NTRR 10-Q

Neutra Corp. (NTRR)

10-Q 2023-06-22 For: 2023-04-30

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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)

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

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements	4

Consolidated Balance Sheets (unaudited)	4

Consolidated Statements of Operations (unaudited)	5

Consolidated Statements of Stockholders’ Deficit (unaudited)	6

Consolidated Statement of Changes in Mezzanine Equity(unaudited)	7

Consolidated Statements of Cash Flows (unaudited)	8

Notes to the Unaudited Consolidated Financial Statements	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3. Quantitative and Qualitative Disclosures about Market Risk	16

Item 4. Controls and Procedures	16

PART II — OTHER INFORMATION

Item 1. Legal Proceedings	17

Item 1A. Risk Factors	17

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3. Defaults upon Senior Securities	17

Item 4. Mine Safety Disclosures	17

Item 5. Other Information	17

Item 6. Exhibits	17

Signatures	18


	April 30,			January 31,
	2023			2023
	(UNAUDITED)			(AUDITED)

CURRENT ASSETS
Cash and cash equivalents	$	3,138		$	1,969
Inventory		21,332			23,846
Total current assets		24,470			25,815

Property and equipment, net		29,634			49,360

TOTAL ASSETS	$	54,104		$	75,175

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	513,016		$	516,890
Accounts payable to related party		278,340			233,087
Advances payable		3,450			3,450
Advances payable to related party		12,314			2,314
Dividends payable on Series G preferred stock		—			2,062
Accrued interest payable		2,035			1,836
Total current liabilities		809,155			759,639

Notes payable, related party		54,156			54,156

TOTAL LIABILITIES		863,311			813,795

COMMITMENTS AND CONTINGENCIES

MEZZANINE EQUITY
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; 2,917,899,124 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 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		7,751,840			7,889,555
Preferred stock subscribed but not issued		50,000			50,000
Accumulated deficit		(11,531,046	)		(11,459,050	)

TOTAL STOCKHOLDERS' DEFICIT		(809,207	)		(773,820	)

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT	$	54,104		$	75,175


	Three Months Ended
	April 30,
	2023			2022

REVENUE	$	5,842		$	9,662
Cost of goods sold		3,038			4,538

Gross margin		2,804			5,124

OPERATING EXPENSES
Depreciation		19,726			19,726
Sales commissions		3,505			1,359
General and administrative expenses		50,781			75,501
Total operating expenses		74,012			96,586

LOSS FROM OPERATIONS		(71,208	)		(91,462	)

OTHER INCOME (EXPENSE)
Interest expense		(199	)		(15,734	)
Total other income (expense)		(199	)		(15,734	)

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		—			(2,429	)

Net loss available to common shareholders	$	(71,996	)	$	(109,625	)

Net loss per common share	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding – basic and diluted		2,910,381,521			1,824,868,256


				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, 2022	1,782,073,799	$	1,782,074	50,000	$	50	10,000	$	10	40,000	$	40	1,000,000	$	1,000	1,000,000	$	1,000	$	7,824,982		$	(10,882,188	)	$	—	$	(1,273,032	)
Common stock issued for preferred stock conversions	425,622,150		425,622	—		—	—		—	—		—	—		—	—		—		(199,110	)		—			—		226,512
Preferred stock subscribed but not issued	—		—	—		—	—		—	—		—	—		—	—		—		—			—			50,000		50,000
Dividends on Series G preferred stock	—		—	—		—	—		—	—		—	—		—	—		—		—			(2,429	)		—		(2,429	)
Net loss	—		—	—		—	—		—	—		—	—		—	—		—		—			(107,196	)				(107,196	)
Balance, April 30, 2022	2,207,695,949	$	2,207,696	50,000	$	50	10,000	$	10	40,000	$	40	1,000,000	$	1,000	1,000,000	$	1,000	$	7,625,872		$	(10,991,813	)	$	50,000	$	(1,106,145	)



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	174,323,810		174,324	—		—	—		—	—		—	—		—	—		—		(137,715	)		—			—		36,609
Net loss	—		—	—		—	—		—	—		—	—		—	—		—		—			(71,996	)		—		(71,996	)
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	)


	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		—		$	—

•	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

	April 30, 2023			January 31, 2023
Equipment	$	236,717		$	236,717
Total property and equipment		236,717			236,717
Less: accumulated depreciation		(207,083	)		(187,357	)
Property and equipment, net	$	29,634		$	49,360

1.	As of 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 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 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.

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

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

	Neutra Corp.


Date: June 22, 2023	BY: /s/ Sydney Jim
	Sydney Jim
	President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer, and Sole Director