UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q /A

Amendment No. 1


(MARK ONE)


[X]

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


For the quarterly period ended April 30, 2020


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 July 14, 2020, 1,383,565,422 shares of common stock are issued and outstanding.



EXPLANATORY NOTE


The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2020 (“Form 10-Q”) is to include disclosure of the Registrant’s reliance on an exemption relating to COVID-19, which was inadvertently omitted from the Form 10-Q for the quarterly period ended April 30, 2020, filed with the Securities and Exchange Commission on July 14, 2020. Specifically, the Company relied on an order issued by the Securities and Exchange Commission (the “SEC”) on March 25, 2020 (which extended and superseded a prior order issued on March 4, 2020), pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No. 34-88465)(the “Order”), regarding exemptions granted to certain public companies. The Order allows a registrant up to an additional 45 days after the original due date of certain reports required to be filed with the SEC if a registrant’s ability to file such report timely is affected due to COVID-19. The disclosure is included on page 3 under the heading OTHER PERTINENT INFORMATION.


This Amendment No. 1 also includes Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files from the Registrant’s Form 10-Q for the quarterly period ended April 30, 2020, filed with the Securities and Exchange Commission on July 14, 2020.


Additionally, we corrected typographical errors as listed below:


1. CONSOLIDATED BALANCE SHEETS on page 4, under the column heading “April 30, 2020”, the line item “Total current assets” incorrectly stated a value of “53,644”. The value has been corrected to “53,664”.


2. CONSOLIDATED BALANCE SHEETS on page 4, under the column heading “January 31, 2020”, the line item “TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT” incorrectly stated a value of “$177,176”. The value has been corrected to “$182,334”.


3. CONSOLIDATED STATEMENTS OF CASH FLOWS on page 7, under the column heading “2019”, the line item “Accounts payable and accrued liabilities” incorrectly stated a value of “—”. The value has been corrected to “9,171”.



TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION

4

 

 

Item 1. Financial Statements

4

 

 

Consolidated Balance Sheets (unaudited)

4

 

 

Consolidated Statements of Operations (unaudited)

5

 

 

Consolidated Statements of Stockholders’ Deficit (unaudited)

6

 

 

Consolidated Statements of Cash Flows (unaudited)

7

 

 

Notes to the Unaudited Consolidated Financial Statements

8

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

14

 

 

Item 4. Controls and Procedures

15

 

 

PART II — OTHER INFORMATION

15

 

 

Item 1. Legal Proceedings

15

 

 

Item 1A. Risk Factors

15

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

16

 

 

Item 3. Defaults upon Senior Securities

16

 

 

Item 4. Mine Safety Disclosures

16

 

 

Item 5. Other Information

16

 

 

Item 6. Exhibits

16


- 2 -


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION


Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2020. 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.


Due to the outbreak of, and local, state and federal governmental responses to, the COVID-19 coronavirus pandemic, the Company filed a current report on Form 8-K to avail itself of an extension to file this Quarterly Report on Form 10-Q for the quarter ended April 30, 2020 (the “Quarterly Report”), originally due on June 15, 2020. Specifically, the Company relied on an order issued by the Securities and Exchange Commission (the “SEC”) on March 25, 2020 (which extended and superseded a prior order issued on March 4, 2020), pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No. 34-88465)(the “Order”), regarding exemptions granted to certain public companies. The Order allows a registrant up to an additional 45 days after the original due date of certain reports required to be filed with the SEC if a registrant’s ability to file such report timely is affected due to COVID-19.


The Company’s operations and business have experienced disruptions due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and the world. These disruptions include, but are not limited to: office closures and the unavailability of key Company personnel and contractors required to prepare the Company’s financial statements for the quarter ended April 30, 2020 due to suggested, and mandated, social quarantining and work from home orders. The Company has also been delayed in preparing the Quarterly Report due to delays in obtaining information from third parties who have similarly been unavailable and/or have not had sufficient time to complete the items requested.


