2023 2,917,899,124 $2,917,899 50,000 $50 10,000 $10 40,000 $40 1,000,000 $1,000 1,000,000 $1,000 $7,751,840 $(11,531,046)$50,000 $(809,207)

 

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

 

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NEUTRA CORP.

CONSOLIDATED STATEMENT OF CHANGES IN MEZZANINE EQUITY

(UNAUDITED)

       
 Series G Preferred Stock 
 Shares Amount 
     
Balance, January 31, 2023 35,200 $35,200 
       
Series G preferred stock converted to common stock (35,200) (35,200)
       
Balance, April 30, 2023 — $— 

 

       
 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 
       
Series G preferred stock issued for cash 60,200  60,200 
       
Series G preferred stock converted to common stock (32,200) (32,200)
       
Balance, July 31, 2022 60,200 $60,200 
       
Series G preferred stock issued for cash -  -  
Series G preferred stock issued for cash (in shares) -   -  
Series G preferred stock converted to common stock -  -  
Series G preferred stock converted to common stock (in shares) -   -  
Balance, October 31, 2022 60,200 $60,200 

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

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NEUTRA CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

        
  Three Months Ended 
  April 30, 
  2023 2022 
        
CASH FLOW FROM OPERATING ACTIVITIES:       
Net loss $(71,996)$(107,196)
Adjustments to reconcile net loss to net cash used in operating activities:       
Depreciation  19,726  19,726 
Changes in operating assets and liabilities       
Inventory  2,514  (21,991)
Accounts payable and accrued liabilities  (24,780) (29,976)
Accounts payable to related party  65,506  31,334 
Accrued interest payable  199  15,435 
NET CASH USED IN OPERATING ACTIVITIES  (8,831) (92,668)
        
CASH FLOWS FROM FINANCING ACTIVITIES       
Stock subscriptions received  —  50,000 
Proceeds from advance from related party  10,000  — 
Proceeds from issuance of note payable  —  60,000 
Repayments on notes payable  —  (3,200)
NET CASH PROVIDED BY FINANCING ACTIVITIES  10,000  106,800 
        
NET CHANGE IN CASH AND CASH EQUIVALENTS  1,169  14,132 
        
Cash and cash equivalents at beginning of period  1,969  1,056 
        
Cash and cash equivalents at end of period $3,138 $15,188 
        
Cash paid during the period for:       
Interest $— $300 
Taxes $— $— 
        
Noncash investing and financing transactions:       
Conversion of Series G preferred stock $36,609 $217,800 

 

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

 

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NEUTRA CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

        
  Nine Months Ended 
  October 31, 
  2022 2021 
        
CASH FLOW FROM OPERATING ACTIVITIES:       
Net loss $(286,414)$(457,153)
Adjustments to reconcile net loss to net cash provided by (used in) in operating activities:       
Depreciation  59,179  58,058 
Gain on forgiveness of debt  —  (11,262)
Changes in operating assets and liabilities       
Accounts receivable  —  25 
Inventory  (26,810) — 
Accounts payable and accrued liabilities  (23,271) 12,219 
Accounts payable to related party  76,332  — 
Accrued interest payable  46,228  45,500 
NET CASH USED IN OPERATING ACTIVITIES  (154,756) (352,613)
        
CASH FLOWS FROM INVESTING ACTIVITIES       
Purchase of fixed assets  —  (40,227)
NET CASH USED IN INVESTING ACTIVITIES  —  (40,227)
        
CASH FLOWS FROM FINANCING ACTIVITIES       
Repayments of advance from related party  —  (17,422)
Stock subscriptions received  50,000  — 
Proceeds from sale of Series G convertible preferred stock  50,000  401,250 
Proceeds from advance from related party  —  3,500 
Proceeds from issuance of note payable  60,000  11,262 
Repayments on notes payable  (5,844) — 
NET CASH PROVIDED BY FINANCING ACTIVITIES  154,156  398,590 
        
NET CHANGE IN CASH AND CASH EQUIVALENTS  (600) 5,750 
        
Cash and cash equivalents at beginning of period  1,056  23,308 
        
Cash and cash equivalents at end of period $456 $29,058 
        
Cash paid during the period for:       
Interest $— $— 
Taxes $— $— 
        
Noncash investing and financing transactions:       
Conversion of mezzanine equity $250,000 $320,900 
Dividends on mezzanine equity $4,105 $15,949 
Deemed dividend on mezzanine equity $10,200 $80,550 

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

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NEUTRA CORP.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022April 30, 2023

 

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.

 

Note 2. Going Concern

For the three months ended April 30, 2023, the Company had a net loss of $71,996 and did not have positive cash flow from operations. As of April 30, 2023, the Company has negative working capital of $784,685. 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, 2022, the Company had a net loss of $286,414 and did not have positive cash flow from operations. As of October 31, 2022, the Company has negative working capital of $1,218,483.

