NEUTRA CORP. - FORM 10-Q

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

(MARK ONE)


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

For the quarterly period ended April 30, 2021


[_]	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 June 14, 2021, 1,518,950,011 shares of common stock are issued and outstanding.

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 Mezzanine Equity(unaudited)	8

Condensed Consolidated Statements of Cash Flows (unaudited)	9

Notes to the Unaudited Condensed Consolidated Financial Statements	10

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk	15

Item 4. Controls and Procedures	16

PART II — OTHER INFORMATION	16

Item 1. Legal Proceedings	16

Item 1A. Risk Factors	16

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

Item 3. Defaults upon Senior Securities	17

Item 4. Mine Safety Disclosures	17

Item 5. Other Information	17

Item 6. Exhibits	17

Signatures	17

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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, 2021. 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)


	April 30, 2021			January 31, 2021
ASSETS

CURRENT ASSETS
Cash	$	18,679		$	23,308
Deposits		1,610			1,610
Accounts receivable		190			25
Total current assets		20,479			24,943

Property and equipment, net		187,838			165,824

TOTAL ASSETS	$	208,317		$	190,767

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	429,396		$	426,482
Accounts payable to related party		131,755			131,755
Advances payable		3,450			3,450
Advance payable to related party		2,314			16,236
PPP loan payable		11,262			—
Dividends payable on Series G preferred stock		3,968			2,634
Convertible notes payable, in default		239,711			239,711
Accrued interest payable		196,287			181,675
Total current liabilities		1,018,143			1,001,943

TOTAL LIABILITIES		1,018,143			1,001,943

COMMITMENTS AND CONTINGENCIES		—			—

MEZZANINE EQUITY
Series G preferred stock; $1.00 stated value, 235,700 shares and 156,300 shares issued and outstanding at April 30, 2021 and January 31, 2021, respectively		235,700			156,300

STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; unlimited shares authorized; 1,518,950,011 and 1,492,765,422 shares issued and outstanding at April 30, 2021 and January 31, 2021, respectively		1,518,950			1,492,765
Preferred stock, $0.001 par value; 20,000,000 shares authorized:
Series A convertible preferred stock; 50,000 shares issued and outstanding at April 30, 2021 and January 31, 2021		50			50
Series E preferred stock, 1,000,000 shares issued and outstanding at April 30, 2021 and January 31, 2021		1,000			1,000
Series F preferred stock, $0.001 par value; 1,000,000 shares issued and outstanding at April 30, 2021 and January 31, 2021		1,000			1,000
Additional paid-in capital		7,489,650			7,427,709
Preferred stock subscribed but not issued		250,000			250,000
Accumulated deficit		(10,306,176	)		(10,140,000	)
Total stockholders’ deficit		(1,045,526	)		(967,476	)

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT	$	208,317		$	190,767

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)


	Three months ended April 30,
	2021			2020

REVENUE	$	11,553		$	3,036
COST OF GOODS SOLD		10,261			1,023
GROSS MARGIN		1,292			2,013

OPERATING EXPENSES
Depreciation		18,212			—
Sales commissions		2,914			—
General and administrative		102,869			50,531

LOSS FROM OPERATIONS		(122,703	)		(48,518	)

OTHER INCOME (EXPENSE)
Interest expense		(14,613	)		(61,855	)
Total other income (expense)		(14,613	)		(61,855	)

NET LOSS	$	(137,316	)	$	(110,373	)

Deemed dividend on Series G convertible preferred stock		(28,860	)		—

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(166,176	)	$	(110,373	)

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

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and fully diluted		1,503,852,887			684,755,781

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, 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 conversion	26,184,589		26,185	—		—	—		—	—		—		61,941		—			—		88,126
Dividends on Series G preferred stock	—		—	—		—	—		—	—		—		—		(4,260	)		—		(4,260	)
Deemed dividend on Series G 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	)

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 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	)

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

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NEUTRA CORP.

