UNITED STATES
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2024
or
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 0-55077
NEUTRA CORP.
(Exact name of registrant as specified in its charter)
| Wyoming |
|
27-4505461 |
| (State or other jurisdiction of Incorporation or organization) |
|
(I.R.S. Employer Identification Number) |
| |
|
|
|
2500 CityWest Blvd., Ste 150-161
Houston, Texas |
|
77042 |
| (Address of principal executive offices) |
|
(Zip code) |
Registrant’s telephone number, including area
code: (307) 228-1488
Securities registered pursuant to Section 12(g)
of the Act:
| Title of Each Class |
|
Name of Each Exchange on which Registered |
| Common stock $0.001 par value |
|
OTC Markets QB |
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [_] No [X]
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [_] No [X]
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.
Yes [X] No [_]
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted
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 and post such files).
Yes [X] No [_]
Indicate by check mark if disclosures of delinquent
filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the
best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Yes [X] No [_]
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| |
Large accelerated filer |
[_] |
Accelerated filer |
[_] |
| |
Non-accelerated filer |
[X] |
Smaller reporting company |
[X] |
| |
(Do not check is smaller reporting company) |
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 [_] No [X]
The Aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, July 31, 2023 was
$1,448,950.
There were 2,917,899,124 shares of the Registrant’s common
stock outstanding as of July 31, 2024.
Explanatory Note
The Company is filing this Form 10-K including its annual consolidated
financial statements on an unaudited basis. No Registered Independent Public Accounting Firm has completed an audit under applicable guidelines
for the year ended January 31, 2024, and accordingly no audit opinion is included in this Form 10-K.
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NEUTRA CORP.
TABLE OF CONTENTS
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Table of Contents
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. 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,” “NTRR,” “our,” and “us” refers to Neutra Corp., a Wyoming corporation.
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Table of Contents
PART
I
ITEM 1. BUSINESS
Overview
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. On August
16, 2019, Neutra Corp. reincorporated in Wyoming.
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.
On January 23, 2018, we entered into an agreement
with Artillery Labs to sell and market natural nutraceuticals online. The objective of this agreement is for the Company to have its own
line of all natural and legal CBD products for sale through Artillery Labs’ online sales infrastructure. Under the terms of the
agreement, Artillery Labs will be paid $25,000 upon the successful marketing launch of a product.
On August 30, 2019, we purchased all of the outstanding
stock of Vivis Corporation, a Wyoming corporation, (“Vivis”) from Sydney Jim, our CEO. The purchase price for Vivis is $35,000
cash and a royalty of 40 percent of gross revenue until $100,000 is paid declining to 25 percent until an additional $100,000 has been
paid. There will be a 10 percent royalty in perpetuity.
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.
Government Laws and Regulations
Neutra primarily sells hemp-derived products, including
products containing delta-8-THC and other cannabinoids. Neutra is attempting to only conduct business to the extent permitted under applicable
laws and regulations.
While Neutra is optimistic regarding the future of
its business selling hemp-derived products and psychoactive products, and potentially products that contain nicotine, the manufacture
and sale of these products involve significant risks associated with federal, state and local laws and regulations, and regulatory agencies,
that have the potential to bankrupt Neutra and the Company, or at least to negatively impact the trading price of our common stock.
In regard to the sale of hemp-derived products in
the United States, despite cannabis having been legalized at the state level for medical use in many states and for adult recreational
use in a number of states, cannabis, other than plants of the same genus that meet the definition of industrial hemp, continues to be
categorized as a Schedule I controlled substance under the federal Controlled Substances Act (“CSA”), and subject to the Controlled
Substances Import and Export Act (“CSIEA”). As of December 20, 2018, the 2018 Farm Bill, formally known as the Agriculture
Improvement Act of 2018 (the “Farm Bill”), has reclassified hemp for commercial use by removing it from its Schedule I Status
under the CSA, and Neutra seeks to operate in compliance with the legislation. However:
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Table of Contents
(a) FDA: The US Food and Drug Administration
(“FDA”) has stated that although hemp is no longer an illegal substance under the Farm Bill, the FDA continues to regulate
cannabis products under the Food, Drug, and Cosmetic Act (“FD&C Act”) and Section 351 of the Public Health Service Act.
The health and safety impacts of delta-8-THC and other cannabinoids have not yet been established via traditional scientific and/or
clinical studies. The FDA appears to believe that CBD, delta-8-THC and other hemp-derived cannabinoids may or could have significant adverse
health impacts upon human beings, especially in regard to potential liver toxicity or liver damage. Furthermore, the FDA sometimes appears
to believe that certain cannabinoids are drugs, and that the sale of certain cannabinoid-infused products without FDA approval is illegal.
In deference to the FDA’s position, various states and municipalities have similarly declared that the sale of certain hemp-derived
cannabinoid-infused products such as delta-8-THC is illegal, or have imposed restrictions or prohibitions upon the sale of certain hemp-derived
products. The FDA may in the future impose significant licensing or other requirements, regulations, restrictions and/or prohibitions
on the sale of hemp-derived products, which could have a material adverse effect upon Neutra’s business and the trading price of
our common stock;
(b) DEA: The US Drug Enforcement
Agency (“DEA”) has stated that although hemp is no longer an illegal substance under the Farm Bill, the FDA continues to pursue
Schedule I controlled substances as well as certain synthetic substances. In particular:
(i) Hemp and hemp-derived cannabinoid-infused
products which exceed a delta-9-THC concentration of 0.3% by dry weight are illegal under the Farm Bill. Any failure to keep the delta-9-THC
concentration in Neutra’s hemp-derived or cannabinoid-infused products below 0.3% by dry weight could subject us to action by the
DEA or other regulatory authorities and/or to lawsuits by consumers, which could have a material adverse effect upon our Company’s
business and the trading price of our common stock. In addition, certain hemp-derived products may, over time, gradually increase their
delta-9-THC concentration, and this may ultimately cause such products to exceed the 0.3% delta-9-THC by dry weight concentration level,
making such products illegal in certain jurisdictions. If this happens, we could be subject to regulatory action that could have a material
adverse effect upon our Company and the trading price of our common stock. In addition, the approval of medical and recreational marijuana
by many states has created a situation in which it may be difficult or impossible for regulators and courts to determine whether the THC
levels reflected in consumers’ blood tests are the result of legal hemp-derived products or marijuana-infused products. This may
result in regulatory actions or lawsuits against the Company;
(ii) The DEA has issued a statement
that some have interpreted as making hemp-derived delta-8-THC illegal. In deference to the DEA, certain state and local governments have
imposed restrictions or prohibitions upon the sale of certain products containing delta-8-THC. Neutra sells significant quantities of
products containing hemp-derived delta-8-THC, and any crackdown by the DEA or other regulatory authorities on products containing delta-8-THC
may have a material adverse effect upon Neutra’s business and the trading price of our common stock; and
(iii) The DEA has sent a letter
saying that delta-9-THCO and delta-8-THCO “do not occur naturally in the cannabis plant and can only be obtained synthetically,
and therefore do not fall under the definition of hemp.” Any crackdown by the DEA or other regulatory authorities on products containing
delta-9-THCO and/or delta-8-THCO may have a material adverse effect upon Neutra’s business and the trading price of our common stock.
