The accompanying footnotes are an integral part of
these unaudited consolidated financial statements.
The accompanying footnotes are an integral part of
these unaudited consolidated financial statements.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2022
Note 1. Background Information
Neutra Corp. was incorporated in Nevada on January
11, 2011, to market and participate in the nutraceutical space by bringing products derived from all natural and organic origins. Along
with participating in the actual nutraceutical products, we plan to research and bring new technology to the nutraceutical space. Nutraceutical
natural medicine is an alternative system that focuses on natural remedies and the body’s vital ability to heal and maintain itself.
One of the nutraceutical sub-markets is the new thriving medical cannabis market, in which we intend to participate. We intend to entrust
the manufacturing to a nutraceutical contractor to private label all of our products and to sell them under our unique brand. We have
established a fiscal year end of January 31.
As the global cannabis market grows exponentially,
it is constantly in need of better technologies and products to be more efficient in how it grows, what it grows and how it consumes cannabis
and its related products. From lighting to dosage devices, from pesticide replacements to plant enhancers, Neutra Corp. is constantly
combing the industry for the latest and greatest to test, prove and bring to market.
We have generated limited revenues to date and our
activities have been primarily limited to developing our business plan and research and development of products. We will not have the
necessary capital to fully develop or execute our business plan until we are able to secure additional financing. There can be no assurance
that such financing will be available on suitable terms. We need to raise additional funds in order to implement our business plan. Our
current cash on hand is insufficient to commercialize our products or fully develop our business strategy. If we are unable to raise adequate
additional funds or if those funds are not available on terms that are acceptable to us, we will not be able to execute our business plan
and we may cease operations.
Note 2. Going Concern
For the nine months ended October 31, 2022, the Company had a net loss
of $286,414 and did not have positive cash flow from operations. As of October 31, 2022, the Company has negative working capital of $1,218,483.
These factors raise a substantial doubt about the
Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that
may result from the possible inability of the Company to continue as a going concern.
The Company does not have the resources at this time
to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business
plan. Without additional capital, the Company will not be able to remain in business.
Management has plans to address the Company’s
financial situation as follows:
In the near term, management plans to continue to
focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing
to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue
to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional
funding and the potential inability to achieve profitability raises doubts about the Company’s ability to continue as a going concern.
In the long term, management believes that the Company’s
projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s
future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company
will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt
or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to
achieve adequate profitability and cash flows from operations to sustain its operations.
Note 3. Significant Accounting Policies
The significant accounting policies that the Company
follows are:
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Interim Financial Statements
The accompanying unaudited financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim
financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do
not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These
consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended January
31, 2022 and notes thereto and other pertinent information contained in our Form 10-K that we filed with the Securities and Exchange Commission
(the “SEC”).
The results of operations for the nine month period ended October 31, 2022
are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2023.
Basis of Presentation
The consolidated financial statements and related
disclosures have been prepared pursuant to the rules and regulations of the SEC. The consolidated financial statements have been prepared
using the accrual basis of accounting in accordance with GAAP.
Consolidated Financial Statements
The consolidated financial statements of the Company
include the accounts of the Company and its wholly owned subsidiaries, Diamond Anvil Designs, LLC Deity Corporation and Vivis Corporation
(Vivis), from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Inventory
Inventories are stated at the lower of cost or net realizable value, using
the average cost method. The Company reviews its inventory for obsolescence and any inventory identified as obsolete is reserved or written
off. The Company’s determination of obsolescence is based on assumptions about the demand for its products, product expiration dates,
estimated future sales, and management’s future plans. The Company’s inventory as of October 31, 2022 consisted of raw materials
and packaging supplies related to its products.
Property and Equipment, net
Property and equipment consist of equipment used to manufacture the Company’s
products and is presented at cost. Depreciation is recognized over the useful life of the equipment on a straight-line basis over three
years beginning when the asset is put in service. For the nine months ended October 31, 2022 and 2021, the Company recognized depreciation
expense of $59,179 and $58,058, respectively.