CONSOLIDATED STATEMENT OF CHANGE IN MEZZANINE EQUITY


	Series G Preferred Stock
	Shares			Amount

Balance, January 31, 2021		156,300		$	156,300

Series G preferred stock issued for cash		164,600			164,600
Series G preferred stock converted to common stock		(85,200	)		(85,200	)

Balance, April 30, 2021		235,700		$	235,700

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

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NEUTRA CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three months ended April 30,
	2021			2020

CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(137,316	)	$	(110,373	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible note payable		—			42,539
Depreciation		18,212			—

Changes in operating assets and liabilities:
Accounts receivable		(165	)		—
Prepaid expenses		—			—
Inventory		—			1,005
Accounts payable and accrued liabilities		2,914			101
Accrued interest payable		14,612			19,317
NET CASH USED IN OPERATING ACTIVITIES		(101,743	)		(47,411	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(40,226	)		(80,254	)
NET CASH USED IN INVESTING ACTIVITIES		(40,226	)		(80,254	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of advance from related party		(13,922	)		—
Proceeds from sale of Series G convertible preferred stock		140,000			—
Proceeds from issuance of note payable		11,262			—
NET CASH PROVIDED BY FINANCING ACTIVITIES		137,340			—

NET DECREASE IN CASH		(4,629	)		(127,665	)

CASH, at the beginning of the period		23,308			177,176

CASH, at the end of the period	$	18,679		$	49,511

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

Noncash investing and financing transaction:
Conversion of Series G preferred stock	$	85,200		$	—
Conversion of convertible notes payable	$	—		$	45,500
Beneficial conversion discount on convertible notes payable	$	—		$	—
Deemed dividend on Series G convertible preferred stock	$	24,600		$	—

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

APRIL 30, 2021

Note 1. Background Information

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

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

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

Note 2. Going Concern

For the three months ended April 30, 2021, the Company had a net loss of $137,316 and did not have positive cash flow from operations. As of April 30, 2021, the Company has negative working capital of $997,664.

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 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, 2021 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 three-month period ended April 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2022.

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 (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.

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 three months ended April 30, 2021, the Company recognized depreciation expense of $18,212. The Company did not record any depreciation expense during the three months ended April 30, 2020.

Revenue Recognition

On February 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, and the related guidance in ASC 340 40 (collectively, the new revenue standard) using the modified retrospective method applied to those contracts which were not completed as of February 1, 2018. Under the modified retrospective method, the Company recognizes the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings; however, no adjustment was required as a result of adopting the new revenue standard. Results for reporting periods beginning after February 1, 2019 are presented under the new revenue standard. The comparative information has not been restated.

ASC 606 requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For the three months ended April 30, 2021 and 2020, revenue from contracts with customers was $11,553 and $3,036, respectively.

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.

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Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of April 30, 2021 and January 31, 2021.

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.

Note 4. Deposits

Deposits represent cash on deposit with the Company’s attorney. As of April 30, 2021 and January 31, 2021, the Company had amounts on deposit with its attorney in the amount of $1,610 and $1,610, respectively.

Note 5. Property and equipment, net

Property and equipment consist of the following:


	April 30, 2021			January 31, 2021
Equipment	$	236,716		$	196,490
Total property and equipment		236,716			196,490
Less: accumulated depreciation		(48,878	)		(30,666	)
Property and equipment, net	$	187,838		$	165,824

Note 6. Related Party Transactions

During the three months ended April 30, 2021, we incurred and paid salary expense of $25,000 to our CEO, Sydney Jim. In addition, we incurred commission expense of $2,914 payable to Mr. Jim during the same period. The commissions were not paid during the period. During the three months ended April 30, 2021, the Company repaid advances of $13,922 owed to Mr. Jim. As of April 30, 2021, we owe Mr. Jim, or entities controlled by him, $46,633, which is recorded on the balance sheet in “Accounts Payable – Related Party” and “Advances payable to related party.”

Note 7. Advances

As of April 30, 2021 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.

