NEUTRA CORP. - Quarter Report: 2016 October (Form 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, 2016


[_]	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)


Nevada		27-4505461
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification Number)

400 South 4th Street, Suite 500 Las Vegas, Nevada		89101
(Address of principal executive offices)		(Zip code)

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

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 Web site, 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.

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	[_]	Smaller reporting company	[X]
(Do not check is smaller reporting company)

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

Yes [_] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of January 31, 2017, there are 2,728,440 shares of common stock issued and outstanding.

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	7

Notes to the Unaudited Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3. Quantitative and Qualitative Disclosures about Market Risk	17

Item 4. Controls and Procedures	17

PART II — OTHER INFORMATION	18

Item 1. Legal Proceedings	18

Item 1A. Risk Factors	18

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18

Item 3. Defaults upon Senior Securities	18

Item 4. Mine Safety Disclosures	18

Item 5. Other Information	18

Item 6. Exhibits	18

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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, 2016. 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 Nevada corporation.

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NEUTRA CORP.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	October 31, 2016			January 31, 2016
ASSETS

CURRENT ASSETS
Cash and cash equivalents		—			284
Total current assets		—			284

TOTAL ASSETS	$	—		$	284

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	422,965		$	390,584
Accounts payable to related party		53,693			6,923
Bank overdraft		1,398			—
Advances payable		3,450			—
Current portion of convertible notes payable, net of discount of $192,733 and $0, respectively		57,424			—
Current portion of accrued interest payable		14,688			—
Total current liabilities		553,618			397,507

Convertible notes payable, net of discount of $283,734 and $467,420, respectively		23,963			17,550
Accrued interest payable		10,840			10,526
TOTAL LIABILITIES		588,421			425,583

COMMITMENTS AND CONTINGENCIES		—			—

STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 480,000,000 shares authorized; 2,293,831 and 1,722,472 shares issued and outstanding at October 31, 2016 and January 31, 2016, respectively		2,294			1,722
Series E preferred stock, $0.001 par value; 20,000,000 shares authorized; 1,000,000 shares issued or outstanding at October 31, 2016 and January 31, 2016, respectively		1,000			1,000
Additional paid-in capital		4,970,146			4,619,288
Accumulated deficit		(5,561,861	)		(5,047,309	)
Total stockholders’ deficit		(588,421	)		(425,299	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	—		$	284

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,
	2016			2015			2016			2015

REVENUE	$	—		$	—		$	—		$	—

OPERATING EXPENSES
General and administrative expenses		275,619			389,861			67,162			143,969

LOSS FROM OPERATIONS		(275,619	)		(389,861	)		(67,162	)		(143,969	)

OTHER INCOME (EXPENSE)
Interest expense		(251,333	)		(375,057	)		(99,136	)		(96,519	)
Loss on Diamond Anvil acquisition		—			(30,000	)		—			—
Gain (loss) on note modification		12,400			—			—			—
Total other income (expense)		(238,933	)		(405,057	)		(99,136	)		(96,519	)

NET LOSS	$	(514,552	)	$	(794,918	)	$	(166,298	)	$	(240,488	)


NET LOSS PER COMMON SHARE – Basic and fully diluted	$	(0.26	)	$	(0.76	)	$	(0.08	)	$	(0.20	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and fully diluted		1,964,671			1,051,416			2,173,917			1,174,949

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

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NEUTRA CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)


	Common Stock			Series E Preferred Stock			Additional Paid-In			Common Stock			Accumulated
	Shares	Amount		Shares	Amount		Capital			Payable			Deficit			Total

BALANCE, January 31, 2015	903,182	$	903	—	$	—	$	3,157,811		$	60,000		$	(3,604,669	)	$	(385,955	)

Common stock issued for:
Debt conversion	789,885		790	—		—		431,318			—			—			432,108
Common stock payable	24,000		24	—		—		59,976			(60,000	)		—			—
Share rounding	5,405		5	—		—		(5	)		—			—			—
Preferred stock issued for:
Services	—		—	1,000,000		1,000		479,770			—			—			480,770
Discount on issuance of convertible note payable	—		—	—		—		490,418			—			—			490,418
Net Loss	—		—	—		—		—			—			(1,442,640	)		(1,442,640	)

BALANCE, January 31, 2016	1,722,472	$	1,722	1,000,000	$	1,000	$	4,619,288		$	—		$	(5,047,309	)	$	(425,299	)

