During the year ended January 31, 2013, the Company received net, non-interest bearing advances from certain third parties totaling $222,980. The total amounts due under these advances as of January 31, 2013 and 2012 were $179,485 and $47,605, respectively. These advances are not collateralized and are due on demand. As a result, they are included in current liabilities at January 31, 2013 and 2012.
There are no current or deferred income tax expense or benefit for the period ended January 31, 2013.
The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference are as follows:
The Company has net operating loss carryforwards of approximately $450,000 which will begin expiring in 2031.
On May 1, 2012, the Company signed a Convertible Promissory Note, effective as of February 1, 2012, which refinanced non-interest bearing advances in the amount of $47,205 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on February 1, 2014. The Convertible Promissory Note and unpaid accrued interest are convertible into common stock at the option of the holder at the rate of $0.01 per share.
The Company evaluated the terms of the new note in accordance with ASC Topic No. 815 - 40,Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a beneficial conversion feature in the amount of $47,205 on May 1, 2012. The beneficial conversion feature was recorded as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. The discount to the Convertible Notes Payable will be amortized to interest expense over the life of the note. Interest expense for the fiscal year ended January 31, 2013 amortization expense of $9,484.
On August 31, 2012, the Company signed a Convertible Promissory Note which refinanced non-interest bearing advances in the amount of $43,495 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on August 31, 2013. The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.01 per share.
The Company evaluated the terms of the new note in accordance with ASC Topic No. 815 - 40,Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a beneficial conversion feature in the amount of $43,495 on August 31, 2012. The beneficial conversion feature was recorded as an increase in additional paid-in capital and a discount to the Convertible Notes Payable.
On September 7, 2012, the holder of the convertible note payable elected to convert the entire principal balance into 4,349,500 shares of common stock. This resulted in a change in control of the Company. As a result of the conversion, the entire discount in the amount of $43,495 was immediately amortized to interest expense.
8. COMMON STOCK
On January 11, 2011, The Company issued 450,000 shares of common stock to the founder for cash proceeds of $9,000.
On June 1, 2011, the Company issued 150,011 shares of common stock for cash proceeds of $41,000.
On August 8, 2012, the Company effected a one-for-20 reverse stock split. All share and per share amounts have been restated to reflect the reverse split.
On September 7, 2012, the holder of the convertible note payable dated August 31, 2012 elected to convert the entire principal balance of $43,495 into 4,349,500 shares of common stock.
9. SUBSEQUENT EVENTS
On February 1, 2013, the Company entered into a Joint Venture Agreement with Purlife. The Joint Venture was created towards developing and marketing the brands represented by Purlife. Purlife will execute the business plan or other programs as agreed to as well as make any necessary disbursements on behalf of the Joint Venture, and collect and distribute profits in accordance with the ownership percentages. The Joint Venture will allocate profits for a period of 3 years with the Company receiving 10% and the Joint Venture receiving 90%. All loss and disbursements incurred by Purlife in acquiring, holding and protecting the business interest and the net profits shall, during the period of the venture be paid by Purlife. All losses incurred by the Parties will be limited to their financial contribution to the Joint Venture. The Company will provide consulting to the Joint Venture and participate in strategic and operation decisions as required.
The Company will be a way of providing start up and operating expenses such as to facilitate the completion of the undertaking of the Business.
The Company commits to fund $70,000 of the cash flow requirements as set forth in an approved budget prepared by Purlife in regular contributions of $5,000. The Company’s obligation to continue funding is solely at the discretion of the Company.
On February 6, 2013, the holder of the convertible note payable dated May 1, 2012, elected to convert principal in the amount of $4,900 into 490,000 shares of common stock in accordance with the terms of the note payable.
On March 12, 2013, the holder of the convertible note payable dated May 1, 2012, elected to convert principal in the amount of $4,900 into 490,000 shares of common stock in accordance with the terms of the note payable.
On March 20, 2013, the holder of the convertible note payable dated May 1, 2012, elected to convert principal in the amount of $5,900 into 590,000 shares of common stock in accordance with the terms of the note payable.
On April 15, 2013, the holder of the convertible note payable dated May 1, 2012, elected to convert principal in the amount of $3,250 into 325,000 shares of common stock in accordance with the terms of the note payable.
