THIS IS NOT A NOTICE OF A SPECIAL MEETING OF
STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THE ACTION. DESCRIBED IN THIS INFORMATION
STATEMENT HAS BEEN APPROVED BY HOLDERS OF A MAJORITY VOTE OF OUR COMMON STOCK. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS’ RIGHTS WITH RESPECT TO THE ACTION DESCRIBED IN THIS INFORMATION STATEMENT.
This Information Statement is being mailed
or otherwise furnished to the holders of common stock, $0.001 par value per share (the “Common Stock”) of Neutra Corp.,
a Wyoming corporation (“We” or the “Company”) by the Board of Directors to notify them about a certain
action by unanimous vote of our directors and the holders of a majority of the Company’s outstanding voting stock (“Joint
Written Consent”) in lieu of a special meeting of the stockholders. The action was taken on September 23, 2019.
The purpose of this Information Statement is
to provide disclosure to our stockholders regarding the corporate action (the “Corporate Action”) ratified and approved
by the Joint Written Consent, based upon the unanimous approval by our Board of Directors and the Majority Consenting Shareholders,
including Shares of outstanding Common Stock and shares of Series F Preferred Stock, par value $0.001 per share (the “Series
F Preferred Shares”) held by the holders of our voting capital stock (the “Majority Consenting Stockholders,”
to authorize a consolidation of the outstanding shares of common stock, commonly referred to as reverse split, in the ratio of
one for one hundred (1:100) (the “Reverse Split”).
The Reverse Split ratio of one share of common
stock for each one hundred outstanding shares (1:100) is based upon the recent share price of $0.0020 per share and further provides that
not less than five new shares will be issued to any shareholder. Therefore, any shareholder entitled to less than five new shares
will be moved up to five shares.
To complete the Reverse Split, which is commonly
referred to as the “Corporate Action,” the Definitive Information Statement filed on Schedule 14C with the SEC, will
be submitted to FINRA to notify all member firms of the Corporate Action.
The Joint Written Consent of the Company’s
Board of Directors and the Majority Consenting Shareholders approving the Corporate Action was adopted pursuant to the appropriate
provisions of the Wyoming Business Corporation Act.
Pursuant to Rule 14c-2(b) promulgated by the
SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), the actions approved by the Joint Written Consent
of the Board of Directors and the Majority Consenting Shareholders will become effective twenty (20) days after the date of mailing
of the Definitive Information Statement to our stockholders (“Effective Date”). This Information Statement shall constitute
notice to our stockholders of the above Corporate Action taken by the Corporation pursuant to the Joint Written Consent.
New Common Stock certificates will be issued
on or after the Effective Date in exchange for certificates returned to the transfer agent for exchange following the Effective
Date of the Reverse Split. No fractional shares will be issued in connection with the Reverse Split.
The Company’s Common Stock is quoted
on the OTCQB Market under the symbol NTRR. On the Effective Date, FINRA will change our symbol from NTRR to NTRRD for a period
of twenty (20) business days to indicate to members of FINRA that the Reverse Split is effective, following which our symbol will
be returned to NTRR.
Dissenters’ Right of Appraisal
No dissenters’ or appraisal rights under
the Wyoming Business Corporation Act are afforded to the Company’s stockholders as a result of the approval of the Reverse
Split.
Vote Required
The vote required to approve the Reverse Split
is the affirmative vote of the holders of a majority of the Company’s voting stock. Each holder of Common Stock is entitled
to one (1) vote for each share of Common Stock held and the holder of the Series F Preferred Stock is entitled to vote double (200%)
of the total votes of all voting securities. Thus, the Series F Preferred Stock is entitled to two-thirds votes at a meeting or
by written consent on all such matters regardless of the actual number of shares of Series F Preferred Shares outstanding, and
the holders of Common Stock and any other shares entitled to vote being entitled to their proportional share of the remaining 331/3%
of the total votes based on their respective voting power.
Vote Obtained
Section 17-16-1003 of the Wyoming Business
Corporation Act authorizes the directors and shareholders to amend the Articles of Incorporation to decrease the number of issued
and outstanding shares of common stock held by each shareholder of record at the effective date and time of the change.
On September 23, 2019,
the holder of the Series F Preferred Stock having 662/3% of the total voting power of all issued and
outstanding voting shares of the Company, executed the Joint Written Consent authorizing the Reverse Split of the issued and outstanding
shares of Common Stock, including shares of Common Stock reserved for issuance, in a ratio of one-for-one hundred (1:100).