Common stock issued for:
Debt conversion	571,359		572	—		—		159,522			—			—			160,094
Discount on issuance of convertible note payable	—		—	—		—		191,336			—			—			191,336
Net Loss	—		—	—		—		—			—			(514,552	)		(514,552	)

BALANCE, October 31, 2016	2,293,831	$	2,294	1,000,000	$	1,000	$	4,970,146		$	—		$	(5,561,861	)	$	(588,421	)

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,
	2016			2015

CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss	$	(514,552	)	$	(794,918	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible note payable		211,077			358,328
Gain on note modification		(12,400	)		—
Loss on acquisition of subsidiary		—			30,000

Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		80,549			6,214
Accrued interest payable		40,256			16,729
NET CASH USED IN OPERATING ACTIVITIES		(195,070	)		(383,647	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		—			—
Cash paid to acquire subsidiary		—			(30,000	)
NET CASH USED IN INVESTING ACTIVITIES		—			(30,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances		71,436			407,683
Proceeds from convertible notes payable		123,350			—
NET CASH PROVIDED BY FINANCING ACTIVITIES		194,786			407,683

NET INCREASE (DECREASE) IN CASH		(284	)		(5,964	)

CASH, at the beginning of the period		284			6,584

CASH, at the end of the period	$	—		$	620

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

Noncash investing and financing transaction:
Refinancing of advances into convertible notes payable	$	67,986		$	407,683
Beneficial conversion feature on convertible note payable	$	191,336		$	407,683
Conversion of convertible notes payable.	$	160,093		$	421,374

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, 2016

Note 1. General Organization and Business

Neutra Corp. was incorporated in Florida on January 11, 2011. On October 5, 2015, we reincorporated from Florida to Nevada. The reincorporation was approved by our board of directors and by the holders of a majority of our common stock. Each shareholder received one share in the Nevada corporation for every 50 shares they held in the Florida corporation. Fractional shares were rounded up to the nearest whole share, and each shareholder received at least five shares. Our authorized shares increased to 480,000,000 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.

On August 27, 2013, we signed a joint venture agreement with Second Wave Ventures, LLC. The joint venture owns Surface to Air Solutions, which is the North American distributor of a patent-pending, water-based solution known as Purteq, a green technology that works similarly to photosynthesis. Using UV-blue light and the water in air, it oxidizes organic compounds such as viruses and bacteria and converts them into microscopic amounts of water, carbon dioxide and harmless by-products. This proprietary formulation disperses evenly on surfaces and does not require heat for curing or activation.

On February 11, 2014, we acquired Diamond Anvil Designs, a vapor pen design company. The Diamond Anvil vapor pen is a state-of-the-art inhalation delivery system that can be used with a suite of products, from dry herbs to concentrates to oils. The portable personal vaporizer also features customizable amplitude settings for different nutraceutical products. The device’s battery capacity is rechargeable and expandable.

On November 13, 2015, our Board of Directors designated 1,000,000 shares of Series E Preferred Stock. On the same date, the board authorized the issuance 1,000,000 shares of Series E Preferred to be issued to Boxcar Transportation Company (“Boxcar”) in return for valuable services provided. On that date, Boxcar owned 86,990 of our common shares, which was approximately 5.05% of our common stock outstanding.

Note 2. Going Concern

The accompanying financial statements have been prepared assuming that we will continue as a going concern. For the nine months ended October 31, 2016, we had a net loss of $514,552 and negative cash flow from operating activities of $195,070. As of October 31, 2016, we had negative working capital of $553,618. Management does not anticipate having positive cash flow from operations in the near future.

These factors raise a substantial doubt about our ability to continue as a going concern. The accompanying 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.

We do 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 we will not be able to remain in business.

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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 our business plan. Management will continue to seek out debt financing to obtain the capital required to meet our financial obligations. There is no assurance, however, that lenders will continue to advance capital to us or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about our ability to continue as a going concern.

In the long term, management believes that our projects and initiatives will be successful and will provide cash flow, which will be used to finance our future growth. However, there can be no assurances that our planned activities will be successful, or that we will ultimately attain profitability. Our 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 our ability to achieve adequate profitability and cash flows from operations to sustain its operations.

Note 3. Summary of Significant Accounting Policies

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, 2016 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, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2017.

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 revenue 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.

