Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended October 31, 2019

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)
54 Sugar Creek Center Blvd., Suite 200 Sugar Land, Texas		77478
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: 702-793-4121

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes  [_] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

[X] Yes  [_] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer	[_]	Accelerated filer	[_]
	Non-accelerated filer	[X]	Smaller reporting company	[X]
			Emerging growth company	[_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[_] Yes  [X] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of December 20, 2019, 547,765,602 shares of common stock are issued and outstanding.

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TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Consolidated Balance Sheets	4
Consolidated Statements of Operations	5
Consolidated Statement of Stockholders’ Deficit	6
Consolidated Statements of Cash Flows	8
Notes to the Unaudited Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures about Market Risk	19
Item 4. Controls and Procedures	19
PART II — OTHER INFORMATION	20
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults upon Senior Securities	20
Item 4. Mine Safety Disclosures	20
Item 5. Other Information	20
Item 6. Exhibits	20

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2019. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

OTHER PERTINENT INFORMATION

When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to Neutra Corp., a Wyoming corporation.

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NEUTRA CORP.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

		October 31, 2019			January 31, 2019
ASSETS
CURRENT ASSETS
Deposits		$	3,196		$	163,596
Prepaid expenses			12,500			—
Total current assets			15,696			163,596
TOTAL ASSETS		$	15,696		$	163,596
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	369,790		$	458,481
Accounts payable to related party			172,140			83,692
Advances payable			3,450			3,450
Convertible notes payable, in default			288,997			527,568
Convertible notes payable, net of discount of $95,642 and $147,302, respectively			20,358			61,684
Accrued interest payable			155,418			134,291
Total current liabilities			1,010,153			1,269,166
TOTAL LIABILITIES			1,010,153			1,269,166
COMMITMENTS AND CONTINGENCIES			—			—
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; unlimited shares authorized; 454,277,229 and 34,126,328 shares issued and outstanding at October 31, 2019 and January 31, 2019, respectively			454,277			34,126
Preferred stock, 20,000,000 shares authorized:
Series E preferred stock, $0.001 par value; 1,000,000 shares issued and outstanding at October 31, 2019 and January 31, 2019			1,000			1,000
Series F preferred stock, $0.001 par value; 1,000,000 shares issued and outstanding at October 31, 2019			1,000			—
Additional paid-in capital			7,898,022			7,722,991
Accumulated deficit			(9,348,756	)		(8,863,687	)
Total stockholders’ deficit			(994,957	)		(1,105,570	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	15,696		$	163,596

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

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NEUTRA CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Nine months ended October 31,						Three months ended October 31,
	2019			2018			2019			2018
REVENUE	$	—		$	—		$	—		$	—
OPERATING EXPENSES
General and administrative		305,439			1,633,387			180,785			1,507,186
LOSS FROM OPERATIONS		(305,439	)		(1,631,381	)		(180,785	)		(1,507,186	)
OTHER INCOME (EXPENSE)
Interest expense		(253,955	)		(352,367	)		(38,274	)		(206,251	)
Other income		—			2,006			—			—
Gain on settlement of debt		74,325			—			—			—
Total other income (expense)		(179,630	)		(350,361	)		(38,274	)		(296,251	)
NET LOSS	$	(485,069	)	$	(1,983,748	)	$	(219,059	)	$	(1,713,437	)
NET LOSS PER COMMON SHARE – Basic and fully diluted	$	(0.00	)	$	(0.21	)	$	(0.00	)	$	(0.12	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and fully diluted		142,942,479			9,303,902			298,801,842			13,794,138

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

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NEUTRA CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