As such, the Company relied on the Order and will be made use of the 45-day grace period provided by the Order to delay filing of the Quarterly Report.


- 3 -



PART I — FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


NEUTRA CORP.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


 

 

April 30, 2020

 

January 31, 2020

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash

 

$

49,511

 

$

177,176

 

Deposits

 

 

1,658

 

 

1,658

 

Inventory

 

 

2,495

 

 

3,500

 

Total current assets

 

 

53,664

 

 

182,334

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

80,254

 

 

—

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

133,918

 

$

182,334

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

410,721

 

$

410,620

 

Accounts payable to related party

 

 

131,755

 

 

131,755

 

Advances payable

 

 

3,450

 

 

3,450

 

Convertible notes payable, in default

 

 

288,997

 

 

288,997

 

Convertible notes payable, net of discount of $30,082 and $72,621, respectively

 

 

20,418

 

 

23,379

 

Accrued interest payable

 

 

192,940

 

 

173,623

 

Total current liabilities

 

 

1,048,281

 

 

1,031,824

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

1,048,281

 

 

1,031,824

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

—

 

 

—

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

Common stock, $0.001 par value; unlimited shares authorized; 930,732,086 and 616,198,035 shares issued and outstanding at April 30, 2020 and January 31, 2020, respectively

 

 

930,732

 

 

616,198

 

Preferred stock, $0.001 par value; 20,000,000 shares authorized:

 

 

 

 

 

 

 

Convertible preferred stock; 50,000 shares issued and outstanding at April 30, 2020 and January 31, 2020

 

 

50

 

 

50

 

Series E preferred stock, 1,000,000 shares issued and outstanding at April 30, 2020 and January 31, 2020

 

 

1,000

 

 

1,000

 

Series F preferred stock, $0.001 par value; 1,000,000 shares issued and outstanding at April 30, 2020 and January 31, 2020

 

 

1,000

 

 

1,000

 

Additional paid-in capital

 

 

7,822,536

 

 

8,091,570

 

Accumulated deficit

 

 

(9,669,681

)

 

(9,559,308

)

Total stockholders’ deficit

 

 

(914,363

)

 

(849,490

)

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$

133,918

 

$

182,334

 


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


- 4 -


NEUTRA CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


 

Three months ended
April 30,

 

 

2020

 

2019

 

 

 

 

 

 

 

 

REVENUE

$

3,036

 

$

—

 

COST OF GOODS SOLD

 

1,023

 

 

—

 

GROSS PROFIT

 

2,013

 

 

—

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

General and administrative

 

50,531

 

 

66,951

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

(48,518

)

 

(66,951

)

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

Interest expense

 

(61,855

)

 

(61,261

)

Total other income (expense)

 

(61,855

)

 

(61,261

)

 

 

 

 

 

 

 

NET LOSS

$

(110,373

)

$

(128,212

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE – Basic and fully diluted

$

(0.00

)

$

(0.00

)

 

 

 

 

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and fully diluted

 

684,755,781

 

 

36,183,408

 


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


- 5 -


NEUTRA CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)


 

 

Common Stock

 

Convertible
Preferred Stock

 

Series E
Preferred Stock

 

Series F
Preferred Stock

 

Additional
Paid-In

 

Accumulated

 

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE,
January 31, 2020

 

616,198,035

 

$

616,198

 

50,000

 

$

50

 

1,000,000

 

$

1,000

 

1,000,000

 

$

1,000

 

$

8,091,570

 

$

(9,559,308

)

$

(849,490

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for debt conversion

 

314,534,051

 

 

314,534

 

—

 

 

—

 

—

 

 

—

 

—

 

 

—

 

 

(269,034

)

 

—

 

 

45,500

 

Net loss

 

—

 

 

—

 

—

 

 

—

 

—

 

 

—

 

—

 

 

—

 

 

—

 

 

(110,373

)

 

(110,373

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE,
April 30, 2020

 