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

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Note 4. Joint Venture with Green Mountain Plant Health

On October 7, 2015, we signed a joint venture agreement with Green Mountain Plant Health, LLC (“Green Mountain”), a Colorado limited liability company. Green Mountain makes products to cleanse air, surfaces and plants in horticultural production. The joint venture is focused on rolling out new service in products in plant health to be used in medical cannabis cultivation. The agreement requires us to provide $100,000 in funding. An initial $10,000 was to be provided on December 1, 2015, and we shall provide follow-on funding of $5,000 per month for 18 months. As of October 31, 2016, we were in default on the terms of the agreement, because he had not made any payments toward this joint venture. Out participation in this joint ventures has been suspended until the Company has adequate fund to invest in this joint venture.

Note 5. Advances

During the nine months ended October 31, 2016 and 2015, we received net, non-interest bearing advances from certain third parties totaling $71,436 and $407,683, respectively. During the nine months ended October 31, 2016 and 2015, $67,986 and $407,683 of these advances were refinanced into convertible notes payable. See Note 7. The total amount due under these advances as of October 31, 2016 and October 31, 2015 was $3,450 and $0, respectively. These advances are not collateralized, non-interest bearing and are due on demand.

Note 6. Related Party Transactions

At January 31, 2016, we had related party accounts payable of $6,923. These amounts consisted entirely of professional fees due to Chris Brown for his services as CEO, that had not yet been paid.

At October 31, 2016, we had related party accounts payable of $53,693. These amounts consist entirely of professional fee due to Chris Brown for his service as CEO, that have not yet been paid.

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Note 7. Convertible Notes Payable

Convertible notes payable consists of the following as of October 31, 2016 and January 31, 2016:


	October 31, 2016			January 31, 2016
Convertible note dated April 30, 2015, bearing interest at 10% per annum, maturing on April 30, 2017 and convertible into shares of common stock at $0.02 per share	$	—		$	68,206
Convertible note dated July 31, 2015, bearing interest at 10% per annum, maturing on July 31, 2017 and convertible into shares of common stock at $0.01 per share.		73,940			73,940
Convertible note dated October 31, 2015, bearing interest at 10% per annum, maturing on October 31, 2018 and convertible into shares of common stock at $0.50 per share.		156,976			260,089
Convertible note dated January 31, 2016, bearing interest at 10% per annum, maturing on January 31, 2019, and convertible into shares of common stock at $0.52 per share.		82,735			82,735
Convertible note dated March 14, 2016, bearing interest at 8% per annum, maturing March 14, 2017, and convertible into shares of common stock at a 45% discount to the lowest market price over the preceding 20 trading days.		1,217			—
Convertible note dated March 14, 2016, bearing interest at 8% per annum, maturing March 14, 2017, and convertible into shares of common stock at a 45% discount to the lowest market price over the preceding 20 trading days.		65,000			—
Convertible note dated April 30, 2016, bearing interest at 10% per annum, maturing April 30, 2017, and convertible into shares of common stock at a 60% discount to the volume weighted average share price over the preceding 5 days, subject to a minimum conversion rate of $0.01 per share.		67,986			—
Convertible note dated May 26, 2016, bearing interest at 8% per annum, maturing May 26, 2017, and convertible into shares of common stock at a 45% discount to the lowest market price over the preceding 20 trading days.		75,000			—
Convertible note dated May 26, 2016, bearing interest at 8% per annum, maturing May 26, 2017, and convertible into shares of common stock at a 45% discount to the lowest market price over the preceding 20 trading days.		35,000			—
Total convertible notes payable	$	557,854		$	484,970

Less: current portion of convertible notes payable		(250,157	)		—
Less: discount on noncurrent convertible notes payable		(283,734	)		(467,420	)
Convertible notes payable, net of discount, long-term	$	23,963		$	17,550

Current portion of convertible notes payable		250,157			—
Less: discount on current portion of convertible notes payable		(192,733	)		—
Current portion of convertible notes payable, net of discount	$	57,424		$	—

Advances Refinanced into Convertible Promissory Notes

During the nine months ended October 31, 2015, we have signed Convertible Promissory Notes that refinance non-interest bearing advances into convertible notes payable. The Convertible Promissory Notes bear interest at 10% per annum and are payable at maturity along with accrued interest. The Convertible Promissory Notes and unpaid accrued interest are convertible into common stock at the option of the holder.


Date Issued	Maturity Date	Interest Rate	Conversion Rate	Amount of Note
April 30, 2015	April 30, 2017	10%	$ 0.02	$	73,654
July 31, 2015	July 31, 2017	10%	$ 0.01		73,940
October 31,2015	October 31, 2018	10%	$ 0.50		260,089
Total				$	407,683

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During the nine months ended October 31, 2016, we have signed Convertible Promissory Notes that refinance non-interest bearing advances into convertible notes payable. The Convertible Promissory Notes bear interest at 10% per annum and are payable at maturity along with accrued interest. The Convertible Promissory Notes and unpaid accrued interest are convertible into common stock at the option of the holder.