Revenue Recognition
The Company recognizes revenue
in accordance with ASC Topic 606, Revenue From Contracts With Customers. Revenues are recognized when control of the promised goods or
services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange
for transferring those goods or services. Revenue is recognized based on the following five step model:
| • |
Identification of the contract with a customer |
| |
|
| • |
Identification of the performance obligations in the contract |
| |
|
| • |
Determination of the transaction price |
| |
|
| • |
Allocation of the transaction price to the performance obligations in the contract |
| |
|
| • |
Recognition of revenue when, or as, the Company satisfies a performance obligation |
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Product sales are recognized
all of the following criteria are satisfied: (i) a contract with an end user exists which has commercial substance; (ii) it is probable
the Company will collect the amount charged to the end user; and (iii) the Company has completed its performance obligation whereby the
end user has obtained control of the product. A contract with commercial substance exists once the Company receives and accepts a purchase
order or once it enters into a contract with an end user. If collectability is not probable, the sale is deferred and not recognized until
collection is probable or payment is received. Control of products typically transfers when title and risk of ownership of the product
has transferred to the customer. Payment is received before shipment of the product. Net revenues comprise gross revenues less customer
discounts and allowances, actual and expected returns. Shipping charges billed to customers are included in net sales. Various taxes on
the sale of products to customers are collected by the Company as an agent and remitted to the respective taxing authority. These taxes
are presented on a net basis and recorded as a liability until remitted to the respective taxing authority. The Company allows for customers
to return unopened products within 10 days in certain limited circumstances. There have been no refunds processed for returned product.
Contract Costs
Costs incurred to obtain a customer contract are not
material to the Company. The Company elected to apply the practical expedient to not capitalize contract costs to obtain contracts with
a duration of one year or less, which are expensed and included within cost of goods and services.
Cost of Sales
Cost of sales includes all of the costs to purchase
and assemble the Company’s products. Products are manufactured for the Company by third-party contractors, such costs represent
the amounts invoiced by the contractors. Additionally, shipping costs are included in Cost of Sales in the Statements of Operations.
Earnings (Loss) per Common Share
We compute basic and diluted earnings per common share
amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing
our net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted
earnings (loss) per common share are calculated by dividing our net income (loss) available to common shareholders by the diluted weighted
average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted
number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding
for any periods reported.
Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies,
to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties
and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably
estimated.
As discussed in more detail in Note 6, the Company
agreed to pay 60% of all revenue from Deity Corporation to Sydney Jim, the Company’s CEO, up until a total of $250,000 is paid to
Mr. Jim, at which point he will be entitled to 20% of revenue from Deity Corporation.
There were no other known commitments or contingencies as of October 31,
2022 and January 31, 2022.
Mezzanine equity
Where ordinary or preferred shares are determined
to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the issuer, and upon such
event, the shares would become redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary
equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in
a demand for cash, securities or other assets of the entity in the future.
Subsequent
events
The Company
follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company
will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting
Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users,
such as through filing them on EDGAR.
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Recently
Adopted Accounting Pronouncements
The Company
does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would
have a material effect on the accompanying financial statements.
Note 4. Deposits
Deposits represent cash on deposit with the Company’s attorney. As
of October 31, 2022 and January 31, 2022, the Company had amounts on deposit with its attorney in the amount of $1,610.
Note 5. Property and equipment, net
Property and equipment consist of the following:
| |
|
October 31, 2022 |
|
January 31, 2022 |
|
| Equipment |
|
$ |
236,717 |
|
$ |
236,717 |
|
| Total property and equipment |
|
|
236,717 |
|
|
236,717 |
|
| Less: accumulated depreciation |
|
|
(167,630 |
) |
|
(108,451 |
) |
| Property and equipment, net |
|
$ |
69,087 |
|
$ |
128,266 |
|
Note 6. Related Party Transactions
During the nine months ended October 31, 2022
and 2021, we incurred salary expense of $80,649 and $77,667, respectively, to our CEO, Sydney Jim. In addition, we incurred
commission expense of $26,101 during the nine months ended October 31, 2022 to Mr. Jim and owed a total of $34,596 and $26,824 in
accrued commissions as of October 31, 2022 and January 31, 2022, respectively.