(c) Amended PACT act: The recently
amended federal PACT act makes the online sale of certain of Neutra’s products to end users difficult or impossible. The amended
federal PACT act may have a material adverse effect upon Neutra’s business and the trading price of our common stock.
Furthermore, the regulation of hemp-derived, psychoactive
and nicotine products is evolving. Neutra may become subject to new laws, rules, regulations, moratoriums, prohibitions, or other restrictions
or impediments cannabis derived products for companies imposed by the U.S. President pursuant to executive orders, by the U.S. Congress
in laws, by U.S. federal agencies such as the FDA and/or the DEA, and/or by state and local governments. For example, Neutra’s business
may be impacted by any language relating to hemp-derived or psychoactive products that might be contained in any bill that might federally
legalize marijuana, or that might be contained in the next so-called “Farm Bill”, or that might be contained in other legislation
at the federal or state level. Without limiting the generality of the foregoing, governmental laws, rules and regulations may impose significant
new rules, restrictions, limitations, prohibitions and/or taxes on when, where, how and to whom Neutra may sell its products, and these
new rules, restrictions, limitations, prohibitions and/or taxes may have a material adverse effect on Neutra’s business and the
trading price of our common stock.
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Table of Contents
Neutra’s sales are partially dependent upon
the sale of products containing hemp-derived delta-8-THC. The FDA, the DEA and other federal, state and local governments and agencies
may impose laws, rules, regulations and executive orders that effectively prohibit Neutra from selling products containing delta-8-THC
or certain other cannabinoids. For example, the DEA has sent a letter saying that delta-9-THCO and delta-8-THCO “do not occur naturally
in the cannabis plant and can only be obtained synthetically, and therefore do not fall under the definition of hemp”, and any crackdown
by the DEA or other regulatory authorities on products containing delta-9-THCO and/or delta-8-THCO may have a material adverse effect
upon Neutra’s business and the trading price of our common stock. Consequently, Neutra’s future financial prospects are uncertain,
and no guarantee or assurance whatsoever can be made that Neutra will be able to continue to pay their financial obligations when they
become due and payable in the future. This risk may have a material adverse effect on our Company and the trading price of our common
stock.
Neutra is subject to the risks of investigations and/or
enforcement actions by the DEA, the FDA, Federal Trade Commission (“FTC”), state attorneys general and/or other government
and/or quasi-governmental agencies relating to the advertising, marketing, promotion, ingredients, usage and/or sale of their products.
If an inquiry by the DEA, the FDA, FTC, a state attorney general or other government or quasi-government agency finds that Neutra’s
products and/or the advertising, marketing, promotion, ingredients, usage and/or sale of such products are not in compliance with applicable
laws or regulations, or that they are misleading, untruthful or unsubstantiated, Neutra may become subject to fines, product reformulations,
container changes, changes in the usage or sale of Neutra’s products, changes in their advertising, marketing and promotion practices,
and/or injunctions on the sale of the products, each of which may have a material adverse effect on our business, financial condition
or results of operations and on the trading price of our common stock.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required
to provide the information required by this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
As a smaller reporting company, we are not required
to provide the information required by this item.
ITEM 2. PROPERTIES
We maintain our corporate offices at 2500 CityWest Blvd., Ste 150-161 Houston, Texas 77042. Our telephone number is (307) 228-1488. Our manufacturing facility is located in Katy,
Texas.
ITEM 3. 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 4. MINE SAFETY DISCLOSURES
Not applicable.
PART
II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock began trading on the “Over
the Counter” Bulletin Board (“OTC”) under the symbol “NTRR” in October 2011.
Holders
As of the date of this filing, there were 11 holders
of record of our common stock.
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Table of Contents
Dividends
To date, we have not paid dividends on shares of our
common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of
any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of
Directors.
Common Stock
We are authorized to issue unlimited shares of common stock, with a par
value of $0.001. The closing price of our common stock on June 1, 2023, as quoted by OTC Markets Group, Inc., was $0.0003. There were
2,917,899,124 shares of common stock issued and outstanding as of January 31, 2024. All shares of common stock have one vote per share
on all matters including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no
conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non-assessable. In the event
of liquidation of the Company, the holders of common stock will share equally in any balance of the Company’s assets available for
distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of the Company’s common are
entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the Board of Directors
from funds legally available.
Our Articles of Incorporation, our Bylaws, and the
applicable statutes of the state of Wyoming contain a more complete description of the rights and liabilities of holders of our securities.
During the year ended January 31, 2023, there was
no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification
of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification
thereof.
Non-cumulative voting
Holders of shares of our common stock do not have
cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors,
can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able
to elect any of our directors.
Securities Authorized for Issuance under Equity
Compensation Plans
The following table shows the number of shares of
common stock that could be issued upon exercise of outstanding options and warrants, the weighted average exercise price of the outstanding
options and warrants, and the remaining shares available for future issuance as of January 31, 2024.
| Plan Category |
|
Number of Securities to be issued upon exercise of outstanding options, warrants and rights |
|
Weighted average exercise price of outstanding options, warrants and rights |
|
Number of securities remaining available for future issuance |
| Equity compensation plans approved by security holders. |
|
— |
|
— |
|
— |
| |
|
|
|
|
|
|
| Equity compensation plans not approved by security holders. |
|
— |
|
— |
|
— |
| |
|
|
|
|
|
|
| Total |
|
— |
|
— |
|
— |
Preferred Stock
Our authorized preferred stock consists of 20,000,000
shares of $0.001 par value preferred stock. The Board of Directors is authorized to designate any series of preferred stock. 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.
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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 January 31, 2024 and 2023, 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. As of January 31, 2024 and 2023, there are 10,000 shares of Series B Preferred
Stock outstanding.
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. As of January 31, 2024 and 2023, there are 40,000 shares of Series C Preferred Stock outstanding.
Series E Preferred Stock. 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 the date of this report, 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. On March
15, 2019, our board of directors designated 1,000,000 shares of our preferred stock as Series F Preferred Stock. 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.
Series G Preferred Stock. During
the year ended January 31 2021, our board of directors designated 1,000,000 shares of our preferred stock as Series G Preferred Stock.
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 nine 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 nine months, it is convertible into common stock of the Company at
a 29% discount to the market value of the common stock. During the year ended January 31, 2024, the Company the holder of the Series G
convertible preferred stock converted 35,200 shares and accrued dividends of $1,408 into 174,323,810 shares of common stock. During the
year ended January 31, 2023, the Company accrued dividends of $3,532, and the holder of the Series G convertible preferred stock converted
250,000 shares and accrued dividends of $10,000 into 518,644,372 shares of common stock. The conversions were in accordance with the terms
of the agreement and no gain or loss was recognized. As of January 31, 2024 and 2023, there were no shares of Series G convertible preferred
stock outstanding.