On April 24, 2013, the holder of the convertible note payable dated May 1, 2012, elected to convert principal in the amount of $3,250 into 325,000 shares of common stock in accordance with the terms of the note payable.
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ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
On January 10, 2013, Peter Messineo, CPA declined to sit for re-election as the Company’s independent registered public accountant due to changes in his firm. On December 17, 2012, Peter Messineo joined the firm now known as DKM Certified Public Accountants.
The reports of Peter Messineo, CPA as of and for the fiscal years ended January 31, 2012 and 2011 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended January 31, 2012 and 2011, and through each subsequent period, there have been no disagreements with Peter Messineo, CPA on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Peter Messineo, CPA would have caused them to make reference thereto in connection with their report on the financial statements for such years.
On January 10, 2013, The Company engaged DKM Certified Public Accountants as their independent registered accounting firm.
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ITEM 9A. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
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)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed 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.
Limitations on Systems of Controls
Our management, including our principal executive officer and principal financial officer, 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. To address the material weaknesses identified in our evaluation, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
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| · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
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| · | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
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| · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of January 31, 2013, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: lack of a functioning audit committee; lack of a majority of independent members and a lack of a majority of outside directors on our board of directors; inadequate segregation of duties consistent with control objectives; and, manage,ment is dominated by a single individual.. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of January 31, 2013.
Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
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ITEM 9B. | OTHER INFORMATION |
None
Part III
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ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Our sole officer and director will serve until his successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, address, age and position of our president, secretary/treasurer, and director and vice president is set forth below:
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Name | | Age | | Position |
Cindy Morrissey 3572 Shady Brook Lane Sarasota, FL 34243 | | 66 | | President; Secretary/Treasurer; Principal Executive Officer; Principal Financial Officer and sole member of the Board of Directors |
Ms. Morrissey was appointed as CEO and a member of the Board of Directors on November 2, 2011.
Biographies
On November 2, 2011, Sarah Keck resigned her position as CEO and sole member of the Board of Directors. On the same date, Cindy Morrissey was appointed as its new president, CEO and sole member of the Board of Directors. Ms. Morrissey has been an entrepreneur for more than 20 years. Ms. Morrissey receives a salary of $120,000 per year and does not own any common stock. She does not have an employment contract with the Company. Ms. Morrissey has been a self-employed entrepreneur for more than 20 years. During that time, she owned and operated a construction and remodeling company and obtained a Realtor license. She invested
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in real estate and acted as a real estate consultant and partner with other investors on commercial and residential projects. Her education is in nursing and business management. She worked for a time in the medical field, including clinic management and telemedicine programs. From 2000 to 2008, she worked as a real estate agent for a national real estate sales organization while also working as a real estate builder and investor. In 2009, Ms. Morrissey worked as the chief operating officer to My Healthy Access, a chain of medical clinics in Walmart stores, later being promoted to president. While in that position, she initiated an aggressive restructuring of the business model and introduced a telemedicine program. From 2010 to 2011, she was president, CEO and sole member of the Board of Directors of Emerging Healthcare Solutions, Inc., a company whose business was to acquire life science technologies from emerging small and medium-sized companies and help them license them to large companies and universities worldwide.
COMMITTEES OF THE BOARD OF DIRECTORS
Our sole director has not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by our sole director. Because we do not have any independent directors, our sole director believes that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than substance.
We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our sole director established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our sole director has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future.
While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.
Our sole director is not an “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:
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· | understands generally accepted accounting principles and financial statements, |
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· | is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, |
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· | has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements, |
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· | understands internal controls over financial reporting, and |
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· | understands audit committee functions. |
Our Board of Directors is comprised of solely of Ms. Morrissey who is involved in our day to day operations. We would prefer to have an audit committee financial expert on our board of directors. As with most small, early stage companies until such time our company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase directors and officers insurance, the Company does not have any immediate prospects to attract independent directors. When the Company is able to expand our Board of Directors to include one or more independent directors, the Company intends to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and the Company is not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.
WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND THE COMPANY HAS NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.
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CODE OF BUSINESS CONDUCT AND ETHICS
We have adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We believe our code of ethics is reasonably designed to deter wrong doing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of violations; and provide accountability for adherence to the provisions of the code of ethic.
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ITEM 11. | EXECUTIVE COMPENSATION |
Ms. Morrissey is paid $10,000 per month for her services to the Company. She does not have a written employment agreement with the Company.