		Common Stock					Series E Preferred Stock					Series F Preferred Stock					Additional Paid-In			Accumulated
		Shares		Amount			Shares		Amount			Shares		Amount			Capital			Deficit			Total
BALANCE, January 31, 2019		34,126,328		$	34,126		1,000,000		$	1,000		—		$	—		$	7,722,991		$	(8,863,687	)	$	(1,105,570	)
Common stock issued for debt conversion		6,401,340			6,401		—			—		—			—			42,397			—			48,798
Net loss		—			—		—			—		—			—			—			(128,212	)		(128,212	)
BALANCE, April 30, 2019		40,527,668		$	40,527		1,000,000		$	1,000		—		$	—		$	7,765,388		$	(8,991,899	)	$	(1,184,984	)
Common stock issued for debt conversion		137,649,292			137,650		—			—		—			—			71,448			—			209,098
Beneficial conversion discount on issuance of convertible note payable		—			—		—			—		—			—			60,000			—			60,000
Net loss		—			—		—			—		—			—			—			(137,798	)		(137,798	)
BALANCE, July 31, 2019		178,176,960		$	178,177		1,000,000		$	1,000		—		$	—		$	7,896,836		$	(9,129,697	)	$	(1,053,684	)
Common stock issued for debt conversion		276,100,269			276,100		—			—		—			—			(137,744	)		—			138,356
Preferred stock issued for services		—			—		—			—		1,000,000			1,000			88,930			—			89,930
Beneficial conversion discount on issuance of convertible note payable		—			—		—			—		—			—			50,000			—			50,000
Net loss		—			—		—			—		—			—			—			(219,059	)		(219,059	)
BALANCE, October 31, 2019		454,277,229		$	454,277		1,000,000		$	1,000		1,000,000		$	1,000		$	7,898,022		$	(9,348,756	)	$	(994,957	)

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

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NEUTRA CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT, continued

(UNAUDITED)

		Common Stock					Series E Preferred Stock					Additional Paid-In			Accumulated
		Shares		Amount			Shares		Amount			Capital			Deficit			Total
BALANCE, January 31, 2018		6,839,274		$	6,839		1,000,000		$	1,000		$	5,661,911		$	(6,434,222	)	$	(764,472	)
Common stock issued for debt conversion		343,709			344		—			—			18,560			—			18,904
Beneficial conversion discount on issuance of convertible note payable		—			—		—			—			142,500			—			142,500
Net loss		—			—		—			—			—			(131,844	)		(131,844	)
BALANCE, April 30, 2018		7,182,983		$	7,183		1,000,000		$	1,000		$	5,822,971		$	(6,566,066	)	$	(734,912	)
Net loss		—			—		—			—			—			(138,467	)		(138,467	)
BALANCE, July 31, 2018		7,182,983		$	7,183		1,000,000		$	1,000		$	5,822,971		$	(6,704,533	)	$	(873,379	)
Common stock issued for debt conversion		1,608,096			1,608		—			—			54,887			—			56,495
Common stock issued to CEO for services		20,000,000			20,000		—			—			1,444,000			—			1,464,000
Beneficial conversion discount on issuance of convertible note payable		—			—		—			—			194,500			—			194,500
Net loss		—			—		—			—			—			(1,713,437	)		(1,713,437	)
BALANCE, October 31, 2018		28,791,079		$	28,791		1,000,000		$	1,000		$	7,516,358		$	(8,417,970	)	$	(871,821	)

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

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NEUTRA CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		Nine months ended October 31,
		2019			2018
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss		$	(485,069	)	$	(1,983,748	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible note payable			167,660			298,567
Gain on settlement of convertible note payable			(74,325	)		—
Common stock issued for services			—			1,464,000
Preferred stock issued for services			89,930			—
Changes in operating assets and liabilities:
Deposits			160,400			(98,604	)
Prepaid expenses			(12,500	)		—
Accounts payable and accrued liabilities			(88,691	)		—
Accounts payable – related party			88,448			—
Accrued interest payable			85,364			37,785
NET CASH USED IN OPERATING ACTIVITIES			(68,783	)		(282,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable			110,000			337,000
Repayment of convertible notes payable			(41,217	)		(55,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES			68,783			282,000
NET INCREASE (DECREASE) IN CASH			—			—
CASH, at the beginning of the period			—			—
CASH, at the end of the period		$	—		$	—
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest		$	749		$	—
Taxes		$	—		$	—
Noncash investing and financing transaction:
Beneficial conversion discount on convertible note payable		$	110,000		$	337,000
Conversion of convertible notes payable.		$	396,252		$	75,399

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

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NEUTRA CORP.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2019

Note 1. Background Information

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

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

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

Note 2. Going Concern

For the nine months ended October 31, 2019, the Company had a net loss of $485,069 and did not have positive cash flow from operations. As of October 31, 2019, the Company has negative working capital of $994,957.

These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raises doubts about the Company’s ability to continue as a going concern.

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.

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Note 3. Significant Accounting Policies

The significant accounting policies that the Company follows are:

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended January 31, 2019 and notes thereto and other pertinent information contained in our Form 10-K that we filed with the Securities and Exchange Commission (the “SEC”).

The results of operations for the nine-month period ended October 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2020.