Recent Sales of Unregistered Securities
During the quarter ended January 31, 2024, the Company
issued shares of common stock as a result of the conversion of Series G Convertible Preferred Stock, as detailed in the following table:
| Date |
|
Shares Converted |
|
Number of Shares Issued |
| — |
|
|
— |
|
— |
| Total |
|
|
— |
|
— |
The above transactions were exempt from registration
per SEC Rule 144(a)(3).
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting company, we are not required
to provide the information required by this item.
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Table of Contents
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE
WORDS “ANTICIPATED,” “BELIEVE,” “EXPECT,” “PLAN,” “INTEND,” “SEEK,”
“ESTIMATE,” “PROJECT,” “WILL,” “COULD,” “MAY,” AND SIMILAR EXPRESSIONS ARE
INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE
CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS
AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS,
CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE
ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY’S
CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS
MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING
STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.
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, Neutra Corp. reincorporated from Nevada to
Wyoming. The reincorporation was approved by our board of directors and by a majority of the holders of voting rights in our stock. Our
authorized shares increased to 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.
Neutra primarily sells hemp-derived products, including
products containing delta-8-THC and other cannabinoids. Neutra is attempting to only conduct business to the extent permitted under applicable
laws and regulations. While Neutra is optimistic regarding the future of its business selling hemp-derived products and psychoactive products,
and potentially products that contain nicotine, the manufacture and sale of these products involve significant risks associated with federal,
state and local laws and regulations, and regulatory agencies, that have the potential to bankrupt Neutra and the Company, or at least
to negatively impact the trading price of our common stock.
We have generated limited revenues to date and our
activities have been limited primarily 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.
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Table of Contents
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 January 31, 2024, we had cash on hand of $1,632.
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.
Results of Operations
We had net loss of $233,465 for the year ended January
31, 2024. We had a working capital deficit of $971,799 as of January 31, 2024. We do not anticipate having positive net income in the
immediate future. Net cash used by operating activities for the year ended January 31, 2023 was $10,337.
We continue to rely on advances to fund operating
shortfalls and do not foresee a change in this situation in the immediate future. There can be no assurance that we will continue to have
such advances available. We will not be able to continue operations without them. We are pursuing alternate sources of financing, but
there is no assurance that additional capital will be available to the Company when needed or on acceptable terms.
Fiscal year ended January 31, 2024 compared to
the fiscal year ended January 31, 2023.
Revenue
We recognized revenue of $39,534 and $67,996 for the
years ended January 31, 2024 and 2023, respectively. Revenue was generated from the sale of our CBD sports creams, Delta-8 THC products
and other products.
Cost of Goods Sold
We incurred cost of goods sold of $25,199 and $32,690
for the years ended January 31, 2024 and 2023, respectively.
Depreciation
We recognized depreciation of $48,239 and $78,906
for the years ended January 31, 2024 and 2023, respectively, as a result of the acquisition of property and equipment during the prior
period.
General and Administrative Expenses and Sales Commissions
We recognized general and administrative expenses
in the amount of $187,123 and $227,974 for the years ended January 31, 2024 and 2023, 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.
Gain Loss on Settlement of Liabilities
During the year ended January 31, 2023, the Company
recognized a loss of $198,156 from conversion of notes payable.
Interest Expense
Interest expense decreased from $62,063 for the year
ended January 31, 2023 to $3,340 for the year ended January 31, 2024 as a result of decrease in outstanding convertible and other notes
payable.
- 11 -
Table of Contents
Income Tax Expense
Income tax expense was $639 for the year ended January
31, 2023 as a result of Section 280E of the Internal Revenue Code which prohibits the deduction of certain ordinary business expenses
related to cannabis operations. Income tax expense was $3,523 for the year ended January 31, 2023.
Net Loss
We had a net loss of $233,465 for the year ended January
31, 2024 as compared to net loss of $561,417 for the comparable period of 2023. The change in the net loss was primarily the result of
lower operating expenses as discussed above.
Liquidity and Capital Resources
As of the date of this filing, we had yet to generate
significant revenues from our business operations.
We anticipate needing additional financing to fund
our operations and to effectively execute our business plan over the next eighteen months. Currently available cash is not sufficient
to allow us to commence full execution of our business plan. Our business expansion will require significant capital resources that may
be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite
our current financial status, we believe that we may be able to issue notes payable or debt instruments in order to start executing our
business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements
that would obligate a third party to provide us with capital.
We currently have negative working capital of $971,799,
and our sole source of operating funds has been from the Company’s CEO during the year ended January 31, 2024.
As of January 31, 2024, we had $1,632 of cash on hand.
This amount of cash will not be adequate to fund our operations for the next twelve months.
We have no known demands or commitments and are not
aware of any events or uncertainties as of January 31, 2024 that will result in or that are reasonably likely to materially increase or
decrease our current liquidity.
Capital Resources
We had no material commitments for capital expenditures
as of January 31, 2024 and 2023. However, should we execute our business plan as anticipated, we would incur substantial capital expenditures
and require financing in addition to what is required to fund our present operation.
Additional Financing
Additional financing is required to continue operations.
Although actively searching for available capital, the Company does 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.
Critical Accounting Policies and Estimates
We prepare our financial statements in conformity
with GAAP, which requires management to make certain estimates and assumptions 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 financial statements
are prepared; actual results could differ from our estimates and such differences could be material. We have identified below the critical
accounting policies, which are assumptions made by management about matters that are highly uncertain and that are of critical importance
in the presentation of our financial position, results of operations and cash flows. Due to the need to make estimates about the effect
of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different
assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial
statements.
- 12 -
Table of Contents
USE OF ESTIMATES - The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America 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.
GOING CONCERN - The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. For the year ended January 31, 2024, the Company had a net loss of $233,465
and generated negative cash flow from operations in the amount of $10,337. In view of these matters, the Company’s ability to continue
as a going concern is dependent upon its ability to achieve a level of profitability or to obtain additional capital to finance its operations.
The Company intends on financing its future activities and its working capital needs largely from the sale of public equity securities
with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations
are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to
the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should
the Company be unable to continue as a going concern.
New Accounting Pronouncements
For a description of recent accounting standards,
including the expected dates of adoption and estimated effects, if any, on our financial statements, see “Note 3: Significant Accounting
Polices: Recently Issued Accounting Pronouncements” in Part II, Item 8 of this Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
As a smaller reporting company, we are not required
to provide the information required by this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
Neutra Corp.
Unaudited Consolidated Financial Statements
January 31, 2024
Contents
- 13 -
Index to Financial
Statements
NEUTRA CORP.