Date Issued	Maturity Date	Interest Rate	Conversion Rate	Amount of Note
April 30, 2016	April 30, 2019	10%	60% discount	$	67,986
Total				$	67,986

We evaluated the application of ASC 470-50-40/55, Debtor’s Accounting for a Modification or Exchange of Debt Instrument as it applies to the note listed above and concluded that the revised terms constituted a debt extinguishment due to the addition of the conversion feature. No gain or loss on the extinguishment was required to be recognized since the carrying amount of the existing debt approximated its fair value.

We evaluated the terms of the new 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 $67,986 on April 30, 2016. 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 October 31, 2016 and 2015, we recorded amortization of discounts on convertible notes payable and recognized interest expense of $211,077 and $358,328, respectively.

Modifications of Convertible Promissory Notes

Modification of the April 30, 2015 note

On March 14, 2016, a third party purchased the outstanding principal and accrued interest of our convertible promissory noted dated April 30, 2015. We came to an agreement with the purchaser to change the conditions of the note. Principal and accrued interest on the existing note were refinanced into $68,991 of principal on the new note. The maturity date was changed to March 14, 2017. The interest rate was lowered to 8%, and the conversion rate was changed to a 45% discount to the lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005.

We evaluated the terms of the new 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 feature did not meet the definition of a liability, because there was a floor on the conversion price and the Board of Directors has the intent and ability to increase the number of outstanding shares if necessary to meet the conversion requirements of the note. We 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 discount. 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 $68,991 on March 14, 2016. We recorded the beneficial conversion discount as an increase in additional paid-in capital and a discount to the Convertible Notes Payable.

We evaluated the terms of the modified note in accordance with ASC Topic No. 470 – 50, Modifications and Extinguishments. We determined this change in terms did constitute a modification. Therefore, we recognized a $7,630 gain on debt modification on March 14, 2016.

Modification of the October 31, 2015 note

On May 26, 2016, a third party purchased a $75,000 portion of the principal of our convertible promissory noted dated October 31, 2015. We came to an agreement with the purchaser to change the conditions of the note. Principal on the existing note were refinanced into $75,000 of principal on the new note. The maturity date was changed to May 26, 2016. The interest rate was lowered to 8%, and the conversion rate was changed to a 45% discount to the lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005.

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We evaluated the terms of the new 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 feature did not meet the definition of a liability, because there was a floor on the conversion price and the Board of Directors has the intent and ability to increase the number of outstanding shares if necessary to meet the conversion requirements of the note. We 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 discount. 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 $75,000 on May 26, 2016. On the same date, we reduced the beneficial conversion feature of the October 31, 2015 convertible note by $70,229.

Convertible Promissory Notes Issued for Cash

The March 14, 2016 Note

On March 14, 2016, we issued a convertible promissory note to a third party for cash. The note (the “front-end note”) was in the amount of $65,000, and it matures on March 14, 2017. The note bears interest at 8% 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.

On the same date, we issued a second note (the “back-end note”) in the amount of $65,000 in exchange for a note receivable in the same amount. The back-end note matures on March 14, 2017. The note bears interest at 8% 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. As of October 31, 2016, we had not yet received the proceeds from this note. The note is secured by the note receivable for $65,000 from the same party. See Note 5. Since we have not received any proceeds from this note, we have not recorded the back-end note and the note receivable on our balance sheet as of October 31, 2016.

The May 26, 2016 Note

On May 26, 2016, we issued a convertible promissory note to a third party for cash. The note (the “front-end note”) was in the amount of $75,000, and it matures on May 26, 2017. The note bears interest at 8% 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.

On the same date, we issued a second note (the “back-end note”) in the amount of $75,000 in exchange for a note receivable in the same amount. The back-end note matures on May 26, 2017. The note bears interest at 8% 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. As of October 31, 2016, we had not yet received the proceeds from this note. The note is secured by the note receivable for $75,000 from the same party. Since we have not received any proceeds from this note, we have not recorded the back-end note and the note receivable on our balance sheet as of October 31, 2016

Conversions to Common Stock

During nine months ended October 31, 2015, the holders of our convertible promissory notes converted $421,374 of principal and accrued interest into 253,185 shares of our common stock. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion.

During nine months ended October 31, 2016, the holders of our convertible promissory notes converted $160,093 of principal and accrued interest into 571,359 shares of our common stock. See Note 10. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion.