Basis of Presentation

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

Consolidated Financial Statements

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries from the date of their formations. 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.

Earnings (Loss) per Common Share

We compute basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing our net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing our net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported.

Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of October 31, 2019 and January 31, 2019.

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Recently Adopted Accounting Pronouncements

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. The Company adopted this ASU on February 1, 2019. The adoption did not have an impact on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases, as a new Topic, ASC Topic 842. The new lease guidance supersedes Topic 840. The core principle of the guidance is that a company should recognize the assets and liabilities that arise from leases. The Company adopted this guidance on February 1, 2019 by applying the optional transition approach as of the beginning of the period of adoption. Comparative periods, including the disclosures related to those periods, were not restated. On the adoption date, the Company elected the following practical expedients which are provided in the lease standard:

●	an election not to apply the recognition requirements in the lease standard to short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that the Company is reasonably certain to exercise);
●	a package of practical expedients to not reassess whether a contract is or contains a lease, lease classification and initial direct costs;
●	a practical expedient to use hindsight when determining the lease term; and
●	a practical expedient that permits combining lease and non-lease components in a contract and accounting for the combination as a lease (elected by asset class).

For the nine months ended October 31, 2019, the Company recognized short-term lease expense of $5,200. The adoption of the lease standard had no other impact on the Company’s financial position or results of operations.

Recently Issued Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify certain disclosure requirements of fair value measurements and are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The adoption of the Update is not expected to have an impact on the Company’s financial position or results of operations. The Company is currently unable to determine the impact on its financial statement disclosures of the adoption of this new accounting pronouncement.

In January 2017, the FASB issued ASU No. 2017-4, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments in this update. A public business entity that is an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company currently does not have any goodwill. The adoption of ASU No. 2017-4 is not expected to have a material impact on the Company’s financial statements.

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In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments of this ASU are effective for public business entities for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments in this Update are to be applied prospectively on or after the effective date. The Company is currently unable to determine the impact on its financial statements of the adoption of this new accounting pronouncement.

Note 4. Deposits

Deposits represent cash on deposit with the Company’s attorney. As of October 31, 2019 and January 31, 2019, the Company had amounts on deposit with its attorney in the amounts of $3,196 and $163,596, respectively.

Note 5. Prepaid expenses

As of October 31, 2019, prepaid expenses include amounts paid for investor relations services to be provided in the second half of the fiscal year ending January 31, 2020.

Note 6. Related Party Transactions

As of October 31, 2019, we owe Mr. Brown $80,200, which is recorded on the balance sheet in “Accounts Payable – Related Party.”

During the nine months ended October 31, 2019, we incurred and paid salary expense of $66,667 to our CEO, Sydney Jim. As of October 31, 2019, we owe Mr. Jim $49,555, which is recorded on the balance sheet in “Accounts Payable – Related Party.”

Acquisition of Vivis

Effective August 30, 2019, the Company entered into an agreement to purchase all of the outstanding stock of Vivis Corporation, a Wyoming corporation, (“Vivis”) from Sydney Jim, the Company’s 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. Since this transaction involves our CEO, it will be accounted for as a related party transaction.

 

The acquisition of Vivis was accounted for as an asset acquisition according to ASC 805-10 Business Combinations. The primary asset held by Vivis at the date of the acquisition was inventory.

Note 7. Advances

As of October 31, 2019 and January 31, 2019, 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.

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Note 8. Convertible Notes Payable

Convertible notes payable consists of the following as of October 31, 2019 and January 31, 2019:

