NEUTRA CORP. - FORM 10-Q/A - September 22, 2020

Attached files

file	filename
EX-32 - SECTION 1350 CERTIFICATION - NEUTRA CORP.	ex_32-1.htm
EX-31 - RULE 13(A)-14(A)/15(D)-14(A) CERTIFICATION - NEUTRA CORP.	ex_31-1.htm
EX-21 - SUBSIDIARIES OF THE REGISTRANT - NEUTRA CORP.	ex_21.htm

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 July 31, 2020


[_]	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 September 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 July 31, 2020 (“Form 10-Q”) is to submit 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 July 31, 2020, filed with the Securities and Exchange Commission on September 14, 2020.

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

TABLE OF CONTENTS


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

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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, 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.

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NEUTRA CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	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		$	182,334

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

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NEUTRA CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	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

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

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NEUTRA CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)


	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	)

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

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NEUTRA CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT, continued

(UNAUDITED)


	Common Stock			Series E Preferred Stock			Additional Paid-In		Accumulated
	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	)

Common stock issued for debt conversion	137,649,292		137,650	—		—		71,448		—			209,098
Beneficial conversion discount on issuance of convertible note payable	—		—	—		—		60,000		—			60,000
Net loss	—		—	—		—		—		(137,798	)		(137,798	)

BALANCE, July 31, 2019	178,176,960	$	178,177	1,000,000	$	1,000	$	7,896,836	$	(9,129,697	)	$	(1,053,684	)

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

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NEUTRA CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six months ended July 31,
	2020			2019

CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(182,676	)	$	(266,010	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible note payable		72,621			153,626
Gain on extinguishment of convertible note payable		(61,421	)		(74,325	)
Depreciation		6,688			—

Changes in operating assets and liabilities:
Deposits		—			122,632
Prepaid expenses		—			(25,000	)
Inventory		1,968			—
Accounts payable and accrued liabilities		2,536			9,170
Accrued interest payable		36,101			61,124
NET CASH USED IN OPERATING ACTIVITIES		(124,183	)		(18,783	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(129,211	)		—
NET CASH USED IN INVESTING ACTIVITIES		(129,211	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Stock subscription received		50,000			—
Proceeds from sale of Series G convertible preferred stock		100,000			—
Proceeds from advance from related party		11,000			—
Proceeds from issuance of convertible notes payable		—			60,000
Repayments of convertible notes payable		(25,000	)		(41,217	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		136,000			18,783

NET DECREASE IN CASH		(117,394	)		—

CASH, at the beginning of the period		177,176			—

CASH, at the end of the period	$	59,782		$	—

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—

Noncash investing and financing transaction:
Conversion of convertible notes payable	$	98,840		$	257,896
Beneficial conversion discount on convertible notes payable	$	—		$	60,000
Deemed dividend on Series G convertible preferred stock	$	15,500		$	—

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

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NEUTRA CORP.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 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 six months ended July 31, 2020, the Company had a net loss of $182,676 and did not have positive cash flow from operations. As of July 31, 2020, the Company has negative working capital of $904,849.

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.

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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 condensed 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 condensed 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 six-month period ended July 31, 2020 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2021.

Basis of Presentation

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

Consolidated Financial Statements

The condensed 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 three years beginning when the asset is put in service. For the six months ended July 31, 2020, the Company recognized depreciation expense of $6,688. The Company did not record any depreciation expense during the six months ended July 31, 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 July 31, 2020 and January 31, 2020.

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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.

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 July 31, 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:


	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		$	—

Note 6. Related Party Transactions

During the six months ended July 31, 2020, we incurred and paid salary expense of $50,000 to our CEO, Sydney Jim. During the six months ended July 31, 2020, a company owned by Mr. Jim advanced $11,000 to the Company for working capital. This amount is non-interest bearing and payable on demand. As of July 31, 2020, we owe Mr. Jim, or entities controlled by him, $60,555, which is recorded on the balance sheet in “Accounts Payable – Related Party” and “Advances payable to related party.”

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Note 7. Advances

As of July 31, 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.

Note 8. Convertible Notes Payable

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


	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

Convertible Promissory Notes Issued for Cash

On May 21, 2019, we issued a convertible promissory note to a third party for cash proceeds of $60,000. The note is in the amount of $63,000, and it matures on March 21, 2020. The note bears interest at 8% and default interest at 22% per year. The note is convertible into shares of our common stock at a 39% discount to our lowest bid price over the preceding 15 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 $63,000 on May 21, 2019. 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 six months ended July 31, 2020 and 2019, we recorded amortization of discounts on convertible notes payable and recognized interest expense of $72,621 and $153,626, respectively.

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Settlement of Convertible Note Payable

During the six months ended July 31, 2020, the Company paid $25,000 to fully settle the convertible note payable dated May 26, 2016. At the time of the settlement, outstanding principal was $49,286 and accrued interest was $37,135. The Company recognized a gain on settlement of convertible note payable of $61,421 during the six months ended July 31, 2020. As a part of the settlement, the holder of the remaining notes dated October 31, 2015 and January 31, 2016 has agreed that it will not request conversion of any convertible notes payable through December 31, 2020.

