10-Q

NEUTRA CORP. (NTRR)

10-Q 2022-09-14 For: 2022-07-31
View Original
Added on April 06, 2026

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 July 31, 2022

or

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

For the transition period from _________ to _________

Commission File Number:

0-55077

NEUTRA CORP.

(Exact name of registrant as specified in its charter)

Wyoming 27-4505461
(State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification Number)
54 Sugar Creek Center Blvd., Suite 200<br><br>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 September 14, 2022, 2,300,718,171 shares of common stock are issued and outstanding.


TABLEOF CONTENTS

PART IFINANCIAL INFORMATION 4
Item 1. Financial Statements 4
Consolidated Balance Sheets (unaudited) 4
Consolidated Statements of Operations (unaudited) 5
Consolidated Statements of Stockholders’ Deficit (unaudited) 6-7
Consolidated Statement of Changes in Mezzanine Equity(unaudited) 8
Consolidated Statements of Cash Flows (unaudited) 9
Notes to the Unaudited Consolidated Financial Statements 10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
Item 3. Quantitative and Qualitative Disclosures about Market Risk 18
Item 4. Controls and Procedures 18
PART IIOTHER INFORMATION 19
Item 1. Legal Proceedings 19
Item 1A. Risk Factors 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults upon Senior Securities 19
Item 4. Mine Safety Disclosures 19
Item 5. Other Information 19
Item 6. Exhibits 20
Signatures 20
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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. 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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PARTI — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NEUTRA CORP.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

January 31,
2022
(AUDITED)
CURRENT ASSETS
Cash and cash equivalents 26,325 $ 1,056
Deposits 1,610 1,610
Inventory 25,108
Total current assets 53,043 2,666
Property and equipment, net 88,813 128,266
TOTAL ASSETS 141,856 $ 130,932
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses 498,542 $ 526,638
Accounts payable to related party 188,087 131,755
Advances payable 3,450 3,450
Advances payable to related party 2,314 2,314
Dividends payable on Series G preferred stock 1,349 7,816
Convertible notes payable, in default 239,711 239,711
Accrued interest payable 272,790 242,280
Total current liabilities 1,206,243 1,153,964
Notes payable, related party 56,800
TOTAL LIABILITIES 1,263,043 1,153,964
COMMITMENTS AND CONTINGENCIES
MEZZANINE EQUITY
Series G preferred stock; 1.00 stated value, 60,200 shares and 250,000 shares issued and outstanding at July 31, 2022 and January 31, 2022, respectively 60,200 250,000
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 July 31, 2022 and January 31, 2022, respectively 2,300,718 1,782,074
Preferred stock, 0.001 par value; 20,000,000 shares authorized:
Series A convertible preferred stock; 50,000 shares issued and outstanding at July 31, 2022 and January 31, 2022 50 50
Series B convertible preferred stock; 10,000 and 0shares issued and outstanding at July 31, 2022 and January 31, 2022 10 10
Series C convertible preferred stock; 40,000 and 0 shares issued and outstanding at July 31, 2022 and January 31, 2022 40 40
Series E preferred stock, 1,000,000 shares issued and outstanding at July 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 July 31, 2022 and January 31, 2022 1,000 1,000
Additional paid-in capital 7,566,337 7,824,982
Preferred stock subscribed but not issued 50,000
Accumulated deficit (11,100,542 ) (10,882,188 )
TOTAL STOCKHOLDERS' DEFICIT (1,181,387 ) (1,273,032 )
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT 141,856 $ 130,932

All values are in US Dollars.