		October 31, 2019			January 31, 2019
Convertible note, dated July 31, 2015, bearing interest at 10% per annum, matured on July 31, 2017 and convertible into shares of common stock at $0.01 per share			—			72,640
Convertible note, dated October 31, 2015, bearing interest at 10% per annum, bearing default interest at 25% per annum, matured on October 31, 2018 and convertible into shares of common stock at $0.50 per share, in default			156,976			156,976
Convertible note, dated January 31, 2016, bearing interest at 10% per annum, bearing default interest at 25% per annum, matured on January 31, 2019 and convertible into shares of common stock at a 60% discount to the market price, in default			82,735			82,735
Convertible note, dated March 14, 2016, bearing interest at 8% per annum, matured on March 14, 2017, and convertible into shares of common stock at a 45% discount to the market price			—			1,217
Convertible note, dated May 26, 2016, bearing interest at 10% per annum, bearing default interest at 25% per annum, matured on May 26, 2017, and convertible into shares of common stock at a 45% discount to the market price, in default			49,286			67,986
Convertible note, dated February 6, 2018, bearing interest at 8% per annum, bearing default interest at 24% per annum, maturing November 6, 2018, and convertible into shares of common stock at a 45% discount to the lowest trading price in the 20 days prior to conversion with a floor on the conversion price of $0.00005			—			78,000
Convertible note, dated February 6, 2018, bearing interest at 8% per annum, bearing default interest at 24% per annum, maturing November 6, 2018, and convertible into shares of common stock at a 45% discount to the lowest trading price in the 20 days prior to conversion with a floor on the conversion price of $0.00005, in default			—			136,000
Convertible note, dated November 1, 2018, bearing interest at 8% per annum, bearing default interest at 22% per annum, maturing August 15, 2019, and convertible into shares of common stock at a 39% discount to the lowest trading price in the 15 days prior to conversion with a floor on the conversion price of $0.00005			—			103,000
Convertible note, dated December 31, 2018, bearing interest at 8% per annum, bearing default interest at 22% per annum, maturing October 15, 2019, and convertible into shares of common stock at a 39% discount to the lowest trading price in the 15 days prior to the conversion with a floor on the conversion price of $0.00005			—			38,000
Convertible note, dated May 21, 2019, bearing interest at 8% per annum, bearing default interest at 22% per annum, maturing March 21, 2020, and convertible into shares of common stock at a 39% discount to the lowest trading price in the 15 days prior to the conversion with a floor on the conversion price of $0.00005			63,000			—
Convertible note, dated August 6, 2019, bearing interest at 8% per annum, bearing default interest at 22% per annum, maturing July 31, 2020, and convertible into shares of common stock at a 39% discount to the lowest trading price in the 15 days prior to the conversion with a floor on the conversion price of $0.00005			53,000			—
Total convertible notes payable		$	404,997		$	736,554
Less: discount on current convertible notes payable			(95,642	)		(147,302	)
Less: convertible notes payable, in default			(288,997	)		(527,568	)
Current convertible notes payable, net of discount		$	20,358		$	61,684

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Convertible Promissory Notes Issued for Cash

On May 21, 2019, we issued a convertible promissory note to a third party for cash proceeds of $60,000. The note is in the amount of $63,000, and it matures on March 21, 2020. The note bears interest at 8% and default interest at 22% per year. The note is convertible into shares of our common stock at a 39% discount to our lowest bid price over the preceding 15 days with a floor on the conversion price of $0.00005.

On August 6, 2019, we issued a convertible promissory note to a third party for cash proceeds of $50,000. The note is in the amount of $53,000, and it matures on July 31, 2020. The note bears interest at 8% per year and is convertible into shares of our common stock at a 39% discount to our lowest trading price over the preceding 15 days with a floor on the conversion price of $0.00005.

We evaluated the terms of the note in accordance with ASC Topic No. 815 – 40, Derivatives and Hedging – Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. We determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. We then evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, we recognized beneficial conversion discount of $63,000 on May 21, 2019 and a beneficial conversion discount of $50,000 on August 6, 2019. We recorded the beneficial conversion discount as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. Discounts to the Convertible Notes Payable are amortized to interest expense using the effective interest method over the life of the respective notes.

On February 6, 2018, we issued a convertible promissory note to a third party for cash. The note (the “front-end note”) was in the amount of $150,000, and it matures on November 6, 2018. The note bears interest at 8% per year, default interest at 22% per year and is convertible into shares of our common stock at a 45% discount to our lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005.

We evaluated the terms of the note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. We determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. We then evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, we recognized beneficial conversion discount of $142,500 on February 6, 2018. We recorded the beneficial conversion discount as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. Discounts to the Convertible Notes Payable are amortized to interest expense using the effective interest method over the life of the respective notes.

During the nine months ended July 31 2019 and 2018, we recorded amortization of discounts on convertible notes payable and recognized interest expense of $167,660 and $298,567, respectively.

Conversions to Common Stock

During the nine months ended October 31, 2019, the holders of our convertible promissory notes converted $396,252 of principal and accrued interest into 420,150,901 shares of our common stock. During nine months ended October 31, 2018, the holders of our convertible promissory notes converted $75,399 of principal and accrued interest into 1,951,805 shares of our common stock.

See Note 8 for a detail of the conversions. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion.

Settlement of Convertible Note Payable

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

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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.