UNAUDITED CONSOLIDATED BALANCE SHEETS
| |
|
|
|
|
|
|
|
| |
|
January 31, 2024 |
|
January 31, 2023 |
|
| ASSETS |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
|
|
|
| Cash |
|
$ |
1,969 |
|
$ |
1,969 |
|
| Accounts receivable |
|
|
98 |
|
|
— |
|
| Inventory |
|
|
— |
|
|
23,846 |
|
| Total current assets |
|
|
1,730 |
|
|
25,815 |
|
| |
|
|
|
|
|
|
|
| Property and equipment, net |
|
|
1,121 |
|
|
49,360 |
|
| |
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
$ |
2,851 |
|
$ |
75,175 |
|
| |
|
|
|
|
|
|
|
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
474,823 |
|
$ |
516,890 |
|
| Accounts payable, related party |
|
|
423,610 |
|
|
233,087 |
|
| Advances payable |
|
|
3,450 |
|
|
3,450 |
|
| Advances payable to related party |
|
|
12,314 |
|
|
2,314 |
|
| Dividends payable on Series G preferred stock |
|
|
— |
|
|
2,062 |
|
| Notes payable, related party, in default |
|
|
54,156 |
|
|
— |
|
| Accrued interest payable |
|
|
5,176 |
|
|
1,836 |
|
| Total current liabilities |
|
|
973,529 |
|
|
759,639 |
|
| |
|
|
|
|
|
|
|
| Notes payable, related party |
|
|
— |
|
|
54,156 |
|
| |
|
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
|
973,529 |
|
|
813,795 |
|
| |
|
|
|
|
|
|
|
| COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| MEZZANINE EQUITY |
|
|
|
|
|
|
|
| Series G preferred stock; $1.00 stated value, 0 shares and 35,200 shares issued and outstanding at January 31, 2024 and 2023, respectively |
|
|
— |
|
|
35,200 |
|
| |
|
|
|
|
|
|
|
| STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
| Common stock, $0.001 par value; unlimited shares authorized; 2,917,899,124 and 2,743,575,314 shares issued and outstanding at January 31, 2024 and January 31, 2023, respectively |
|
|
2,917,898 |
|
|
2,743,575 |
|
| Preferred stock; $0.001 par value; 20,000,000 shares authorized: |
|
|
|
|
|
|
|
| Series A convertible preferred stock; 50,000 shares issued and outstanding at January 31, 2024 and 2023 |
|
|
50 |
|
|
50 |
|
| Series B convertible preferred stock; 10,000 and 0 shares issued and outstanding at January 31, 2024 and 2023 |
|
|
10 |
|
|
10 |
|
| Series C convertible preferred stock; 40,000 and 0 shares issued and outstanding at January 31, 2024 and 2023 |
|
|
40 |
|
|
40 |
|
| Series E preferred stock, 1,000,000 shares issued and outstanding at January 31, 2024 and 2023 |
|
|
1,000 |
|
|
1,000 |
|
| Series F preferred stock, $0.001 par value; 1,000,000 shares issued and outstanding at January 31, 2024 and 2023 |
|
|
1,000 |
|
|
1,000 |
|
| Additional paid-in capital |
|
|
7,751,839 |
|
|
7,889,555 |
|
| Preferred stock subscribed but not issued |
|
|
50,000 |
|
|
50,000 |
|
| Accumulated deficit |
|
|
(11,692,515 |
) |
|
(11,459,050 |
) |
| Total stockholders’ deficit |
|
|
(970,678 |
) |
|
(773,820 |
) |
| |
|
|
|
|
|
|
|
| TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT |
|
$ |
2,851 |
|
$ |
75,175 |
|
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
- 14 -
Index to Financial
Statements
NEUTRA CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
| |
|
|
|
|
|
|
| |
Year ended
January 31, |
|
| |
2024 |
|
2023 |
|
| |
|
|
|
|
| REVENUE |
$ |
39,534 |
|
$ |
67,996 |
|
| COST OF GOODS SOLD |
|
25,199 |
|
|
32,690 |
|
| GROSS MARGIN |
|
14,335 |
|
|
35,306 |
|
| |
|
|
|
|
|
|
| OPERATING EXPENSES |
|
|
|
|
|
|
| Depreciation |
|
48,239 |
|
|
78,906 |
|
| Sales commissions |
|
8,459 |
|
|
26,101 |
|
| General and administrative expenses |
|
187,123 |
|
|
227,974 |
|
| Total operating expenses |
|
243,821 |
|
|
332,981 |
|
| |
|
|
|
|
|
|
| LOSS FROM OPERATIONS |
|
(229,486 |
) |
|
(297,675 |
) |
| |
|
|
|
|
|
|
| OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
| Interest expense |
|
(3,340 |
) |
|
(62,063 |
) |
| (Gain) loss on settlement of liabilities |
|
— |
|
|
(198,156 |
) |
| Total other income (expense) |
|
(3,340 |
) |
|
(260,219 |
) |
| |
|
|
|
|
|
|
| Net loss before income taxes |
|
(232,826 |
) |
|
(557,894 |
) |
| Provision for income taxes |
|
(639 |
) |
|
(3,523 |
) |
| NET LOSS |
$ |
(233,465 |
) |
$ |
(561,417 |
) |
| |
|
|
|
|
|
|
| Dividends on Series G convertible preferred stock |
|
— |
|
|
(5,245 |
) |
| Deemed dividend on preferred stock |
|
— |
|
|
(10,200 |
) |
| |
|
|
|
|
|
|
| NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
$ |
(233,465 |
) |
$ |
(576,862 |
) |
| |
|
|
|
|
|
|
| NET LOSS PER COMMON SHARE – Basic and fully diluted |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
| |
|
|
|
|
|
|
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – Basic and diluted |
|
2,916,066,065 |
|
|
2,230,594,112 |
|
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
- 15 -
Index to Financial
Statements
NEUTRA CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
DEFICIT
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Series A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
|
| |
|
|
|
Convertible |
|
Series B |
|
Series C |
|
Series E |
|
Series F |
|
Additional |
|
|
|
subscribed |
|
Total |
|
| |
|
Common stock |
|
Preferred Stock |
|
Preferred Stock |
|
Preferred Stock |
|
Preferred Stock |
|
Preferred Stock |
|
paid-in |
|
Accumulated |
|
but not |
|
Equity |
|
| |
|
Shares |
|
Par |
|
Shares |
|
Par |
|
Shares |
|
Par |
|
Shares |
|
Par |
|
Shares |
|
Par |
|
Shares |
|
Par |
|
capital |
|
Deficit |
|
issued |
|
(Deficit) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, January 31, 2022 |
|
1,782,073,799 |
|
|
1,782,074 |
|
50,000 |
|
|
50 |
|
10,000 |
|
|
10 |
|
40,000 |
|
|
40 |
|
1,000,000 |
|
|
1,000 |
|
1,000,000 |
|
|
1,000 |
|
|
7,824,982 |
|
|
(10,882,188 |
) |
|
— |
|
|
(1,273,032 |
) |
| Common stock issued for preferred stock conversions |
|
611,501,515 |
|
|
611,501 |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(325,502 |
) |
|
— |
|
|
— |
|
|
285,999 |
|
| Common stock issued for conversion of debt |
|
350,000,000 |
|
|
350,000 |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
390,075 |
|
|
— |
|
|
— |
|
|
740,075 |
|
| Preferred stock subscribed but not issued |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
50,000 |
|
|
50,000 |
|
| Dividends on Series G preferred stock |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(5,245 |
) |
|
— |
|
|
(5,245 |
) |
| Deemed dividend on Series G preferred stock |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(10,200 |
) |
|
— |
|
|
(10,200 |
) |
| Net loss |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(561,417 |
) |
|
|
|
|
(561,417 |
) |
| Balance, January 31, 2023 |
|
2,743,575,314 |
|
|
2,743,575 |
|
50,000 |
|
|
50 |
|
10,000 |
|
|
10 |
|
40,000 |
|
|
40 |
|
1,000,000 |
|
|
1,000 |
|
1,000,000 |
|
|
1,000 |
|
|
7,889,555 |
|
|
(11,459,050 |
) |
|
50,000 |
|
|
(773,820 |
) |
| Common stock issued for preferred stock conversions |
|
174,323,810 |
|
|
174,323 |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(137,716 |
) |
|
— |
|
|
— |
|
|
36,607 |
|
| Net loss |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(233,465 |
) |
|
|
|
|
(233,465 |
) |
| Balance, January 31, 2024 |
|
2,917,899,124 |
|
$ |
2,917,899 |
|
50,000 |
|
$ |
50 |
|
10,000 |
|
$ |
10 |
|
40,000 |
|
$ |
40 |
|
1,000,000 |
|
$ |
1,000 |
|
1,000,000 |
|
$ |
1,000 |
|
$ |
7,751,839 |
|
$ |
(11,692,515 |
) |
$ |
50,000 |
|
$ |
(970,678 |
) |
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
- 16 -
Index to Financial
Statements
NEUTRA CORP.