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 Six Months Ended
July 31, July 31,
2022 2021 2022 2021
REVENUE $ 29,032 $ 15,807 $ 38,694 $ 27,360
Cost of goods sold 12,479 16,331 17,017 26,592
Gross margin 16,553 (524 ) 21,677 768
OPERATING EXPENSES
Depreciation 19,727 20,120 39,453 38,332
Sales commissions 14,158 6,323 15,517 9,237
General and administrative expenses 65,018 98,133 140,519 201,002
Total operating expenses 98,903 124,576 195,489 248,571
LOSS FROM OPERATIONS (82,350 ) (125,100 ) (173,812 ) (247,803 )
OTHER INCOME (EXPENSE)
Interest expense (15,076 ) (15,783 ) (30,810 ) (30,396 )
Total other income (expense) (15,076 ) (15,783 ) (30,810 ) (30,396 )
Net loss $ (97,426 ) $ (140,883 ) $ (204,622 ) $ (278,199 )
Deemed dividend on Series G convertible preferred stock (11,303 ) (24,017 ) (13,732 ) (52,877 )
Net loss available to common shareholders $ (108,729 ) $ (164,900 ) $ (218,354 ) $ (331,076 )
Net loss per common share $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 )
Weighted average shares outstanding - basic and diluted 2,256,304,645 1,520,800,025 2,130,460,104 1,512,466,902

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 )
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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 )
Common stock issued for preferred stock conversions 93,022,222 93,022 (59,535 ) 33,487
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 )
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 )

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, 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

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)

Six Months Ended
July 31,
2022 2021
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (204,622 ) $ (278,199 )
Adjustments to reconcile net loss to net cash provided by (used in) in operating activities:
Depreciation 39,453 38,332
Changes in operating assets and liabilities
Accounts receivable (3,818 )
Inventory (25,108 )
Accounts payable and accrued liabilities (28,096 ) 9,237
Accounts payable to related party 56,332
Accrued interest payable 30,510 30,394
NET CASH USED IN OPERATING ACTIVITIES (131,531 ) (204,054 )
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (40,226 )
NET CASH USED IN INVESTING ACTIVITIES (40,226 )
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of advance from related party (10,422 )
Stock subscriptions received 50,000
Proceeds from sale of Series G convertible preferred stock 50,000 221,250
Proceeds from issuance of note payable 60,000 11,262
Repayments of notes payable (3,200 )
NET CASH PROVIDED BY FINANCING ACTIVITIES 156,800 222,090
NET CHANGE IN CASH AND CASH EQUIVALENTS 25,269 (22,190 )
Cash and cash equivalents at beginning of period 1,056 23,308
Cash and cash equivalents at end of period $ 26,325 $ 1,118
Cash paid during the period for:
Interest $ 300 $
Taxes $ $
Noncash investing and financing transactions:
Conversion of mezzanine equity $ 217,800 $ 156,300
Deemed dividend on mezzanine equity $ 10,200 $ 42,750

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

July 31, 2022

Note 1. Background Information

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

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

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

Note 2. Going Concern

For the six months ended July 31, 2022, the Company

had a net loss of $204,622 and did not have positive cash flow from operations. As of July 31, 2022, the Company has negative working capital of $1,153,200.

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, 2022 and notes thereto and other pertinent information contained in our Form 10-K that we filed with the Securities and Exchange Commission (the “SEC”).

The results of operations for the six month period ended July 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2023.

Basis of Presentation

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

Consolidated Financial Statements

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, Diamond Anvil Designs, LLC Deity Corporation and Vivis Corporation (Vivis), from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation.

Use of Estimates

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

Inventory

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

Property and Equipment, net

Property and equipment consist of equipment used to

manufacture the Company’s products and is presented at cost. Depreciation is recognized over the useful life of the equipment on a straight-line basis over three years beginning when the asset is put in service. For the six months ended July 31, 2022 and 2021, the Company recognized depreciation expense of $39,453 and $38,332, 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, 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 July 31, 2022 and January 31, 2022.

Mezzanine equity

Where ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future.

Subsequentevents

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

Note 5. Property and equipment, net

Property and equipment consist of the following:

July 31, 2022 January 31, 2022
Equipment $ 236,717 $ 236,717
Total property and equipment 236,717 236,717
Less: accumulated depreciation (147,904 ) (108,451 )
Property and equipment, net $ 88,813 $ 128,266

Note 6. Related Party Transactions

During the six months ended July 31, 2022 and 2021, we incurred salary expense of $

50,000

to our CEO, Sydney Jim. I

n addition, we incurred commission

expense of $2,345 during the six months ended July 31, 2022 to Mr. Jim, and owed a total of $29,169 and $26,824 in accrued commissions as of July 31, 2022 and January 31, 2022, respectively.