During the six months ended July 31, 2019, the Company paid $40,000 to fully settle the convertible note payable dated July 31, 2015. At the time of the settlement, outstanding principal was $72,640 and accrued interest was $41,685. The Company recognized a gain on settlement of convertible note payable of $74,325 during the six months ended July 31, 2019.

Conversions to Common Stock

During the six months ended July 31, 2020, the holders of our convertible promissory notes converted $99,840 of principal and accrued interest into 767,367,387 shares of our common stock. During the six months ended July 31, 2019, the holders of our convertible promissory notes converted $257,896 of principal and accrued interest into 144,050,532 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.

Note 9. Shareholders’ Equity

Conversions to common stock

During six months ended July 31, 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
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

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During six months ended July 31, 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
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

No gain or loss was recognized on the above conversions as they occurred within the terms of the agreement which provided for conversion.

Series G convertible preferred stock

In July 2020, the Company issued 115,000 shares of Series G convertible preferred stock and received cash proceeds of $100,000. 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. Dividends are payable on liquidation, redemption or conversion. The Series G convertible preferred stock is redeemable at the option of the Company during the first six months it is outstanding at a premium of between 3% and 33% depending on the date of redemption. After the stock has been outstanding for six months, it is convertible into common stock of the Company at a 29% discount to the market value of the common stock. The Series G convertible preferred stock is included in mezzanine equity on the condensed consolidated balance sheet, because it is redeemable by the holders upon certain events of default which are not within the Company’s control. The $15,000 difference between the stated value of the stock and the proceeds received has been recognized as a deemed dividend to the preferred shareholders. During the six months ended July 31, 2020, the Company accrued dividends of $500.

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Series B convertible preferred stock

During the six months ended July 31, 2020, the Company received $50,000 for the subscription of 10,000 shares of Series B convertible preferred stock. These shares have not been formally designated and have not been issued as of July 31, 2020. The rights and privileges of ownership have not been designated. The $50,000 proceeds were recognized as Preferred stock subscribed but not issued on the Condensed Consolidated Balance Sheet.

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.

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, 2020, we had cash on hand of $59,782.

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.

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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.

Results of Operations

Six months ended July 31, 2020 compared to the six months ended July 31, 2019.

Revenue and Cost of Goods Sold

During the six months ended July 31, 2020, we recognized revenue of $6,741 and cost of goods sold of $1,912 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.

Depreciation

We recognized depreciation of $6,688 for the six months ended July 31, 2020 related to equipment which was placed in service during the current fiscal year.

General and Administrative Expenses

We recognized general and administrative expenses of $133,516 and $124,654 for the six months ended July 31, 2020 and 2019, respectively. The increase is primarily related to the increase in operating expenses as a result of beginning to manufacture and sell products.

Interest Expense

Interest expense decreased from $215,681 for the six months ended July 31, 2019 to $108,722 for the six months ended July 31, 2020. During the six months ended July 31, 2020, we amortized $72,621 of the discount on our convertible notes, compared to $153,626 for the comparable period of 2019. The remaining decrease is due to lower levels of outstanding debt.

Gain on Modification of Convertible Note Payable

Gain on modification of convertible notes payable was $61,421 and $74,325 for the six months ended July 31, 2020 and 2019, respectively. The gains were the result of settling outstanding debt for less the amount previously recognized.

Net Loss

We incurred a net loss of $182,676 for six months ended July 31, 2020 as compared to $266,010 for the comparable period of 2019.

Three months ended July 31, 2020 compared to the three months ended July 31, 2019.

Revenue and Cost of Goods Sold

During the three months ended July 31, 2020, we recognized revenue of $3,705 and cost of goods sold of $889 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.

Depreciation

We recognized depreciation of $6,688 for the three months ended July 31, 2020 related to equipment which was placed in service during the current fiscal year.

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General and Administrative Expenses

We recognized general and administrative expenses of $82,985 and $57,703 for the three months ended July 31, 2020 and 2019, respectively. The increase is primarily related to the increase in operating expenses as a result of beginning to manufacture and sell products.

Interest Expense

Interest expense decreased from $154,420 for the three months ended July 31, 2019 to $46,867 for the three months ended July 31, 2020. During the three months ended July 31, 2020, we amortized $30,082 of the discount on our convertible notes, compared to $127,333 for the comparable period of 2019. The remaining decrease is due to lower outstanding debt.

Gain on Modification of Convertible Note Payable

Net Loss

We incurred a net loss of $72,303 for three months ended July 31, 2020 as compared to $137,798 for the comparable period of 2019.

Liquidity and Capital Resources

At July 31, 2020, we had cash on hand of $59,782. We have negative working capital of $904,849. Net cash used in operating activities for the six months ended July 31, 2020 was $113,183. 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 July 31, 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.

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 July 31, 2020. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of July 31, 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.

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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.

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.

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

During three months ended July 31, 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
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	$	54,340	452,833,336

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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.”

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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 22, 2020	BY: /s/ Sydney Jim
	Sydney Jim
	President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer, and Sole Director

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