The Company has issued and outstanding 1,000,000
shares of Series F Preferred Stock entitling the holder to vote double (200%) of the total votes of all voting securities. Thus,
the Series F Preferred Stock is entitled to two-thirds votes at a meeting or by written consent on all such matters regardless
of the actual number of shares of Series F Preferred Shares outstanding, and the holders of Common Stock and any other shares entitled
to vote being entitled to their proportional share of the remaining 331/3% of the total votes based on their respective
voting power
The holder of the Series F Preferred Stock
having 662/3% of the total voting power of all issued and outstanding voting shares of the Company, have executed the
Joint Written Consent, attached as Exhibit A hereto. The holders of the Series F Preferred Stock shall vote together with the holders
of Common Stock as a single class.
THE REVERSE SPLIT
Overview
As of September 24, 2019,
the Record Date, and the date of filing of this Information Statement, the Company has 290,048,358 issued and
outstanding shares of Common Stock, which does not include shares of Common Stock reserved for issuance underlying certain convertible
notes. In addition, On the Effective Date of the Reverse Split there we expect the same number of shares of Common Stock will be
issued and outstanding. The Board of Directors believes that the Reverse Split will affect all holders of shares of Common Stock
and holders of convertible note equally but will not affect the outstanding shares of Series F Preferred Stock.
The reduction in the number of outstanding
shares of Common Stock following Effective Date of the Reverse Split could adversely affect the trading market for our Common Stock
by reducing the relative level of liquidity of the shares of Common Stock. Further, there can be no assurance that the Reverse
Split will result in a proportionate increase or, for that matter, any increase, in the price of the shares of Common Stock subject
to quotation on the OTCQB Market.
The new shares issued following the Effective
Date of the Reverse Split will be fully paid and non-assessable shares. On the Effective Date of the Reverse Split, the number
of stockholders will remain unchanged because those stockholders who be entitled to receive less than five shares will receive
five shares such that every stockholder shall own not less than five shares as a result of the Reverse Split.
The Reverse Split will not change the number
of authorized shares of Common Stock, which will continue to be unlimited shares of Common Stock, or the par value of our Common
Stock, which will continue to be $0.001 per share. Therefore, the Reverse Split will not affect our total stockholders’ equity.
All share and per share information will be retroactively adjusted to reflect the Reverse Split for all periods presented in our
future financial reports and regulatory filings.
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On September 23, 2019,
the date immediately preceding the filing of this Information Statement on Schedule 14C, the closing price of
our shares subject to quotation on the OTC Market was approximately $0.0017 and the total market value was approximately $493,082
based on the 290,048,358 shares of Common Stock issued and outstanding.
Reason for the Reverse Split
The Board of Directors believes that a Reverse
Split should, at least initially, increase the price of our shares of Common Stock to approximately $0.10 per share. Although the
Reverse Split will not increase the total market value of our Common Stock, the Board of Directors believes that the increase in
the price of our shares of Common Stock, which increase may not necessarily be sustained, should make our shares of Common Stock
more attractive to potential investors, encourage investor interest and trading and possibly the marketability of our Common Stock.
In addition, because brokers’ commissions
on lower-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the
current per share price of our Common Stock can result in individual stockholders paying transaction costs (commissions, markups
or markdowns) that constitute a higher percentage of their total share value than would be the case if the share price of our Common
Stock were higher. This difference in transaction costs may also further limit the willingness of institutional investors to purchase
shares of our Common Stock.
The Board further believes that the total number
of shares of our Common Stock currently outstanding is disproportionately large relative to our present market capitalization and
that the Reverse Split would bring the number of outstanding shares to a level more in line with other companies with comparable
market capitalizations. Moreover, the Board considered that when the number of outstanding shares of Common Stock is unreasonably
large in relation to Company’s operations. Upon implementation of the Reverse Split and decrease the number of shares of
Common Stock that are issued and outstanding, our investors could more easily understand the impact on earnings or loss per share
attributable to future developments in our business.
We ultimately cannot predict whether, and to
what extent, the Reverse Split would achieve the desired results. The price per share of our Common Stock is a function of various
factors, including the profitability of our business operations.
Accordingly, there can be no assurance that
the market price of our Common Stock after the Reverse Split would increase in an amount proportionate to the decrease in the number
of issued and outstanding shares, or would increase at all, that any increase can be sustained for a prolonged period of time or
that the Reverse Split would enhance the liquidity of, or investor interest in, our Common Stock.