As of July 31,

2022 and January 31, 2022, we owed Mr. Jim, or entities controlled by him, $186,490 and $131,755 which is recorded on the balance sheet in “Accounts Payable – Related Party”, respectively, and $2,314 in “Advances payable to related party.”

During the six months ended July 31, 2021, the Company acquired the assets of Deity Corporation, a Texas corporation which the Sydney Jim, the Company’s CEO, had a controlling interest in that will produce hemp and cannabis products. The transaction was considered an asset acquisition, as there were no operations of Deity Corporation prior to the transaction. The Company received the formulas for certain hemp and cannabis-based products and a website to market the products that will be produced. In exchange, the Company will pay to Mr. Jim 60% of the revenue from Deity Corporation sales until a total of $250,000 is reached, at which point the Company will pay 20% of Deity Corporation revenue to Mr. Jim.

On March 11, 2022, the Company entered into a loan

agreement for $60,000 of proceeds with the holder of the Company’s Series A and B preferred stock. The loan is unsecured and bears interest at 6%. The Company will make monthly payments of $4,240 per month beginning in April 2022 through the maturity at June 18, 2023. As of July 31, 2022, the note principal balance was $56,800 and accrued interest was $793.

Note 7. Advances and Notes Payable

As of July 31, 2022 and January 31, 2021, we had amounts

due under advances of $3,450 at each period. These advances are not collateralized, non-interest bearing and are due on demand.

On March 11, 2022, the Company entered into a loan

agreement for $60,000 of proceeds with the holder of the Company’s Series A and B preferred stock. The loan is unsecured and bears interest at 6%. The Company will make monthly payments of $4,240 per month beginning in April 2022 through the maturity at June 18, 2023. As of July 31, 2022, the note principal balance was $56,800 and accrued interest was $793.

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Note 8. Convertible Notes Payable

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

July 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 convertible notes payable, net of discount $ $

Accrued interest on convertible notes payable was

$271,997 and $242,280 as of July 31, 2022 and January 31, 2022, respectively.

Note 9. Shareholders’ Equity

Series A Preferred Stock. In January

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

Series B Preferred Stock. In July

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

Series C Preferred Stock. In November

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

Series E preferred stock issued for services

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

Series F preferred stock issued for services

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

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Series G convertible preferred stock

During the six months ended July 31, 2022, the Company

issued 60,200 shares of Series G convertible preferred stock and received cash proceeds of $50,000. The Series G convertible preferred stock has a stated value of $1.00 per share, carries no voting rights and earns dividends of 8% per annum on the stated value of the stock. During the six months ended July 31, 2022, the Company accrued dividends of $3,532, and the holder of the Series G convertible preferred stock converted 250,000 shares and accrued dividends of $10,000 into 518,644,372 shares of common stock. During the six months ended July 31, 2021, the Company accrued dividends of $10,127, and the holder of the Series G convertible preferred stock converted 156,300 shares and accrued dividends of $5,770 into 70,522,075 shares of common stock.

Preferred Stock Subscription

On February 23, 2022, the Company sold 10,000 shares

of preferred stock not yet designated for cash proceeds of $50,000.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSISOF 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 July 31, 2022, we had cash on hand of $26,325.

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 July 31, 2022 compared to thethree months ended July 31, 2021

Revenue and Cost of Goods Sold

During the three months ended July 31, 2022 and 2021, we recognized revenue of $29,032 and cost of goods sold of $12,479 related to the sales of CBD products. During the three months ended July 31, 2021, we recognized revenue of $15,807 and cost of goods sold of $16,331. The increases in revenue and gross margin are from the expansion of the Company’s wholesale distribution customers.

Depreciation

We recognized depreciation of $19,727 for the three months ended July 31, 2022 compared to $20,120 for the three months ended July 31, 2021.