Conversions to common stock

During nine months ended October 31, 2019, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:

Date		Amount Converted			Number of Shares Issued
February 21, 2019		$	10,856		981,959
March 7, 2019			10,889		989,899
March 28, 2019			8,748		1,060,417
April 9, 2019			7,296		1,326,599
April 30, 2019			11,009		2,042,466
May 9, 2019			10,000		1,639,344
May 17, 2019			8,600		2,000,000
May 20, 2019			8,600		2,000,000
May 28, 2019			7,750		2,236,589
May 31, 2019			8,200		2,000,000
June 3, 2019			8,200		2,000,000
June 5, 2019			6,800		2,000,000
June 5, 2019			7,761		2,565,511
June 7, 2019			6,600		2,000,000
June 10, 2019			6,000		2,000,000
June 12, 2019			7,773		5,047,474
June 12, 2019			4,600		2,000,000
June 13, 2019			6,900		3,000,000
June 13, 2019			7,800		3,391,304
June 14, 2019			7,800		3,391,304
June 14, 2019			7,404		5,049,494
June 17, 2019			5,300		4,076,923
June 18, 2019			5,300		4,076,923
June 18, 2019			5,942		5,144,165
June 20, 2019			4,900		4,083,333
June 21, 2019			1,520		1,551,020
June 21, 2019			8,428		9,577,773
July 1, 2019			4,700		4,795,918
July 1, 2019			4,700		4,795,918
July 2, 2019			4,700		4,795,918
July 3, 2019			4,700		4,795,918
July 8, 2019			6,300		6,428,571
July 8, 2019			6,200		6,326,531
July 9, 2019			6,300		6,428,571
July 10, 2019			1,920		2,086,957
July 23, 2019			9,122		13,820,803
July 26, 2019			8,278		12,543,030
August 1, 2019			8,608		13,041,818
August 12, 2019			13,527		18,918,755
August 21, 2019			11,741		15,247,623
August 29, 2019			11,491		16,070,713
September 3, 2019			11,496		16,077,622
September 6, 2019			11,456		16,022,559
September 12, 2019			11,792		16,492,308
September 25, 2019			10,000		25,000,000
September 26, 2019			12,684		28,826,568
October 4, 2019			10,930		33,122,485
October 11, 2019			6,471		19,608,091
October 16, 2019			8,700		29,000,000
October 24, 2019			9,462		28,671,727
Total		$	396,252		420,150,901

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During nine months ended October 31, 2018, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:

Date		Amount Converted			Number of Shares Issued
April 26, 2018		$	18,904		343,709
September 12, 2018			21,209		550,094
September 28, 2018			21,280		552,727
October 25, 2018			14,006		505,275
Total		$	75,399		1,951,805

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

Note 10. Subsequent Events

During the period from November 1, 2019 through December 20, 2019, the Company issued 93,488,373 shares of common stock on conversion of convertible notes payable in the amount of $40,200.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our financial statements and related notes appearing elsewhere herein. This discussion and analysis contains forward-looking statements including information about possible or assumed results of our financial conditions, operations, plans, objectives, and performance that involve risk, uncertainties, and assumptions. The actual results may differ materially from those anticipated in such forward-looking statements. For example, when we indicate that we expect to increase our product sales and potentially establish additional license relationships, these are forward-looking statements. The words expect, anticipate, estimate or similar expressions are also used to indicate forward-looking statements.

Background of our Company

Neutra Corp. was incorporated in Florida on January 11, 2011. On October 5, 2015, we reincorporated from Florida to Nevada. On August 16, 2019, we reincorporated from Nevada to Wyoming. The reincorporation was approved by our board of directors and by the holders of a majority of the voting rights for our common stock. There was no change in share ownership as a result of the reincorporation. Our authorized shares in the Wyoming corporation are unlimited shares of common stock and 20,000,000 shares of preferred stock.

We have established a fiscal year end of January 31.

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

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

Plan of Operations

We believe we do not have adequate funds to fully execute our business plan for the next twelve months unless we obtain additional funding. However, should we not raise this capital, we will allocate our funding to first assure that all State, Federal and SEC requirements are met.

As of October 31, 2019, we had cash on hand of $0.

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

Critical Accounting Policies

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

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

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the year ended January 31, 2019 on Form 10-K.

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Results of Operations

Nine months ended October 31, 2019 compared to the nine months ended October 31, 2018.