Note 8. Convertible Notes Payable

Convertible notes payable consists of the following as of April 30, 2021 and January 31, 2021:


	April 30, 2021			January 31, 2021
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
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	$	—		$	—

- 12 -

Convertible Promissory Notes

During the three months ended April 30, 2021 and 2020, we recorded amortization of discounts on convertible notes payable and recognized interest expense of $nil and $42,539, respectively.

Conversions to Common Stock

During the three months ended April 30, 2020, the holders of our convertible promissory notes converted $45,500 of principal into 314,534,051 shares of our common stock.

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 three months ended April 30, 2021, the holders of our Series G preferred stock elected to preferred shares and accumulated dividends into shares of common stock as detailed below:


Date	Preferred Shares Converted		Amount Converted		Number of Shares Issued
March 4, 2021		48,200	$	49,646	15,190,303
April 19, 2021		37,000		38,480	10,994,286
Total		85,200	$	88,126	26,184,589

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


Date	Amount Converted		Number of Shares Issued
March 3, 2020	$	9,500	30,645,161
March 20, 2020		5,800	32,222,222
April 1, 2020		3,800	31,666,667
April 3, 2020		3,800	31,666,667
April 13, 2020		3,800	31,666,667
April 16, 2020		4,400	36,666,667
April 20, 2020		4,800	40,000,000
April 24, 2020		4,800	40,000,000
April 27, 2020		4,800	40,000,000
Total	$	45,500	314,534,051

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 three months ended April 30, 2021, the Company issued 164,600 shares of Series G convertible preferred stock and received cash proceeds of $140,000. 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 convertible at the stated value into a variable number of shares. The $24,600 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 three months ended April 30, 2021, the Company accrued dividends of $4,260.

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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 April 30, 2021, we had cash on hand of $18,679.

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

Critical Accounting Policies

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

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

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the year ended January 31, 2021 on Form 10-K.

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Results of Operations

Three months ended April 30, 2021 compared to the three months ended April 30, 2020.

Revenue and Cost of Goods Sold

During the three months ended April 30, 2021 and 2020, we recognized revenue of $11,553 and $3,036, respectively, related to the sales of CBD products. We are continuing to grow our customer base with the goal of increasing sales.

During the three months ended April 30, 2021 and 2020, we recognized cost of goods sold of $10,261 and $1,023 related to revenue durin the period.

Depreciation

We recognized depreciation of $18,212 for the three months ended April 30, 2021.

General and Administrative Expenses

We recognized general and administrative expenses of $102,869 and $50,531 for the three months ended April 30, 2021 and 2020, respectively. The increase is related is primarily related to increased tools, equipment and marketing expense related to increasing our level of operations. .

Interest Expense

Interest expense decreased from $61,855 for the three months ended April 30, 2020 to $14,613 for the three months ended April 30, 2021. The decrease is due to lower outstanding debt and lower amortization of debt discounts.

Net Loss

We incurred a net loss of $137,316 for three months ended April 30, 2021 as compared to $110,373 for the comparable period of 2020.

Liquidity and Capital Resources

At April 30, 2021, we had cash on hand of $18,679. We have negative working capital of $997,664. Net cash used in operating activities for the three months ended April 30, 2021 was $101,743. Cash on hand is adequate to fund our operations for less than three months. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to us. We have no material commitments for capital expenditures as of April 30, 2021.

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.

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ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Internal Control over Financial Reporting

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2021. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of April 30, 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 April 30, 2021, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

2.	As of April 30, 2021, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

3.	As of April 30, 2021, 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.

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

During three months ended April 30, 2021, the holders of our Series G preferred stock elected to convert preferred shares into shares of common stock as detailed below:


Date	Preferred Shares Converted		Number of Shares Issued
March 4, 2021		48,200	15,190,303
April 19, 2021		37,000	10,994,286
Total		85,200	26,184,589

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: June 21, 2021	BY: /s/ Sydney Jim
	Sydney Jim
	President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer, and Sole Director

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