General and Administrative Expenses

We recognized general and administrative expenses of $65,018 and $98,133 for the three months ended July 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 $15,076 and $15,783 for the three months ended July 31, 2022 and 2021, respectively, from outstanding convertible notes payable.

Net Loss

We incurred a net loss of $97,426 for three months ended July 31, 2022 as compared to $140,883 for the comparable period of 2021.

Six months ended July 31, 2022 compared to thesix months ended July 31, 2021

Revenue and Cost of Goods Sold

During the six months ended July 31, 2022 and 2021, we recognized revenue of $38,694 and cost of goods sold of $17,017 related to the sales of CBD products. During the six months ended July 31, 2021, we recognized revenue of $27,360 and cost of goods sold of $26,592. The increases in revenue and gross margin are from the expansion of the Company’s wholesale distribution customers.

Depreciation

We recognized depreciation of $39,453 for the six months ended July 31, 2022 compared to $38,332 for the six months ended July 31, 2021.

General and Administrative Expenses

We recognized general and administrative expenses of $140,519 and $201,002 for the six months ended July 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 $30,810 and $30,396 for the six months ended July 31, 2022 and 2021, respectively, from outstanding convertible notes payable.

Net Loss

We incurred a net loss of $204,622 for six months ended July 31, 2022 as compared to $278,199 for the comparable period of 2021.

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Liquidity and Capital Resources

At July 31, 2022, we had cash on hand of $26,325. We have negative working capital of $1,153,200. Net cash used in operating activities for the six months ended July 31, 2022 was $131,531. The Company had net cash provided by financing activities of $156,800 for the six months ended July 31, 2022, with $50,000 of proceeds from preferred stock subscriptions, $50,000 proceeds from the sale of additional shares of Series G preferred stock, and $60,000 of proceeds from notes payable. 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 July 31, 2022.

Additional Financing

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

Off Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK

This item is not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Internal Control overFinancial Reporting

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

1. As of July 31, 2022, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
2. As of July 31, 2022, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.
3. As of July 31, 2022, we did not maintain effective controls over transactions with related parties. Specifically, controls were not designed and in place to ensure that all transactions with related parties were captured and tracked in our financial statements. The Company has no formal process related to the identification and approval of related party transactions. Management has determined that this control deficiency constitutes a material weakness.

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

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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.

PARTII — 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 SECURITIESAND USE OF PROCEEDS

During the three months ended July 31, 2022, the holders of our Series G preferred stock elected to convert preferred shares into shares of common stock as detailed below:

Date PreferredSharesConverted Number ofShares Issued
June 8, 2022 20,000 57,777,778
June 21, 2022 12,200 35,244,444
Total 32,200 93,022,222

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.

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ITEM 6. EXHIBITS

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

__________

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

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: September 14, 2022 BY: /s/ Sydney Jim
Sydney Jim
President, Secretary, Treasurer, Principal Executive Officer,<br><br> <br>Principal Financial and Accounting Officer, and Sole Director
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Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

Diamond Anvil Designs, LLC, a Texas limited-liability corporation, is a wholly owned subsidiary of Neutra Corp.

Vivis Corporation, a Wyoming corporation, is a wholly owned subsidiary of Neutra Corp.

Deity Corporation, a Texas corporation, is a wholly owned subsidiary of Neutra Corp.


Exhibit 31.1

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Sydney Jim, certify that:

  1. I have reviewed this quarterly report on Form 10-Q for the period ended July 31, 2022 of Neutra Corp.

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

  4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  1. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 14, 2022 BY: /s/ Sydney Jim
Sydney Jim
President, Secretary, Treasurer, Principal Executive Officer, <br> Principal Financial and Accounting Officer and Sole Director

Exhibit 32.1

SECTION 1350 CERTIFICATION

In connection with the quarterly report of Neutra Corp. (the “Company”) on Form 10-Q for the period ended July 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Sydney Jim, President of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition<br> and result of operations of the Company.
Date: September 14, 2022 BY: /s/ Sydney Jim
--- ---
Sydney Jim
President, Secretary, Treasurer, Principal Executive Officer, <br> Principal Financial and Accounting Officer and Sole Director

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.