General and Administrative Expenses

We recognized general and administrative expenses of $305,439 and $1,633,387 for the nine months ended October 31, 2019 and 2018, respectively. During the nine months ended October 31, 2019 and 2018, we recognized stock compensation expense of $89,930 and $1,464,000, respectively.

Other Income

We recognized other income of $2,006 for the nine months ended October 31, 2018 related to our agreement with Artillery. There was no such income during the nine months ended October 31, 2019.

Interest Expense

Interest expense decreased from $352,367 for the nine months ended October 31, 2018 to $253,955 for the nine months ended October 31, 2019. During the nine months ended October 31, 2019, we amortized $167,660 of the discount on our convertible notes, compared to $298,567 for the comparable period of 2018. The remaining change is due to interest expense on our convertible promissory notes.

Gain on Settlement of Convertible Note Payable

During the nine months ended October 31, 2019, we recognized a gain on settlement of convertible note payable of $74,325 as a result of settling a convertible note payable with total principal and accrued interest of $114,325 for a cash payment of $40,000.

Net Loss

We incurred a net loss of $485,069 for nine months ended October 31, 2019 as compared to $1,983,748 for the comparable period of 2018. The decreased net loss is due to the gain on settlement of convertible note payable offset by the increase in interest expense.

Three months ended October 31, 2019 compared to the three months ended October 31, 2018.

General and Administrative Expenses

We recognized general and administrative expenses of $180,785 and $1,507,186 for the three months ended October 31, 2019 and 2018, respectively. The decrease is primarily due to decreased stock compensation expense.

Interest Expense

Interest expense decreased from $206,251 for the three months ended October 31, 2018 to $38,274 for the three months ended October 31, 2019. During the three months ended October 31, 2019, we amortized $14,034 of the discount on our convertible notes, compared to $179,058 for the comparable period of 2018. The remaining change is due to interest expense on our convertible promissory notes.

Net Loss

We incurred a net loss of $219,059 for three months ended October 31, 2019 as compared to $1,713,437 for the comparable period of 2018.

Liquidity and Capital Resources

At October 31, 2019, we had cash on hand of $0. We have negative working capital of $994,957. Net cash used in operating activities for the nine months ended October 31, 2019 was $68,783. Cash on hand is adequate to fund our operations for less than one month. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to us. We have no material commitments for capital expenditures as of October 31, 2019.

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Additional Financing

Additional financing is required to continue operations. Although actively searching for available capital, we do not have any current arrangements for additional outside sources of financing and cannot provide any assurance that such financing will be available.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Internal Control over Financial Reporting

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2019. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of October 31, 2019, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

1.	As of October 31, 2019, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
2.	As of October 31, 2019, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.
3.	As of October 31, 2019, we did not maintain effective controls over transactions with related parties. Specifically, controls were not designed and in place to ensure that all transactions with related parties were captured and tracked in our financial statements. Management has determined that this control deficiency constitutes a material weakness.

Our management, including our principal executive officer and principal financial officer, who is the same person, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Change in Internal Controls Over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

ITEM 1A. RISK FACTORS

This item is not applicable to smaller reporting companies.

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

During three months ended October 31, 2019, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:

Date		Amount Converted			Number of Shares Issued
August 1, 2019			8,608		13,041,818
August 12, 2019			13,527		18,918,755
August 21, 2019			11,741		15,247,623
August 29, 2019			11,491		16,070,713
September 3, 2019			11,496		16,077,622
September 6, 2019			11,456		16,022,559
September 12, 2019			11,792		16,492,308
September 25, 2019			10,000		25,000,000
September 26, 2019			12,684		28,826,568
October 4, 2019			10,930		33,122,485
October 11, 2019			6,471		19,608,091
October 16, 2019			8,700		29,000,000
October 24, 2019			9,462		28,671,727

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We have not defaulted upon senior securities.

ITEM 4. MINE SAFETY DISCLOSURES

This item is not applicable to the Company.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
14.1	Code of Ethics (1)
21	Subsidiaries of the Registrant (2)
31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and accounting officer. (2)
32.1	Section 1350 Certification of principal executive officer and principal financial accounting officer. (2)
101	XBRL data files of Financial Statement and Notes contained in this Quarterly Report on Form 10-Q. (2)(3)

__________

(1)	Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on February 24, 2011.
(2)	Filed or furnished herewith.
(3)	To be submitted by amendment.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Neutra Corp.
Date: December 23, 2019	BY: /s/ Sydney Jim
	Sydney Jim
	President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer, and Sole Director

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