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN MEZZANINE EQUITY
| |
|
|
|
|
|
|
| |
Series G Preferred Stock |
|
| |
Shares |
|
Amount |
|
| |
|
|
|
|
| Balance, January 31, 2022 |
|
250,000 |
|
$ |
250,000 |
|
| |
|
|
|
|
|
|
| Series G preferred stock issued for cash |
|
60,200 |
|
|
60,200 |
|
| Series G preferred stock converted to common stock |
|
(275,000 |
) |
|
(275,000 |
) |
| |
|
|
|
|
|
|
| Balance, January 31, 2023 |
|
35,200 |
|
|
35,200 |
|
| |
|
|
|
|
|
|
| Series G preferred stock issued for cash |
|
— |
|
|
60,200 |
|
| Series G preferred stock converted to common stock |
|
(35,200 |
) |
|
(275,000 |
) |
| |
|
|
|
|
|
|
| Balance, January 31, 2024 |
|
— |
|
$ |
35,200 |
|
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
- 17 -
Index to Financial
Statements
NEUTRA CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| |
|
|
|
|
|
|
|
| |
|
Year ended January 31, |
|
| |
|
2024 |
|
2023 |
|
| |
|
|
|
|
|
|
|
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
| Net loss |
|
$ |
(233,465 |
) |
$ |
(561,417 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
| Depreciation |
|
|
48,239 |
|
|
78,906 |
|
| (Gain) loss on settlement of liabilities |
|
|
— |
|
|
198,156 |
|
| Inventory impairment |
|
|
18,610 |
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
| Accounts receivable |
|
|
(98 |
) |
|
— |
|
| Deposits |
|
|
— |
|
|
1,610 |
|
| Inventory |
|
|
5,236 |
|
|
(23,846 |
) |
| Accounts payable and accrued liabilities |
|
|
27,766 |
|
|
(9,748 |
) |
| Accounts payable to related parties |
|
|
120,035 |
|
|
101,332 |
|
| Accrued interest payable |
|
|
3,340 |
|
|
61,764 |
|
| NET CASH USED IN OPERATING ACTIVITIES |
|
|
(10,337 |
) |
|
(153,243 |
) |
| |
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
| Purchases of property and equipment |
|
|
— |
|
|
— |
|
| NET CASH USED IN INVESTING ACTIVITIES |
|
|
— |
|
|
— |
|
| |
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
| Proceeds from sale of Series G convertible preferred stock |
|
|
— |
|
|
50,000 |
|
| Stock subscriptions received |
|
|
— |
|
|
50,000 |
|
| Repayments of notes payable, related party |
|
|
— |
|
|
(5,844 |
) |
| Proceeds from issuance of note payable, related |
|
|
— |
|
|
60,000 |
|
| Proceeds from advance from related party |
|
|
10,000 |
|
|
— |
|
| NET CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
10,000 |
|
|
154,156 |
|
| |
|
|
|
|
|
|
|
| NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
|
(337 |
) |
|
913 |
|
| |
|
|
|
|
|
|
|
| CASH, at the beginning of the period |
|
|
1,969 |
|
|
1,056 |
|
| |
|
|
|
|
|
|
|
| CASH, at the end of the period |
|
$ |
1,632 |
|
$ |
1,969 |
|
| |
|
|
|
|
|
|
|
| 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 |
|
$ |
36,607 |
|
$ |
285,999 |
|
| Deemed dividend on Series G preferred stock |
|
$ |
— |
|
$ |
10,200 |
|
| Expenses paid on the Company’s behalf |
|
$ |
70,488 |
|
$ |
— |
|
| Conversion of note payable and accrued interest |
|
$ |
— |
|
$ |
541,919 |
|
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
- 18 -
Index to Financial
Statements
NEUTRA CORP.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2024
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.
Note 2. Going Concern
For the fiscal year ended January 31, 2024, the Company
had a net loss of $233,465 and negative cash flow from operations of $10,337. As of January 31, 2024, the Company has negative working
capital of $971,799. The Company has a history of recurring net losses and negative cash flows from operations. 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.
These factors raise a substantial doubt about the
Company’s ability to continue as a going concern. The accompanying unaudited consolidated 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.
- 19 -
Index to Financial
Statements
Note 3. Significant Accounting Policies
The significant accounting policies that the Company
follows are:
Basis of Presentation
The unaudited consolidated financial statements and
related disclosures have been prepared pursuant to the rules and regulations of the SEC. The unaudited consolidated financial statements
have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States
of America (“GAAP”).
Consolidated Financial Statements
The unaudited 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, 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.
Cash and Cash Equivalents
All cash, other than held in escrow, is maintained
with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits.
Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. Cash and cash equivalents
were $1,632 and $1,969 at January 31, 2024 and 2023, respectively.
Cash Flow Reporting
The Company follows ASC 230, Statement of Cash
Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or
financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”)
as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile
it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments
and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not
affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using
the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is
reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides
information about investing and financing activities not resulting in cash receipts or payments in the period.
Deposits
Deposits represent cash on deposit with the Company’s
attorney.
Inventory
Inventory is comprised of
packaging and supplies and at times raw materials. Inventory is valued at cost, based on the average cost method, unless and until the
net realizable value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to the net
realizable value. During the year ended January 31, 2024, the Company recognized an inventory impairment loss of $18,610.
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.
- 20 -
Index to Financial
Statements
Impairment of long-lived assets
Long-lived assets, including fixed assets and intangible
assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset
may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss
is measured as the amount by which the carrying amount of the long-lived asset exceeds its fair value. The Company determined that there
was no impairment of long-lived assets during the years ended January 31, 2024 and 2023.