As of October 31, 2022 and January 31, 2022, we
owed Mr. Jim, or entities controlled by him, $208,087 and $131,755 which is recorded on the balance sheet in “Accounts
Payable – Related Party”, respectively, and $2,314 in “Advances payable to related party.”
During the nine months ended October 31, 2021,
the Company acquired the assets of Deity Corporation, a Texas corporation which the Sydney Jim, the Company’s CEO, had a
controlling interest in that will produce hemp and cannabis products. The transaction was considered an asset acquisition, as there
were no operations of Deity Corporation prior to the transaction. The Company received the formulas for certain hemp and
cannabis-based products and a website to market the products that will be produced. In exchange, the Company will pay to Mr. Jim 60%
of the revenue from Deity Corporation sales until a total of $250,000 is reached, at which point the Company will pay 20% of Deity
Corporation revenue to Mr. Jim.
On March 11, 2022, the Company entered into a loan agreement for $60,000
of proceeds with the holder of the Company’s Series A and B preferred stock. The loan is unsecured and bears interest at 6%. The
Company will make monthly payments of $4,240 per month beginning in April 2022 through the maturity at June 18, 2023. As of October 31,
2022, the note principal balance was $54,156 and accrued interest was $1,405.
Note 7. Advances and Notes Payable
As of October 31, 2022 and January 31, 2021, we
had amounts due under advances of $3,450 at each period. These advances are not collateralized, non-interest bearing and are due on
demand.
On March 11, 2022, the Company entered into a loan agreement for $60,000
of proceeds with the holder of the Company’s Series A and B preferred stock. The loan is unsecured and bears interest at 6%. The
Company will make monthly payments of $4,240 per month beginning in April 2022 through the maturity at June 18, 2023. As of October 31,
2022, the note principal balance was $54,156 and accrued interest was $1,405.
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Note 8. Convertible Notes Payable
Convertible notes payable consists of the following as of October 31, 2022
and January 31, 2022:
| |
|
October 31, 2022 |
|
January 31, 2022 |
|
| Convertible note, dated October 31, 2015, bearing interest at 10% per annum, bearing default interest at 25% per annum, matured on October 31, 2018 and convertible into shares of common stock at $0.50 per share, in default |
|
$ |
156,976 |
|
$ |
159,976 |
|
| Convertible note, dated January 31, 2016, bearing interest at 10% per annum, bearing default interest at 25% per annum, matured on January 31, 2019 and convertible into shares of common stock at a 60% discount to the market price, in default |
|
|
82,735 |
|
|
82,735 |
|
| Total convertible notes payable |
|
$ |
239,711 |
|
$ |
239,711 |
|
| Less: convertible notes payable, in default |
|
|
(239,711 |
) |
|
(239,711 |
) |
| Current converStible notes payable, net of discount |
|
$ |
— |
|
$ |
— |
|
Accrued interest on convertible notes payable was $287,103 and $242,280
as of October 31, 2022 and January 31, 2022, respectively.
Note 9. Shareholders’ Equity
Series A Preferred Stock. In January
2020, our board of directors designated 50,000 shares of our preferred stock as Series A Preferred Stock which rank subordinate to all
shares of common stock and do not have voting rights. The Series A Preferred Stock has a stated value of $5 per share. The Series A Preferred
Stock is entitled to receive dividends of 10% of the net profit of VIVIS Corporation. The holders of the Series A Preferred Stock have
the option to convert each share into 800 shares of common stock of the Company. As of October 31, 20202 and January 31, 2022, there are
50,000 shares of Series A Preferred Stock outstanding.