930,732,086

 

$

930,732

 

50,000

 

$

50

 

1,000,000

 

$

1,000

 

1,000,000

 

$

1,000

 

$

7,822,536

 

$

(9,669,681

)

$

(914,363

)



 

 

Common Stock

 

Series E
Preferred Stock

 

Series F
Preferred Stock

 

Additional
Paid-In

 

Accumulated

 

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE,
January 31, 2019

 

34,126,328

 

$

34,126

 

1,000,000

 

$

1,000

 

—

 

$

—

 

$

7,722,991

 

$

(8,863,687

)

$

(1,105,570

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for debt conversion

 

6,401,340

 

 

6,401

 

—

 

 

—

 

—

 

 

—

 

 

42,397

 

 

—

 

 

48,798

 

Net loss

 

—

 

 

—

 

—

 

 

—

 

—

 

 

—

 

 

—

 

 

(128,212

)

 

(128,212

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE,
April 30, 2019

 

40,527,668

 

$

40,527

 

1,000,000

 

$

1,000

 

—

 

$

—

 

$

7,765,388

 

$

(8,991,899

)

$

(1,184,984

)


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


- 6 -


NEUTRA CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


 

 

Three months ended
April 30,

 

 

 

2020

 

2019

 

 

 

 

 

 

 

 

 

CASH FLOW FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net loss

 

$

(110,373

)

$

(128,212

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Amortization of discount on convertible note payable

 

 

42,539

 

 

26,293

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Deposits

 

 

—

 

 

57,780

 

Inventory

 

 

1,005

 

 

—

 

Accounts payable and accrued liabilities

 

 

101

 

 

9,171

 

Accrued interest payable

 

 

19,317

 

 

34,968

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(47,411

)

 

—

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Purchase of fixed assets

 

 

(80,254

)

 

—

 

NET CASH USED IN INVESTINGACTIVITIES

 

 

(80,254

)

 

—

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

 

(127,665

)

 

—

 

 

 

 

 

 

 

 

 

CASH, at the beginning of the period

 

 

177,176

 

 

—

 

 

 

 

 

 

 

 

 

CASH, at the end of the period

 

$

49,511

 

$

—

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

Interest

 

$

—

 

$

—

 

Taxes

 

$

—

 

$

—

 

 

 

 

 

 

 

 

 

Noncash investing and financing transaction:

 

 

 

 

 

 

 

Conversion of convertible notes payable

 

$

45,500

 

$

48,798

 


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


- 7 -


NEUTRA CORP.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2020


Note 1. Background Information


Neutra Corp. was incorporated in Nevada on January 11, 2011 to market and participate in the nutraceutical space by bringing products derived from all natural and organic origins. Along with participating in the actual nutraceutical products, we plan to research and bring new technology to the nutraceutical space. Nutraceutical natural medicine is an alternative system that focuses on natural remedies and the body’s vital ability to heal and maintain itself. One of the nutraceutical sub-markets is the new thriving medical cannabis market, in which we intend to participate. We intend to entrust the manufacturing to a nutraceutical contractor to private label all of our products and to sell them under our unique brand. We have established a fiscal year end of January 31.


As the global cannabis market grows exponentially, it is constantly in need of better technologies and products to be more efficient in how it grows, what it grows and how it consumes cannabis and its related products. From lighting to dosage devices, from pesticide replacements to plant enhancers, Neutra Corp. is constantly combing the industry for the latest and greatest to test, prove and bring to market.


We have generated limited revenues to date and our activities have been primarily limited to developing our business plan and research and development of products. We will not have the necessary capital to fully develop or execute our business plan until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. We need to raise additional funds in order to implement our business plan. Our current cash on hand is insufficient to commercialize our products or fully develop our business strategy. If we are unable to raise adequate additional funds or if those funds are not available on terms that are acceptable to us, we will not be able to execute our business plan and we may cease operations.