Common stock
The Company records common stock issuances when all
of the legal requirements for the issuance of such common stock have been satisfied.
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.
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 |
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. During the years ended January 31, 2024 and 2023, there were a no refunds processed for
returned product.
The Company also provides consulting services of business
development. The revenue from this contract is recognized over time as the customer receives the benefit of the services under the contract.
For the years ended January 31, 2024 and 2023, revenue
from contracts with customers was $39,534 and $67,996, respectively. The revenue included consulting income from business development
consulting services to one customer which totaled $25,423 for the year ended January 31, 2024. For the year ended January 31, 2023, the
Company had two customers that accounted for 57% and 16% of total revenue.
- 21 -
Index to Financial
Statements
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.
Income Taxes
The Company accounts for income taxes under ASC 740
Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred
tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets
or liabilities were recognized as of January 31, 2024 and 2023, respectively.
Section 280E of the Internal Revenue Code, as
amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of
Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses
in the U.S. that are permitted under applicable state laws. Although the IRS has issued a clarification allowing the deduction of certain
expenses, the bulk of operating costs and general administrative costs are generally not permitted to be deducted. The operations of certain
of the Company’s subsidiaries are subject to Section 280E. This results in permanent differences between ordinary and necessary
business expenses deemed non-deductible under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily
correlate with pre-tax income or loss.
The Company recorded a provision for income taxes
in the amount of $639 during the year ended January 31, 2024 compared to $3,523 during the year ended January 31, 2023. Although we have
net operating losses that we believe are available to us to offset this entire tax liability, which arises under Section 280E of the Code
because we are a cannabis company, as a conservative measure, we have accrued this liability.
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.
Financial Instruments
The Company’s balance sheet includes certain
financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively
short period between the origination of these instruments and their expected realization.
FASB Accounting Standards Codification (ASC) 820 Fair
Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid
to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market
participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s
own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the
fair value hierarchy are described below:
- 22 -
Index to Financial
Statements
| Level 1 - |
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
| |
|
| Level 2 - |
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| |
|
| Level 3 - |
Inputs that are both significant to the fair value measurement and unobservable. |
Fair value estimates discussed herein are based upon
certain market assumptions and pertinent information available to management as of January 31, 2024 and 2023. The respective carrying
value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value
of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms that is not
significantly different from its stated value.
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. On December 14, 2022, the Company entered into a settlement agreement with a former customer who filed lawsuit against the
Company for medical issues after consuming a product sold by the Company agreed to pay $10,000 for full settlement of the customer’s
claims, which was paid subsequent to January 31, 2023. There were no other known commitments or contingencies as of January 31, 2024 and
January 31, 2023.
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.
Reclassification
Certain reclassifications have been made to our prior
year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously
reported results of operations or accumulated deficit.
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. Property and equipment, net
Property and equipment consist of the following:
| |
|
January 31, 2024 |
|
January 31, 2023 |
|
| Equipment |
|
$ |
236,717 |
|
$ |
236,717 |
|
| Total property and equipment |
|
|
236,717 |
|
|
236,717 |
|
| Less: accumulated depreciation |
|
|
(235,596 |
) |
|
(187,357 |
) |
| Property and equipment, net |
|
$ |
1,121 |
|
$ |
49,360 |
|
For the years ended January 31, 2024 and 2023, the
Company recognized depreciation expense of $48,239 and $78,906, respectively.
- 23 -
Index to Financial
Statements
Note 5. Related Party Transactions
During the years ended January 31, 2024 and 2023,
we incurred salary expense of $98,020 and $105,649 to our CEO, Sydney Jim. In addition, we incurred commission expense of $8,459 and $26,101
payable to Mr. Jim. Mr. Jim also paid a total of $70,488 in expenses of the Company on its behalf during the year ended January 31, 2024,
and he funded $10,000 in cash during the period.
As of January 31, 2024 and 2023, we owe Mr. Jim, or
entities controlled by him, $343,410 and $233,087, respectively, which is recorded on the balance sheet in “Accounts Payable –
Related Party” and $12,314 in “Advances payable to related party” related to the items discussed above.
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 January 31, 2023, the note principal balance was $54,156 and accrued interest was $5,176. The Company has not made all required
monthly payments under the note agreement to date.
During the year ended January 31, 2022, 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.
Note 6. Advances and Notes Payable
As of January 31, 2024 and 2023, 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 January 31, 2024, the note principal balance was $54,156 and accrued interest was $5,176. The Company is currently in default of
this loan agreement, and the entire balance is classified as a current liability on the Company’s unaudited consolidated balance
sheet.
Note 7. Income Taxes
There is no current or deferred income tax expense
or benefit for the years ended January 31, 2024 and 2023.
The statutory tax rate for the years ended January
31, 2024 and 2023 was 21%. The provision for income taxes is different from that which would be obtained by applying the statutory federal
income tax rate to income before income taxes. The items causing this difference for the periods ended January 31, 2024 and 2023 are as
follows.
| |
|
2024 |
|
|
2023 |
|
| Tax benefit (provision) at U.S. statutory rate |
|
$ |
48,895 |
|
|
$ |
117,158 |
|
| less: amortization of beneficial conversion feature |
|
|
— |
|
|
|
— |
|
| Plus: permanent differences for nondeductible items |
|
|
— |
|
|
|
(41,613) |
|
| Plus: Section 280E adjustment |
|
|
639 |
|
|
|
3,523 |
|
| Plus: Gain on settlement of debt and PPP loan forgiveness |
|
|
— |
|
|
|
— |
|
| less: change in valuation allowance |
|
|
(48,893 |
) |
|
|
(75,545 |
) |
| Tax provision, net |
|
$ |
639 |
|
|
$ |
3,523 |
|
Section 280E of the Internal Revenue Code, as amended,
prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule
I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the
U.S. that are permitted under applicable state laws. Although the IRS issued a clarification allowing the deduction of certain expenses,
the scope of such items is interpreted very narrowly and the bulk of operating costs and general administrative costs are not permitted
to be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions,
there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses.
- 24 -
Index to Financial
Statements
We recorded a provision for income taxes in the amount
of $639 during the year ended January 31, 2024 compared to $3,523 during the year ended January 31, 2023. Although the Company has net
operating losses that it believes are available to offset this entire tax liability, which arises under Section 280E of the Code because
we are a cannabis company, as a conservative measure, the Company has accrued this liability.
The Company’s deferred tax asset as of January
31, 2023 and 2022 consisted of the following:
| |
|
2024 |
|
|
2023 |
|
| Net operating loss carryforward |
|
$ |
1,104,441 |
|
|
$ |
966,187 |
|
| Valuation allowance |
|
|
(1,104,441 |
) |
|
|
(966,187 |
) |
| Deferred tax asset, net |
|
$ |
— |
|
|
$ |
— |
|
We have net operating loss carryforwards of approximately
$4,830,672 as of January 31, 2024.