 

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:

 

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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, 20222023 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 ninethree month period ended October 31, 2022April 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2023.2024.

 

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 statedInventory is comprised of packaging and supplies and at times raw materials. Inventory is valued at cost, based on the lower ofaverage cost ormethod, unless and until the net realizable value usingfor the averageinventory is lower than cost, method. The Company reviews itsin which case an allowance is established to reduce the valuation to the net realizable value. As of April 30, 2023 and January 31, 2023, market values of all of our inventory for obsolescencewere greater than cost, 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 October 31, 2022 consisted of raw materials and packaging supplies related to its products.accordingly, no such valuation allowance was recognized.

 

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 ninethree months ended October 31,April 30, 2023 and 2022, and 2021, the Company recognized depreciation expense of $59,17919,726 and $58,058, 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

 

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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 6,5, 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, 2022April 30, 2023 and January 31, 2022.2023.

 

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 October 31, 2022 and January 31, 2022, the Company had amounts on deposit with its attorney in the amount of $1,610.

 

Note 5.4. Property and equipment, net

 

Property and equipment consist of the following:

 

 October 31, 2022 January 31, 2022  April 30, 2023 January 31, 2023 
Equipment $236,717 $236,717  $236,717 $236,717 
Total property and equipment  236,717  236,717   236,717  236,717 
Less: accumulated depreciation (167,630) (108,451) (207,083) (187,357)
Property and equipment, net $69,087 $128,266  $29,634 $49,360 

 

Note 6.5. Related Party Transactions

 

During the ninethree months ended October 31,April 30, 2023 and 2022, and 2021, we incurred salary expense of $80,64925,000 and $77,667, respectively, to our CEO, Sydney Jim. In addition, we incurred commission expense of $26,1013,505 and $1,359 during the ninethree months ended October 31,April 30, 2023 and 2022 to Mr. Jim and owed a total of $34,59638,101 and $26,82434,596 in accrued commissions as of October 31, 2022April 30, 2023 and January 31, 2022,2023, respectively. During the three months ended Mr. Jim paid expenses of $20,253 on behalf of the Company.

 

As of October 31, 2022April 30, 2023 and January 31, 2022,2023, we owed Mr. Jim, or entities controlled by him, $208,087278,340 and $131,755233,087 which is recorded on the balance sheet in “Accounts Payable – Related Party”, respectively, and $12,314 and $2,314 in “Advances payable to related party.party, respectively.”

 

During the ninethree months ended OctoberApril 30, 2023, an investor advanced $10,000 to the Company. This advance is unsecured, non-interest bearing and 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, 2023, the note principal balance was $54,156 and accrued interest was $2,035. The Company has not made all required monthly payments under the note agreement to date.

During the year ended January 31, 2021,2022, 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 October 31, 2022, the note principal balance was $54,156 and accrued interest was $1,405.

 

Note 7.6. Advances and Notes Payable

 

As of October 31, 2022April 30, 2023 and January 31, 2021,2023, 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 October 31, 2022,April 30, 2023, the note principal balance was $54,156 and accrued interest was $1,4052,035.

 

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Note 8. Convertible Notes Payable

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

  October 31, 2022 January 31, 2022 
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 converStible notes payable, net of discount $— $— 

Accrued interest on convertible notes payable was $287,103 and $242,280 as of October 31, 2022 and January 31, 2022, respectively.

 

Note 9.7. 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 October 31, 20202April 30, 2023 and January 31, 2022,2023, 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. As of April 30, 2023 and January 31, 2023, there are 10,000 shares of Series B Preferred Stock outstanding.

 

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. As of April 30, 2023 and January 31, 2023, there are 40,000 shares of Series C Preferred Stock outstanding.

 

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 companycompany.. As of October 31, 2022April 30, 2023 and January 31, 2022,2023, there are 1,000,000shares 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 companycompany.. 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 1,000,000shares Series F Preferred Stock outstanding.

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Table As of ContentsApril 30, 2023 and January 31, 2023, there are 1,000,000 shares of Series F Preferred Stock outstanding.

 

Series G convertible preferred stock

 

During the ninethree months ended October 31, 2022,April 30, 2023, the Company issued 60,200 sharesthe holder of the Series G convertible preferred stock converted 35,200 shares and received cash proceedsaccrued dividends of $50,0001,408. The Series G convertible preferred stock has a stated value into 174,323,810 shares of $1.00 per share, carries no voting rights and earns dividends of 8% per annum on the stated value of thecommon stock. During the ninethree months ended October 31,April 30, 2022, the Company accrued dividends of $4,1052,429, and the holder of the Series G convertible preferred stock converted 250,000217,800 shares and accrued dividends of $10,0008,712 into 518,644,372425,622,150 shares of common stock. DuringThe conversions were in accordance with the nine months ended October 31, 2021,terms of the Company accrued dividendsagreement and no gain or loss was recognized. As of $15,949, and the holderApril 30, 2023, there were no shares of the Series G convertible preferred stock converted 320,900 shares and accrued dividends of $5,770 into 70,522,075 shares of common stock.outstanding.