Note 2. Going Concern


For the three months ended April 30, 2020, the Company had a net loss of $110,373 and did not have positive cash flow from operations. As of April 30, 2020, the Company has negative working capital of $994,617.


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.


- 8 -


Note 3. Significant Accounting Policies


The significant accounting policies that the Company follows are:


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, 2020 and notes thereto and other pertinent information contained in our Form 10-K that we filed with the Securities and Exchange Commission (the “SEC”).


The results of operations for the nine-month period ended April 30, 2020 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2020.


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 and Vivis Corporation, from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation.


Use of Estimates


The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Property and Equipment, net


Property and equipment consist of equipment used to manufacture the Company’s products and is presented at cost. Depreciation is recognized over the useful life of the equipment on a straight-line basis over five years beginning when the asset is put in service. The Company did not record any depreciation expense during the three months ended April 30, 2020 and 2019.


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. There were no known commitments or contingencies as of April 30, 2020 and January 31, 2020.


- 9 -


Recently Adopted Accounting Pronouncements


In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify certain disclosure requirements of fair value measurements. The Company adopted this update effective February 1, 2020. The adoption of the Update did not have an impact on the Company’s financial position or results of operations.


In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments in this update. The Company adopted this Update effective February 1, 2020. The Company currently does not have any goodwill. The adoption of ASU No. 2017-04 did not have an impact on the Company’s financial statements.


In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The Company adopted this update effective February 1, 2019. The adoption did not have an impact on the Company’s financial statements.


Note 4. Deposits


Deposits represent cash on deposit with the Company’s attorney. As of April 30, 2020 and January 31, 2020, the Company had amounts on deposit with its attorney in the amount of $1,658.


Note 5. Property and equipment, net


Property and equipment consist of the following:


 

 

April 30, 2020

 

January 31, 2020

 

Equipment

 

$

80,254

 

$

—

 

Total property and equipment

 

 

80,254

 

 

—

 

Less: accumulated depreciation

 

 

—

 

 

—

 

Property and equipment, net

 

$

80,254

 

$

—

 


Note 6. Related Party Transactions


During the three months ended April 30, 2020, we incurred and paid salary expense of $25,000 to our CEO, Sydney Jim. As of April 30, 2020, we owe Mr. Jim $49,555, which is recorded on the balance sheet in “Accounts Payable – Related Party.”


Note 7. Advances


As of April 30, 2020 and January 31, 2020, 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.


- 10 -


Note 8. Convertible Notes Payable


Convertible notes payable consists of the following as of April 30, 2020 and January 31, 2020:


 

 

April 30, 2020

 

January 31, 2020

 

Convertible note, dated October 31, 2015, bearing interest at 10% per annum, bearing default interest at 25% per annum, matured on October 31, 2018 and convertible into shares of common stock at $0.50 per share, in default

 

$

156,976

 

$

156,976

 

Convertible note, dated January 31, 2016, bearing interest at 10% per annum, bearing default interest at 25% per annum, matured on January 31, 2019 and convertible into shares of common stock at a 60% discount to the market price, in default

 

 

82,735

 

 

82,735

 

Convertible note, dated May 26, 2016, bearing interest at 10% per annum, bearing default interest at 25% per annum, matured on May 26, 2017, and convertible into shares of common stock at a 45% discount to the market price, in default

 

 

49,286

 

 

49,286

 

Convertible note, dated August 6, 2019, bearing interest at 8% per annum, bearing default interest at 22% per annum, maturing July 31, 2020, and convertible into shares of common stock at a 39% discount to the lowest trading price in the 15 days prior to the conversion with a floor on the conversion price of $0.00005

 

 

7,500

 

 

53,000

 

Convertible note, dated November 4, 2019, bearing interest at 8% per annum, bearing default interest at 22% per annum, maturing November 4, 2020, and convertible into shares of common stock at a 39% discount to the lowest trading price in the 15 days prior to the conversion with a floor on the conversion price of $0.00005

 

 

43,000

 