Note 8. Convertible Notes Payable
Settlement of Convertible Note Payable
On December 2, 2022, the Company entered into a convertible
note exchange agreement with Lead Enterprises, Inc. Per the agreement, the Company issued 350,000,000 shares of common stock in exchange
for the settlement of the October 31, 2015 convertible note with principal of $156,976 with accrued interest of $194,573 and the January
31, 2016 in the principal of $82,735 with accrued interest of $107,635. As a result, the Company recognized a loss on settlement of liabilities
of $198,156. As of January 31, 2023, the convertible notes were settled in full.
Note 9. Shareholders’ Equity
Reincorporation
On August 16, 2019, the Company reincorporated from
Nevada to Wyoming. The reincorporation was approved by its board of directors and by the holders of a majority of the voting rights for
its common stock. There was no change in share ownership as a result of the reincorporation. Authorized shares in the Wyoming corporation
are unlimited shares of common stock and 20,000,000 shares of preferred stock.
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 January 31, 2024 and 2023, 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. As of January
31, 2024 and 2023, there are 10,000 shares of Series B Preferred Stock outstanding.
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. As of January 31, 2024 and 2023, there
are 40,000 shares of Series C Preferred Stock outstanding.
- 25 -
Index to Financial
Statements
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 January 31, 2023 and 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. As of January 31, 2024 and 2023, there are 1,000,000 shares of Series E Preferred Stock outstanding.
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 January 31, 2024 and 2023, there
are 1,000,000 shares of Series F Preferred Stock outstanding.
Series G convertible preferred stock
Fiscal Year Ended January 31, 2024
During the year ended January 31, 2024, the Company
the holder of the Series G convertible preferred stock converted 35,200 shares and accrued dividends of $1,408 into 174,323,810 shares
of common stock. As of January 31, 2024, there were no shares of Series G convertible preferred stock outstanding.
Fiscal Year Ended January 31, 2023
During the year ended January 31, 2023, 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 year ended January 31, 2023, the Company accrued dividends of $5,245, and the holder of the Series G convertible preferred
stock converted 275,000 shares and accrued dividends of $11,000 into 611,501,515 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.
Conversions to common stock – convertible
notes payable
During the year ended January 31, 2024, 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 |
| February 1, 2023 |
|
|
24,100 |
|
$ |
25,064 |
|
119,352,381 |
| February 10, 2023 |
|
|
11,100 |
|
|
11,543 |
|
54,971,429 |
| Total |
|
|
35,200 |
|
$ |
36,607 |
|
174,323,810 |
- 26 -
Index to Financial
Statements
During the year ended January 31, 2023, 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 |
| February 3, 2022 |
|
|
30,000 |
|
$ |
31,200 |
|
43,943,662 |
| February 10, 2022 |
|
|
29,600 |
|
|
30,784 |
|
48,100,000 |
| February 22, 2022 |
|
|
49,000 |
|
|
50,960 |
|
79,625,000 |
| March 18, 2022 |
|
|
40,200 |
|
|
41,808 |
|
97,227,907 |
| March 18, 2022 |
|
|
20,000 |
|
|
20,800 |
|
48,372,093 |
| April 25, 2022 |
|
|
30,000 |
|
|
31,200 |
|
62,400,000 |
| April 26, 2022 |
|
|
19,000 |
|
|
19,760 |
|
45,953,488 |
| June 8, 2022 |
|
|
20,000 |
|
|
20,800 |
|
57,777,778 |
| June 21, 2022 |
|
|
12,200 |
|
|
12,688 |
|
35,244,444 |
| January 20, 2023 |
|
|
25,000 |
|
|
25,999 |
|
92,857,143 |
| Total |
|
|
275,000 |
|
$ |
285,999 |
|
611,501,515 |
Note 10. Subsequent Events
Management has evaluated events through July 26, 2024, the date these financial
statements were available for issuance, and noted no events requiring disclosures.
- 27 -
Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Changes in Accountants
None.
Disagreements with Accountants
There were no disagreements with accountants on accounting
and financial disclosures for the years ended January 31, 2024 and 2023.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
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)). Based upon that evaluation, our
principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure
controls and procedures were not effective to ensure that information required to be disclosed in reports filed 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.
Limitations on Systems of Controls
Our management, including our principal executive
officer and principal financial officer, 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. To
address the material weaknesses identified in our evaluation, we performed additional analysis and other post-closing procedures in an
effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally
accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present
in all material respects our financial condition, results of operations and cash flows for the periods presented.
Management’s Report on Internal Control over
Financial Reporting
Our management is responsible for establishing and
maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f)
or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s
principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures
that:
| • |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
| |
|
| • |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
| |
|
| • |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. |
- 28 -
Table of Contents
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected
on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of January 31, 2024, management assessed the effectiveness
of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described
below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures
that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: lack
of a functioning audit committee; lack of a majority of independent members and a lack of a majority of outside directors on our board
of directors; inadequate segregation of duties consistent with control objectives; lack of a formal written policy for the approval, identification
and authorization of related party transactions; and management is dominated by a single individual. The aforementioned material weaknesses
were identified by our Chief Executive Officer in connection with the review of our financial statements as of January 31, 2024.
Management believes that the material weaknesses set
forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee
and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring
of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
ITEM 9B. OTHER INFORMATION
None.
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Our directors will each serve until a successor is
elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is
duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation
committees.
The name, address, age and position of our president,
secretary/treasurer, and director and vice president is set forth below:
| Name |
|
Age |
|
Position |
Sydney Jim
2500 CityWest Blvd., Ste 150-161
Houston, Texas 77042 |
|
38 |
|
President, Secretary, Treasurer, Principal Executive Officer,
Principal Financial and Accounting Officer, and Sole Director |
Mr. Jim was appointed as CEO and a member of the board
of directors on September 26, 2018.
Family Relationships
There are no family relationships among our directors,
executive officers or persons nominated to become executive officers or directors.
Involvement in Certain Legal Proceedings
During the past ten (10) years, none of our directors,
persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listed
in Item 401 (f) of Regulation S-K.
- 29 -
Table of Contents
Arrangements
There are no arrangements or understandings between
an executive officer, director or nominee and any other person pursuant to which he was or is to be selected as an executive officer or
director.
Committees of the Board of Directors
Our board of directors has not established any committees,
including an Audit Committee, a Compensation Committee, or a Nominating Committee, any committee performing a similar function. The functions
of those committees are being undertaken by our sole director. Because we do not have any independent directors, our sole director believes
that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than
substance.
We do not have a policy regarding the consideration
of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates,
nor has our sole director established a process for identifying and evaluating director nominees. We have not adopted a policy regarding
the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our
sole director has not considered or adopted any of these policies, as we have never received a recommendation from any stockholder for
any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do
not anticipate that any of our stockholders will make such a recommendation in the near future.
While there have been no nominations of additional
directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director
nominees.
