Neutra Corp 10-Q, filed Sep 14, 2020

Neutra Corp. (NTRR)

10-Q 2020-09-14 For: 2020-07-31

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Added on April 06, 2026

About this 10-Q

Neutra Corp filed this 10-Q on September 14, 2020, covering the quarter ended July 31, 2020.

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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	4

Item 1. Financial Statements	4

Condensed Consolidated Balance Sheets (unaudited)	4

Condensed Consolidated Statements of Operations (unaudited)	5

Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)	6-7

Condensed Consolidated Statements of Cash Flows (unaudited)	8

Notes to the Unaudited Condensed Consolidated Financial Statements	9-15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15-17

Item 3. Quantitative and Qualitative Disclosures about Market Risk	17

Item 4. Controls and Procedures	17-18

PART II — OTHER INFORMATION	18

Item 1. Legal Proceedings	18

Item 1A. Risk Factors	18

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18

Item 3. Defaults upon Senior Securities	19

Item 4. Mine Safety Disclosures	19

Item 5. Other Information	19

Item 6. Exhibits	19

Signatures	20


	July 31, 2020			January 31, 2020
ASSETS

CURRENT ASSETS
Cash	$	59,782		$	177,176
Deposits		1,658			1,658
Inventory		1,532			3,500
Total current assets		62,972			182,334

Property and equipment, net		122,523			—

TOTAL ASSETS	$	185,495		$	182,334

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	413,156		$	410,620
Accounts payable to related party		131,755			131,755
Advances payable		3,450			3,450
Advance payable to related party		11,000			—
Convertible notes payable, in default		239,711			288,997
Convertible notes payable, net of discount of $— and $72,621, respectively		—			23,379
Accrued interest payable		168,749			173,623
Total current liabilities		967,821			1,031,824

TOTAL LIABILITIES		967,821			1,031,824

COMMITMENTS AND CONTINGENCIES		—			—

MEZZANINE EQUITY
Series G preferred stock; $1.00 stated value, 115,000 shares issued and outstanding at July 31, 2020		115,500			—

STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; unlimited shares authorized; 1,383,565,422 and 616,198,035 shares issued and outstanding at July 31, 2020 and January 31, 2020, respectively		1,383,565			616,198
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, 2020 and January 31, 2020		50			50
Series E preferred stock, 1,000,000 shares issued and outstanding at July 31, 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 July 31, 2020 and January 31, 2020		1,000			1,000
Preferred stock subscribed but not issued		50,000			—
Additional paid-in capital		7,424,043			8,091,570
Accumulated deficit		(9,757,484	)		(9,559,308	)
Total stockholders’ deficit		(897,826	)		(849,490	)

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT	$	185,495		$	177,176


	Six months ended July 31,						Three months ended July 31,
	2020			2019			2020			2019

REVENUE	$	6,741		$	—		$	3,705		$	—
COST OF GOODS SOLD		1,912			—			889			—
GROSS MARGIN		4,829			—			2,816			—

OPERATING EXPENSES
Depreciation		6,688			—			6,688			—
General and administrative		133,516			124,654			82,985			57,703

LOSS FROM OPERATIONS		(135,375	)		(124,654	)		(86,857	)		(57,703	)

OTHER INCOME (EXPENSE)
Interest expense		(108,722	)		(215,681	)		(46,867	)		(154,420	)
Gain on settlement of debt		61,421			74,325			61,421			74,325
Total other income (expense)		(47,301	)		(141,356	)		14,554			(80,095	)

NET LOSS	$	(182,676	)	$	(266,010	)	$	(72,303	)	$	(137,798	)

Deemed dividend on Series G convertible preferred stock		(15,500	)		—			(15,500	)		—

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(198,176	)	$	—		$	(87,803	)	$	—

NET LOSS PER COMMON SHARE – Basic and fully diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and fully diluted		689,795,022			64,486,076			984,251,075			91,865,831


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


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


	Common Stock			Series A Convertible Preferred Stock			Series E Preferred Stock			Series F Preferred Stock			Additional Paid-In			Accumulated			Stock subscribed but not
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital			Deficit			Issued		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 issued for debt conversion	452,833,336		452,833	—		—	—		—	—		—		(398,493	)		—			—		54,340
Cash received for stock subscription	—		—	—		—	—		—	—		—		—			—			50,000		50,000
Deemed dividend on Series G convertible preferred stock	—		—	—		—	—		—	—		—		—			(15,500	)		—		(15,500	)
Net loss	—		—	—		—	—		—	—		—		—			(72,303	)		—		(72,303	)

BALANCE, July 31, 2020	1,383,565,422	$	1,383,565	50,000	$	50	1,000,000	$	1,000	1,000,000	$	1,000	$	7,424,043		$	(9,757,484	)	$	50,000	$	(897,826	)


	July 31, 2020			January 31, 2020
Equipment	$	129,211		$	—
Total property and equipment		129,211			—
Less: accumulated depreciation		(6,688	)		—
Property and equipment, net	$	122,523		$	—


	July 31, 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		—			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		—			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
Total convertible notes payable	$	239,711		$	384,997
Less: discount on current convertible notes payable		—			(71,621	)
Less: convertible notes payable, in default		(239,711	)		(288,997	)
Current convertible notes payable, net of discount	$	—		$	24,379


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
May 7, 2020		4,800	40,000,000
May 11, 2020		4,820	40,166,667
May 13, 2020		4,800	40,000,000
May 18, 2020		6,200	51,666,667
May 20, 2020		6,200	51,666,667
May 21, 2020		6,200	51,666,667
May 26, 2020		6,200	51,666,667
May 26, 2020		6,200	51,666,667
May 27, 2020		6,200	51,666,667
May 27, 2020		2,720	22,666,667
Total	$	99,840	767,367,387


1.	As of July 31, 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 July 31, 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 July 31, 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. 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.


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)	To be submitted by amendment.


	Neutra Corp.


Date: September 14, 2020	BY: /s/ Sydney Jim
	Sydney Jim
	President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer, and Sole Director


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
May 9, 2019		10,000	1,639,344
May 17, 2019		8,600	2,000,000
May 20, 2019		8,600	2,000,000
May 28, 2019		7,750	2,236,589
May 31, 2019		8,200	2,000,000
June 3, 2019		8,200	2,000,000
June 5, 2019		6,800	2,000,000
June 5, 2019		7,761	2,565,511
June 7, 2019		6,600	2,000,000
June 10, 2019		6,000	2,000,000
June 12, 2019		7,773	5,047,474
June 12, 2019		4,600	2,000,000
June 13, 2019		6,900	3,000,000
June 13, 2019		7,800	3,391,304
June 14, 2019		7,800	3,391,304
June 14, 2019		7,404	5,049,494
June 17, 2019		5,300	4,076,923
June 18, 2019		5,300	4,076,923
June 18, 2019		5,942	5,144,165
June 20, 2019		4,900	4,083,333
June 21, 2019		1,520	1,551,020
June 21, 2019		8,428	9,577,773
July 1, 2019		4,700	4,795,918
July 1, 2019		4,700	4,795,918
July 2, 2019		4,700	4,795,918
July 3, 2019		4,700	4,795,918
July 8, 2019		6,300	6,428,571
July 8, 2019		6,200	6,326,531
July 9, 2019		6,300	6,428,571
July 10, 2019		1,920	2,086,957
July 23, 2019		9,122	13,820,803
July 26, 2019		8,278	12,543,030
Total	$	257,896	144,050,632


1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.