 

43,000

 

Total convertible notes payable

 

$

339,497

 

$

384,997

 

Less: discount on current convertible notes payable

 

 

(30,082

)

 

(71,621

)

Less: convertible notes payable, in default

 

 

(288,997

)

 

(288,997

)

Current convertible notes payable, net of discount

 

$

20,418

 

$

24,379

 


Convertible Promissory Notes Issued for Cash


On February 6, 2018, we issued a convertible promissory note to a third party for cash. The note (the “front-end note”) was in the amount of $150,000, and it matures on November 6, 2018. The note bears interest at 8% per year, default interest at 22% per year and is convertible into shares of our common stock at a 45% discount to our lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005.


We evaluated the terms of the 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. We 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. We then 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, we recognized beneficial conversion discount of $142,500 on February 6, 2018. We recorded the beneficial conversion discount as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. Discounts to the Convertible Notes Payable are amortized to interest expense using the effective interest method over the life of the respective notes.


During the three months ended April 30, 2020 and 2019, we recorded amortization of discounts on convertible notes payable and recognized interest expense of $42,539 and $26,293, respectively.


Conversions to Common Stock


During the three months ended April 30, 2020, the holders of our convertible promissory notes converted $45,500 of principal into 314,534,051 shares of our common stock. During the three months ended April 30, 2019, the holders of our convertible promissory notes converted $48,798 of principal and accrued interest into 6,401,340 shares of our common stock


See Note 9 for a detail of the conversions. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion.


- 11 -


Note 9. Shareholders’ Equity


Conversions to common stock


During three months ended April 30, 2020, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:

Date

 

Amount
Converted

 

Number of
Shares Issued

March 3, 2020

 

$

9,500

 

30,645,161

March 20, 2020

 

 

5,800

 

32,222,222

April 1, 2020

 

 

3,800

 

31,666,667

April 3, 2020

 

 

3,800

 

31,666,667

April 13, 2020

 

 

3,800

 

31,666,667

April 16, 2020

 

 

4,400

 

36,666,667

April 20, 2020

 

 

4,800

 

40,000,000

April 24, 2020

 

 

4,800

 

40,000,000

April 27, 2020

 

 

4,800

 

40,000,000

Total

 

$

45,500

 

314,534,051


During three months ended April 30, 2019, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:

Date

 

Amount
Converted

 

Number of
Shares Issued

February 21, 2019

 

$

10,856

 

981,959

March 7, 2019

 

 

10,889

 

989,899

March 28, 2019

 

 

8,748

 

1,060,417

April 9, 2019

 

 

7,296

 

1,326,599

April 30, 2019

 

 

11,009

 

2,042,466

Total

 

$

48,798

 

6,401,340


Note 10. Subsequent Events


During the period from May 1, 2020 through May 11, 2020, the holder of the convertible note payable dated August 6, 2019 elected to convert principal of $7,500 and accrued interest of $2,120 into 80,166,667 shares of common stock. The convertible note payable dated August 6, 2019 had a balance of $0 after these conversions.


During the period from May 1, 2020 through May 27, 2020, the holder of the convertible note payable dated November 4, 2019 elected to convert principal of $43,000 and accrued interest of $1,720 into 372,666,669 shares of common stock. The convertible note payable dated November 4, 2019 had a balance of $0 after these conversions.


- 12 -


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 not generated any revenues to date and our activities have been limited to developing our business plan and research and development of products. We will not have the necessary capital to fully develop or execute our business plan until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. We need to raise additional funds in order to implement our business plan. Our current cash on hand is insufficient to commercialize our products or fully develop our business strategy. If we are unable to raise adequate additional funds or if those funds are not available on terms that are acceptable to us, we will not be able to execute our business plan and we may cease operations.


Plan of Operations


We believe we do not have adequate funds to fully execute our business plan for the next twelve months unless we obtain additional funding. However, should we not raise this capital, we will allocate our funding to first assure that all State, Federal and SEC requirements are met.