Our directors are not an “audit committee financial
expert” within the meaning of Item 401(e) of Regulation S-K. In general, an “audit committee financial expert” is an
individual member of the audit committee or Board of Directors who:
| • |
understands generally accepted accounting principles and financial statements, |
| |
|
| • |
is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, |
| |
|
| • |
has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements, |
| |
|
| • |
understands internal controls over financial reporting, and |
| |
|
| • |
understands audit committee functions |
Our Board of Directors is comprised of Mr. Jim, Mr.
Daniel Chen, Mr. Gilbert Fung, Mr. Cole Munger and Mr. Amar Raval. Mr. Jim is also an officer of the Company and is involved in our day-to-day
operations. We would prefer to have an audit committee financial expert on our board of directors. As with most small, early stage companies
until such time our company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase
directors’ and officers’ insurance, the Company does not have any immediate prospects to attract independent directors. When
the Company is able to expand our Board of Directors to include independent directors, the Company intends to establish an Audit Committee
of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee
financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent
and the Company is not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors
include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our
Board of Directors.
WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND THE COMPANY
HAS NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS
AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST, AND SIMILAR MATTERS.
Code of Business Conduct and Ethics
We have adopted a code of ethics meeting the requirements
of Section 406 of the Sarbanes-Oxley Act of 2002. We believe our code of ethics is reasonably designed to deter wrongdoing and promote
honest and ethical conduct; provide full, fair, accurate, timely, and understandable disclosure in public reports; comply with applicable
laws; ensure prompt internal reporting of violations; and provide accountability for adherence to the provisions of the code of ethic.
- 30 -
Table of Contents
ITEM 11. EXECUTIVE COMPENSATION
Mr. Jim is paid $100,000 per year for his services
to the company.
The table below summarizes all compensation awards
to, earned by, or paid to our named executive officer for all service rendered in all capacities to us for the fiscal years ended January
31, 2024 and 2023:
SUMMARY COMPENSATION TABLE
| Name and Principal Position |
|
Fiscal Year |
|
Salary ($) |
|
Bonus ($) |
|
Stock Awards ($) |
|
Option Awards ($) |
|
Non-Equity Incentive Plan Compensation ($) |
|
Nonqualified Deferred Compensation ($) |
|
All Other Compensation ($) |
|
Total
($) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sydney Jim |
|
2024 |
|
100,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
100,000 |
| CEO and chairman |
|
2023 |
|
105,649 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
105,649 |
| of the board |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTSTANDING EQUITY AWARDS AT JANUARY, 31, 2024
| |
|
Option Awards |
|
Stock Awards |
| Name |
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
|
Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
|
Option Exercise Price ($) |
|
Option Expiration Date |
|
Number of Shares of Stock That Have Not Vested (#) |
|
Market Value of Shares of Stock That Have Not Vested ($) |
|
Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not Vested (#) |
|
Equity Incentive Plan Awards: market or Payout Value of Unearned Shares or Other Rights That Have Not Vested ($) |
| Sydney Jim |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Employment Agreements & Retirement Benefits
None of our executive officers is subject to employment
agreements, but we may enter into such agreements with them in the future. We have no plans providing for the payment of any retirement
benefits.
Director Compensation
Directors receive no compensation for serving on the
Board. We have no non-employee directors.
Our Board of Directors is comprised of Sydney Jim.
Mr. Jim also serves as the CEO of the Company. None of our directors has or had a compensation arrangement with the Company for director
services, nor have any of them been compensated for director services since the Company’s inception.
We reimburse our directors for all reasonable ordinary
and necessary business related expenses, but we did not pay director’s fees or other cash compensation for services rendered as
a director in the year ended January 31, 2024 or 2023 to any of the individuals serving on our Board during that period. We have no standard
arrangement pursuant to which our directors are compensated for their services in their capacity as directors. We may pay fees for services
rendered as a director when and if additional directors are appointed to the Board of Directors.
Director Independence
We do not currently have any independent directors
and we do not anticipate appointing additional directors in the foreseeable future. If we engage further directors and officers, however,
we plan to develop a definition of independence.
- 31 -
Table of Contents
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
We do not currently have a stock option plan in favor
of any director, officer, consultant, or employee of our company. No individual grants of stock options, whether or not in tandem with
stock appreciation rights known as SARs or freestanding SARs have been made to our sole director and officer since our inception; accordingly,
no stock options have been granted or exercised by our sole director and officer since we were founded.
The following table sets forth certain information
as of July 31, 2024, with respect to the beneficial ownership of our common stock by each
beneficial owner of more than 5% of the outstanding shares of common stock of the Company, each director, each executive officer named
in the “Summary Compensation Table” and all executive officers and directors of the Company as a group, and sets forth the
number of shares of common stock owned by each such person and group. Unless otherwise indicated, the owners have sole voting and investment
power with respect to their respective shares.
| Name of Beneficial Owner |
|
Number of Shares
Beneficially Owned |
|
Percentage of Outstanding
Common Stock Owned |
| Sydney Jim, CEO (1) |
|
20,000,000 |
|
2 |
% |
| |
|
|
|
|
|
| All directors and executive officers as a group (1) person. |
|
20,000,000 |
|
2 |
% |
__________
(1) In addition to the common stock, Mr. Jim owns
1,000,000 shares of the Company’s Series F Preferred Stock which represents 100% of the outstanding Series F Preferred Stock. The
Series F Preferred Stock carries 2/3 voting control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
None.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Not applicable.
PART
IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
______________
| (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. |
- 32 -
Table of Contents
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: August 2, 2024 |
BY: /s/ Sydney Jim |
| |
Sydney Jim |
| |
President, Secretary, Treasurer, Principal Executive Officer,
Principal Financial and Accounting Officer and Sole Director |
- 33 -
Exhibit 21
SUBSIDIARIES OF THE REGISTRANT
Diamond Anvil Designs, LLC, a Texas limited-liability corporation, is a wholly owned subsidiary
of Neutra Corp.
Vivis Corporation, a Wyoming corporation, is a wholly owned subsidiary of Neutra Corp.
Exhibit 31.1
RULE 13A-14(A)/15D-14(A) CERTIFICATION
I, Sydney Jim, certify that:
1. I have reviewed this annual report on Form 10-K
for the year ended January 31, 2024 of Neutra Corp.
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:
a. Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b. Designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 2, 2024 |
BY: /s/ Sydney Jim |
|
|
Sydney Jim |
|
|
President, Secretary, Treasurer, Principal Executive Officer,
Principal Financial
and Accounting Officer and Sole Director |
Exhibit 32.1
SECTION 1350 CERTIFICATION
In connection with the annual report of Neutra Corp.
(the “Company”) on Form 10-K for the year ended January 31, 2024 as filed with the Securities and Exchange Commission (the
“Report”), I, Sydney Jim, President of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
2. |
The information contained in the Report fairly presents, in
all material respects, the financial condition and result of operations of the Company. |
|
Date: August 2, 2024 |
BY: /s/ Sydney Jim |
|
|
Sydney Jim |
|
|
President, Secretary, Treasurer, Principal Executive Officer,
Principal Financial
and Accounting Officer and Sole Director |
A signed original of this written statement required
by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within
the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.
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