The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the fiscal year ended January 31, 2013 and 2012.
SUMMARY COMPENSATION TABLE
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Name and Principal Position | | Fiscal Year | | Salary ($) | | Bonus ($) | | Stock Awards ($) | | Option Awards ($) | | Non-Equity Incentive Plan Compensation ($) | | Nonqualified Deferred Compensation ($) | | All Other Compensation ($) | | Total ($) |
Cindy Morrissey, President, CEO, Chairman of the Board | | 2013 2012 2011 | | 62,500 30,000 | | — — — | | — — — | | — — — | | — — — | | — — — | | — — — | | $ 62,500 $ 30,000 $ — |
Michael Shane Henderson, Former President, CEO, Chairman of the Board | | 2013 2012 2011 | | 56,385 — — | | — — — | | — — — | | — — — | | — — — | | — — — | | — — — | | $ 56,385 $ — $ — |
Sarah Keck, Former President, CEO, Chairman of the Board | | 2013 2012 2011 | | — — — | | — — — | | — — — | | — — — | | — — — | | — — — | | — — — | | $ — $ — $ — |
OUTSTANDING EQUITY AWARDS AT JANUARY 31, 2013
| | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | Option Exercise Price ($ | | Option Expiration Date | | Number of Shares of Stock That Have Not Vested (#) | | Market Value of Shares of Stock That Have Not Vested ($) | | Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Other Rights That Have Note Vested ($) |
Cindy Morrissey | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 |
Michael Shane Henderson | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 |
Sarah Keck | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 |
DIRECTOR COMPENSATION
Directors receive no compensation for serving on the Board. We have no non-employee directors.
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ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
We do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to our sole director and officer since our inception; accordingly, no stock options have been granted or exercised by our sole director and officer since we were founded.
The following table sets forth certain information as of March 29, 2013, with respect to the beneficial ownership of our common stock by each beneficial owner of more than 5% of the outstanding shares of common stock of the Company, each director, each executive officer named in the “Summary Compensation Table” and all executive officers and directors of the Company as a group, and sets forth the number of shares of common stock owned by each such person and group. Unless otherwise indicated, the owners have sole voting and investment power with respect to their respective shares.
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Name of Beneficial Owner | | Number of Shares Beneficially Owned | | Percentage of Outstanding Common Stock Owned | |
Boxcar Transportation Corp. 65 East Street House No. 35 Panama City, Panama | | 4,349,500 | | 66.7 | % |
Rosentax Investments SP z o. o. Al. Jerozolimskie 56C Warsaw 00-803 Poland | | 450,000 | | 6.9 | % |
Cindy Morrissey | | — | | — | % |
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All directors and executive officers as a group (1 person) | | — | | — | % |
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ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
None
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ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Audit Fees
During the fiscal year ended January 31, 2013, we were billed by our accountants, Peter Messineo, CPA, approximately $4,150 for audit and review fees.
Tax Fees
During the year ended January 31, 2013, we were billed by our accountants, Peter Messineo, CPA, approximately $0 for tax work.
All Other Fees
During the year ended January 31, 2013, we were billed by our accountants, Peter Messineo, CPA, approximately $0 for other work.
Board of Directors Pre-Approval Process, Policies and Procedures
Our principal auditors have performed their audit procedures in accordance with pre-approved policies and procedures established by our Board of Directors. Our principal auditors have informed our Board of Directors of the scope and nature of each service provided. With respect to the provisions of services other than audit, review, or attest services, our principal accountants brought such services to the attention of our Board of Directors prior to commencing such services.
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ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
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Regulation Number | | Exhibit |
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3.1 | | Articles of Incorporation (1) |
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3.2 | | Bylaws (1) |
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31.1 | | Rule 13a-14(a) Certification of Chief Executive Officer (2) |
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32.1 | | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer (2) |
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101 | | XBRL Interactive Data (2) (3) |
______________
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(1) | Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on November 3, 2010. |
(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.” |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| NEUTRA CORP. |
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Dated: September 16, 2013 | By: | /s/ Sydney Jim |
| | Sydney Jim |
| | President, Chief Executive Officer, |
| | Chief Financial Officer, |
| | Principal Accounting Officer, Secretary, Treasurer, Director |
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