Series B Preferred Stock. In July
2020, our board of directors designated 10,000 shares of our preferred stock as Series B Preferred Stock which rank subordinate to all
shares of common stock and do not have voting rights. The Series B Preferred Stock has a stated value of $5 per share. The Series B Preferred
Stock is entitled to receive dividends of 0.4% of the net profit of VIVIS Corporation. Holders of the Series B Preferred Stock have the
option to convert each share into 800 shares of common stock. During the year ended January 31, 2021, the Company subscribed 10,000 shares
of Series B Preferred Stock for cash proceeds of $50,000. The shares were issued during the year ended January 31, 2022.
Series C Preferred Stock. In November
2020, our board of directors designated 40,000 shares of our preferred stock as Series C Preferred Stock which rank subordinate to all
shares of common stock and do not have voting rights. The Series C Preferred Stock has a stated value of $5 per share. The Series C Preferred
Stock is entitled to receive dividends of 10% of the net profit of VIVIS Corporation. After the Series C Preferred Stock has received
cumulative dividends of $500,000, the dividend rate will reduce to 1%. Holders of the Series C Preferred Stock have the option to convert
each share into 38 shares of common stock. During the year ended January 31, 2021, the Company subscribed 40,000 shares of Series B Preferred
Stock for cash proceeds of $200,000. The shares were issued during the year ended January 31, 2022.
Series E preferred stock issued for services
On November 13, 2015, our board of directors designated 1,000,000 shares
of our preferred stock as Series E Preferred Stock. The Series E Preferred Stock is subordinated to our common stock. It does not receive
dividends and does not participate in equity distributions. The Series E Preferred stock has 2 votes for each outstanding share of common
stock in the company. As of October 31, 2022 and January 31, 2022, there are 1,000,000 shares Series E Preferred Stock outstanding. Dividends,
when, as and if declared by the Board of Directors, shall be paid out of funds at the time legally available for such purposes.
Series F preferred stock issued for services
The Series F Preferred Stock is subordinated to our
common stock and superior to all shares of Preferred Stock. It does not receive dividends and does not participate in equity distributions.
The Series F Preferred stock retains 2/3 of the voting rights in the company. During the year ended January 31, 2021, the Company issued
1,000,000 shares of Series F Preferred Stock to Sydney Jim, our CEO, in exchange for services. As of the date of this report, there are
1,000,000 shares Series F Preferred Stock outstanding.
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Series G convertible preferred stock
During the nine months ended October 31, 2022, the Company issued 60,200
shares of Series G convertible preferred stock and received cash proceeds of $50,000. The Series G convertible preferred stock has a stated
value of $1.00 per share, carries no voting rights and earns dividends of 8% per annum on the stated value of the stock. During the nine
months ended October 31, 2022, the Company accrued dividends of $4,105, and the holder of the Series G convertible preferred stock converted
250,000 shares and accrued dividends of $10,000 into 518,644,372 shares of common stock. During the nine months ended October 31, 2021,
the Company accrued dividends of $15,949, and the holder of the Series G convertible preferred stock converted 320,900 shares and accrued
dividends of $5,770 into 70,522,075 shares of common stock.
Preferred Stock Subscription
On February 23, 2022, the Company sold 10,000 shares
of preferred stock not yet designated for cash proceeds of $50,000.
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ITEM 2. MANAGEMENT’S DISCUSSION AND 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.
As the global cannabis market grows exponentially,
it is constantly in need of better technologies and products to be more efficient in how it grows, what it grows and how it consumes cannabis
and its related products. From lighting to dosage devices, from pesticide replacements to plant enhancers, Neutra Corp. is constantly
combing the industry for the latest and greatest to test, prove and bring to market.
We have generated limited revenues to date and our
activities have been primarily limited to developing our business plan and research and development of products. We will not have the
necessary capital to fully develop or execute our business plan until we are able to secure additional financing. There can be no assurance
that such financing will be available on suitable terms. We need to raise additional funds in order to implement our business plan. Our
current cash on hand is insufficient to commercialize our products or fully develop our business strategy. If we are unable to raise adequate
additional funds or if those funds are not available on terms that are acceptable to us, we will not be able to execute our business plan
and we may cease operations.
Plan of Operations
We believe we do not have adequate funds to fully
execute our business plan for the next twelve months unless we obtain additional funding. However, should we not raise this capital, we
will allocate our funding to first assure that all State, Federal and SEC requirements are met.