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Note 8. Stockholders’ Equity

Conversions to common stock

During nine months ended October 31, 2015, the holders of our convertible promissory notes converted $421,374 of principal and accrued interest into 151,307 shares of our common stock

During nine months ended October 31, 2016, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:


Date	Amount Converted		Number of Shares Issued
March 17, 2016	$	5,001	8,268
March 30, 2016		10,031	16,887
April 6, 2016		850	85,000
April 12, 2016		11,065	20,322
April 21, 2016		20,158	40,271
May 18, 2016		22,074	49,857
May 31, 2016		10,009	29,116
August 22, 2016		49,205	98,410
August 29, 2016		10,206	36,032
September 7, 2016		940	94,000
September 12, 2016		10,237	48,532
October 19, 2016		10,318	44,666
Total	$	160,094	571,361

Note 9. Subsequent Events

On November 3, 2016, the holder of the modified convertible promissory note dated May 26, 2016 converted $10,351 of principal and interest into 60,107 shares of our common stock.

On November 9, 2016, the holder of the modified convertible promissory note dated May 26, 2016 converted $25,910 of principal and interest into 150,458 shares of our common stock.

On November 29, 2016, the holder of the modified convertible promissory note dated May 26, 2016 converted $21,135 of principal and interest into 128,093 shares of our common stock.

On December 7, 2016, the holder of the modified convertible promissory note dated May 26, 2016 converted $15,878 of principal and interest into 140,617 shares of our common stock.

On January 6, 2017, we received a $16,551 tranche of funding from the back-end convertible promissory note dated March 14, 2016.

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

Overview

We have established a fiscal year end of January 31.

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, 2016 on Form 10-K.

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Results of Operations

Nine months ended October 31, 2016 compared to the nine months ended October 31, 2015.

General and Administrative Expenses

We recognized general and administrative expenses of $275,619 and $389,861 for the nine months ended October 31, 2016 and 2015, respectively. The decrease is primarily due to reduced contributions to profit participation agreements, supplemented by decreases in professional fees, travel & entertainment and investor relations.

Interest Expense

Interest expense decreased from $375,057 for the nine months ended October 31, 2015 to $251,333 for the nine months ended October 31, 2016. During the nine months ended October 31, 2016, we amortized $211,077 of the discount on our convertible notes, compared to $358,328 for the comparable period of 2015. This was driven by fewer conversions of our convertible notes payable into common stock. The remaining change is due to interest expense on our convertible promissory notes.

Loss on Acquisition of Diamond Anvil

During the nine months ended October 31, 2015, we recognized a $30,000 loss on our acquisition of Diamond Anvil. In the comparable period of 2016, we made no further payments toward the acquisition.

Gain on note modification

We recognized a gain on note modification of $12,400 and $0 for the nine months ended October 31, 2016 and 2015, respectively. The gain is due the modification of convertible promissory notes reissued on March 14, 2016 and May 26, 2016.

Net Loss

We incurred a net loss of $514,552 for nine months ended October 31, 2016 as compared to $794,918 for the comparable period of 2015. The decreased net loss is due to decreases in amortization of the discount on our convertible notes, the suspension of funding profit participation agreements, and the cessation of losses on our Diamond Anvil acquisition.

Three months ended October 31, 2016 compared to the three months ended October 31, 2015.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $67,162 and $143,969 for the three months ended October 31, 2016 and ended 2015, respectively. The decrease is due to reductions in professional fees.

Interest Expense

Interest expense increased from $96,519 for the three months ended October 31, 2015 to $99,136 for the three months ended October 31, 2016. During the three months ended October 31, 2016, we amortized $13,675 of the discount on our convertible notes, compared to $3,747 for the comparable period of 2015. The remaining interest expense was due to accrued interest on our convertible promissory notes.

Net Loss

We incurred a net loss of $166,298 for the three months ended October 31, 2016 as compared to $240,488 for the comparable period of 2015. The decrease in the net loss was primarily due to lower professional fees.

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Liquidity and Capital Resources

We had no cash on hand on October 31, 2016. We have negative working capital of $553,618 . Net cash used in operating activities for the nine months ended October 31, 2016 was $195,070. 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, 2016.

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, 2016. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of October 31, 2016, 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, 2016, 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, 2016, 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.

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

There were no sales of unregistered equity securities during the nine months ended October 31, 2016.

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 account 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)	In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

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SIGNATURES

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


	Neutra Corp.


Date: January 31, 2017	BY: /s/ Christopher Brown
	Christopher Brown
	President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer, and Sole Director

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