 

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.

 

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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, 2022,April 30, 2023, we had cash on hand of $456.$3,138.

 

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 October 31, 2022April 30, 2023 compared to the three months ended October 31, 2021April 30, 2022

 

Revenue and Cost of Goods Sold

 

During the three months ended October 31, 2022,April 30, 2023, we recognized revenue of $23,383$5,842 and cost of goods sold of $12,708$3,038 related to the sales of CBD products. During the three months ended October 31, 2021,April 30, 2022, we recognized revenue of $26,271$9,662 and cost of goods sold of $24,622.$4,538. The decrease in revenue compared to the prior year is due two certain non-recurring revenue in the prior year, and the increase in gross margin for thea slowdown from current year is from improved inventory management..economic conditions.

 

Depreciation

 

We recognized depreciation of $19,726 for the three months ended October 31,April 30, 2023 and 2022 and 2021 related to the Company’s property and equipmentequipment.

 

General and Administrative Expenses

 

We recognized general and administrative expenses of $46,439$50,781 and $152,400$75,501 for the three months ended October 31,April 30, 2023 and 2022, and 2021, respectively. The decrease is primarily related to the decrease in consulting feeswages and marketing expense.professional fees.

 

Interest Expense

 

Interest expense was $15,718$199 and $15,105$15,734 for the three months ended October 31,April 30, 2023 and 2022, and 2021, respectively, fromrespectively. The decrease in interest expense was related to the settlement of outstanding convertible notes payable.payable in the prior year.

 

Net Loss

 

We incurred a net loss of $81,792$71,996 for the three months ended October 31, 2022April 30, 2023 as compared to $178,954$107,196 for the comparable period of 2021.

Nine months ended October 31, 2022 compared to the nine months ended October 31, 2021

Revenue and Cost of Goods Sold

During the nine months ended October 31, 2022, we recognized revenue of $62,077 and cost of goods sold of $29,725 related to the sales of CBD products. During the nine months ended October 31, 2021, we recognized revenue of $53,631 and cost of goods sold of $51,214. The increases in revenue and gross margin are from the expansion of the Company’s wholesale distribution customers and improved inventory management.

Depreciation

We recognized depreciation of $59,179 for the nine months ended October 31, 2022 compared to $58,058 for the nine months ended October 31, 2021.

General and Administrative Expenses

We recognized general and administrative expenses of $186,958 and $353,402 for the nine months ended October 31, 2022 and 2021, respectively. The decrease is primarily related to the decrease in consulting fees and marketing expense and related to the receipt of employee retention tax credits which offset labor costs during the current period.

Interest Expense

Interest expense was $46,528 and $45,501 for the nine months ended October 31, 2022 and 2021, respectively, from outstanding convertible notes payable.

Net Loss

We incurred a net loss of $286,414 for nine months ended October 31, 2022 as compared to $457,153 for the comparable period of 2021.

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Liquidity and Capital Resources

 

At October 31, 2022,April 30, 2023, we had cash on hand of $456.$3,138. We have negative working capital of $1,218,483.$784,685. Net cash used in operating activities for the ninethree months ended October 31, 2022April 30, 2023 was $154,756.$8,831. The Company had net cash provided by financing activities of $154,156$10,000 for the ninethree months ended October 31, 2022,April 30, 2023, with $50,000$10,000 of proceeds from preferred stock subscriptions, $50,000 proceedsadvances from the sale of additional shares of Series G preferred stock, $60,000 of proceeds from notes payable, which were offset by repayments on notes payable of $5,844.related party. 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, 2022.April 30, 2023.

 

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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

This item is not applicable to smaller reporting companies.

 

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 October 31, 2022.April 30, 2023. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of October 31, 2022,April 30, 2023, 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 October 31, 2022,April 30, 2023, 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 October 31, 2022,April 30, 2023, 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 October 31, 2022,April 30, 2023, 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.

 

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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.

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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.

 

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

 

None.

 

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
3.1Articles of Incorporation (1)
3.2Bylaws (1)
14.1Code of Ethics (1)
21Subsidiaries of the Registrant (2)
31.1Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and accounting officer. (2)
32.1Section 1350 Certification of principal executive officer and principal financial accounting officer. (2)
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document (3)
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document (3)
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document (3)
101.LABInline XBRL Taxonomy Extension Label Linkbase Document (3)
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document (3)
104Cover 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: December 15, 2022June 22, 2023BY: /s/ Sydney Jim
 Sydney Jim
 

President, Secretary, Treasurer, Principal Executive Officer,

Principal Financial and Accounting Officer, and Sole Director

 

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