As of October 31, 2022, we had cash on hand of $456.
We intend to pursue capital through public or private
financing, as well as borrowing and other sources in order to finance our business activities. We cannot guarantee that additional funding
will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may
be significantly hindered.
Critical Accounting Policies
We prepare our consolidated financial statements in
conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on
historical experience, current trends, and other factors that management believes to be important at the time the consolidated financial
statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our consolidated
financial statements.
While we believe that the historical experience, current
trends and other factors considered support the preparation of our consolidated financial statements in conformity with GAAP, actual results
could differ from our estimates and such differences could be material.
For a full description of our critical accounting
policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in our Annual Report for the year ended January 31, 2022 on Form 10-K.
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Results of Operations
Three months ended October 31, 2022 compared to
the three months ended October 31, 2021
Revenue and Cost of Goods Sold
During the three months ended October 31, 2022, we
recognized revenue of $23,383 and cost of goods sold of $12,708 related to the sales of CBD products. During the three months ended October
31, 2021, we recognized revenue of $26,271 and cost of goods sold of $24,622. The decrease in revenue compared to the prior year is due
two certain non-recurring revenue in the prior year, and the increase in gross margin for the current year is from improved inventory
management..
Depreciation
We recognized depreciation of $19,726 for the three
months ended October 31, 2022 and 2021 related to the Company’s property and equipment
General and Administrative Expenses
We recognized general and administrative expenses
of $46,439 and $152,400 for the three months ended October 31, 2022 and 2021, respectively. The decrease is primarily related to the decrease
in consulting fees and marketing expense.
Interest Expense
Interest expense was $15,718 and $15,105 for the three
months ended October 31, 2022 and 2021, respectively, from outstanding convertible notes payable.
Net Loss
We incurred a net loss of $81,792 for three months
ended October 31, 2022 as compared to $178,954 for the comparable period of 2021.
Nine months ended October 31, 2022 compared to
the nine months ended October 31, 2021
Revenue and Cost of Goods Sold
During the nine months ended October 31, 2022, we
recognized revenue of $62,077 and cost of goods sold of $29,725 related to the sales of CBD products. During the nine months ended October
31, 2021, we recognized revenue of $53,631 and cost of goods sold of $51,214. The increases in revenue and gross margin are from the expansion
of the Company’s wholesale distribution customers and improved inventory management.
Depreciation
We recognized depreciation of $59,179 for the nine
months ended October 31, 2022 compared to $58,058 for the nine months ended October 31, 2021.
General and Administrative Expenses
We recognized general and administrative expenses
of $186,958 and $353,402 for the nine months ended October 31, 2022 and 2021, respectively. The decrease is primarily related to the decrease
in consulting fees and marketing expense and related to the receipt of employee retention tax credits which offset labor costs during
the current period.
Interest Expense
Interest expense was $46,528 and $45,501 for the nine
months ended October 31, 2022 and 2021, respectively, from outstanding convertible notes payable.
Net Loss
We incurred a net loss of $286,414 for nine months
ended October 31, 2022 as compared to $457,153 for the comparable period of 2021.
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Liquidity and Capital Resources
At October 31, 2022, we had cash on hand of $456. We have negative working
capital of $1,218,483. Net cash used in operating activities for the nine months ended October 31, 2022 was $154,756. The Company had
net cash provided by financing activities of $154,156 for the nine months ended October 31, 2022, with $50,000 of proceeds from preferred
stock subscriptions, $50,000 proceeds from the sale of additional shares of Series G preferred stock, $60,000 of proceeds from notes payable,
which were offset by repayments on notes payable of $5,844. Cash on hand is adequate to fund our operations for less than six months.
We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order
to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available
on terms that are acceptable to us. We have no material commitments for capital expenditures as of October 31, 2022.
Additional Financing
Additional financing is required to continue operations.
Although actively searching for available capital, we do not have any current arrangements for additional outside sources of financing
and cannot provide any assurance that such financing will be available.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.