As of April 30, 2020, we had cash on hand of $49,511.


We intend to pursue capital through public or private financing, as well as borrowing and other sources in order to finance our business activities. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.


Critical Accounting Policies


We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed consolidated financial statements.


While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.


For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the year ended January 31, 2020 on Form 10-K.


- 13 -


Results of Operations


Three months ended April 30, 2020 compared to the three months ended April 30, 2019.


Revenue and Cost of Goods Sold


During the three months ended April 30, 2020, we recognized revenue of $3,036 and cost of goods sold of $1,023 related to the sales of CBD products which began in the second half of the prior fiscal year. There were no sales during the comparable period of the prior year.


General and Administrative Expenses


We recognized general and administrative expenses of $50,531 and $66,951 for the three months ended April 30, 2020 and 2019, respectively. The decrease is primarily due to decreased professional fees.


Interest Expense


Interest expense increased from $61,261 for the three months ended April 30, 2019 to $61,855 for the three months ended April 30, 2020. During the three months ended April 30, 2020, we amortized $42,539 of the discount on our convertible notes, compared to $26,293 for the comparable period of 2019. The remaining increase is due to higher interest expense on our convertible promissory notes which are in default.


Net Loss


We incurred a net loss of $110,373 for three months ended April 30, 2020 as compared to $128,212 for the comparable period of 2019.


Liquidity and Capital Resources


At April 30, 2020, we had cash on hand of $49,511. We have negative working capital of $994,617. Net cash used in operating activities for the three months ended April 30, 2020 was $47,411. Cash on hand is adequate to fund our operations for approximately three months. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to us. We have no material commitments for capital expenditures as of April 30, 2020.


Additional Financing


Additional financing is required to continue operations. Although actively searching for available capital, we do not have any current arrangements for additional outside sources of financing and cannot provide any assurance that such financing will be available.


Off Balance Sheet Arrangements


We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


This item is not applicable to smaller reporting companies.


- 14 -


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 April 30, 2020. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of April 30, 2020, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.


1.

As of April 30, 2020, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

 

 

2.

As of April 30, 2020, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

 

 

3.

As of April 30, 2020, 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. Management has determined that this control deficiency constitutes a material weakness.


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


Change in Internal Controls Over Financial Reporting


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


PART II — OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


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


ITEM 1A. RISK FACTORS


This item is not applicable to smaller reporting companies.


- 15 -


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


During three months ended April 30, 2020, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:


Date

 

Amount
Converted

 

Number of
Shares Issued

March 3, 2020

 

$

9,500

 

30,645,161

March 20, 2020

 

 

5,800

 

32,222,222

April 1, 2020

 

 

3,800

 

31,666,667

April 3, 2020

 

 

3,800

 

31,666,667

April 13, 2020

 

 

3,800

 

31,666,667

April 16, 2020

 

 

4,400

 

36,666,667

April 20, 2020

 

 

4,800

 

40,000,000

April 24, 2020

 

 

4,800

 

40,000,000

April 27, 2020

 

 

4,800

 

40,000,000

Total

 

$

45,500

 

314,534,051


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


3.1

Articles of Incorporation (1)

3.2

Bylaws (1)

14.1

Code of Ethics (1)

21

Subsidiaries of the Registrant (2)

31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and accounting officer. (2)

32.1

Section 1350 Certification of principal executive officer and principal financial accounting officer. (2)

101

XBRL data files of Financial Statement and Notes contained in this Quarterly Report on Form 10-Q. (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.”


- 16 -


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: July 16, 2020

BY: /s/ Sydney Jim

 

Sydney Jim

 

President, Secretary, Treasurer, Principal Executive Officer,

Principal Financial and Accounting Officer, and Sole Director


- 17 -

Neutra (CE) (USOTC:NTRR)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Neutra (CE) Charts.
Neutra (CE) (USOTC:NTRR)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Neutra (CE) Charts.