Notwithstanding the foregoing, our Board of
Directors believes that the potential positive effects of the Reverse Split outweigh the potential disadvantages. In making this
determination, our Board of Directors has taken into account various negative factors, including: (i) the negative perception of
Reverse Splits held by some stock market participants; (ii) the adverse effect on liquidity that might be caused by a reduced number
of shares outstanding; and (iii) the costs associated with implementing the Reverse Split. The effect of the Reverse Split upon
the market price of our Common Stock cannot be predicted with any certainty, and the history of similar stock splits for companies
in similar circumstances to ours is varied. It is also possible that the Reverse Split may not increase the per share price of
our Common stock in proportion to the reduction in the number of shares of our Common Stock outstanding or result in a permanent
increase in the per share price, which depends on many factors.
After considering the foregoing factors, our
Board determined that amending our Articles of Incorporation to implement the Reverse Split is in our best interests and that of
our stockholders.
Mechanics of the Reverse Split
After filing of the Definitive Information
Statement on Schedule 14C the Company will file a Certificate of Amendment to our Articles of Incorporation with the State of Wyoming
to become effective 20 day after mailing the Definitive Information Statement (“the Effective Date”). We will notify
FINRA of the Reverse Split of our issued and outstanding Common Stock that will change our symbol on the Effective Date as reported
by OTCQ Market from “NTRR” to “NTRRD” for a period of twenty (20) business days following the Effective
Date to notify members of FINRA that the Reverse Split is effective.
Effect of the Reverse Split
Except for the number of shares of Common Stock
outstanding, the rights and preferences of shares of our Common Stock prior and subsequent to the Reverse Split would remain the
same. We do not anticipate that our financial condition, the percentage of our stock owned by management, the number of our stockholders,
or any aspect of our current business would materially change as a result of the Reverse Split.
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Our Common Stock is currently registered under
Section 12(g) of the Exchange Act and, as a result, we are subject to periodic reporting and other requirements. The proposed Reverse
Split would not affect the registration of our Common Stock under the Exchange Act.
After the Effective Date of the Reverse Split,
each stockholder would own a reduced number of shares of our Common Stock, based upon the ratio of the reverse, which will be subject
to the determination of our Board of Directors. However, a Reverse Split would affect all stockholders equally and will not affect
any stockholder’s percentage ownership of the Company, except for the immaterial result that the Reverse Split shall involve
in the rounding up of any fractional shares up to the next whole integer in such a manner that every stockholder shall own at least
5 shares as a result of the Reverse Split, as described herein. For example, a holder of two (2%) percent of the voting power of
the outstanding shares of Common Stock immediately prior to the Reverse Split would continue to hold two (2%) percent of the voting
power of the outstanding shares of Common Stock after the Reverse Split. However, with respect to those stockholders who, as a
result of the Reverse Split, would have owned less than 5 shares but, as a result of the rounding up to the next whole integer
(or 5 shares), their post-Reverse Split ownership percentage may differ slightly as a result of the rounding up provision. Proportionate
voting rights and other rights and preferences of the holders of our Common Stock would not be affected by the Reverse Split. There
will be no payment of cash in lieu of any fractional shares. Furthermore, the number of stockholders of record would not be affected
by the Reverse Split. Authorized but Unissued Shares; Potential Dilution and Anti-Takeover Effects.
Upon the Effective Date of the Reverse Split,
the Company is expected to have approximately 5,800,967 shares issued and outstanding and will continue to have unlimited shares
of Common Stock authorized. After the Effective Date the Company will have available unlimited shares of Common Stock authorized
but unissued.
Accounting Matters
The per-share net income or loss and net book
value per share of our Common Stock would be increased because there would be fewer shares of our Common Stock outstanding.
We present earnings per share (“EPS”)
in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings per Share,”
and we will comply with the requirements of SFAS No. 128 with respect to reverse stock splits. In pertinent part, SFAS No. 128
says as follows: “If the number of common shares outstanding decreases as a result of a reverse stock split, the computations
of basic and diluted EPS shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
If changes in Common Stock resulting from reverse stock splits occur after the close of the period but before issuance of the financial
statements, the per-share computations for those and any prior-period financial statements presented shall be based on the new
number of shares. If any per-share computations reflect such changes in the number of shares, that fact shall be disclosed.”
Fairness of the Reverse Split
The Board of Directors did not obtain a report,
opinion, or appraisal from an appraiser or financial advisor with respect to the Reverse Split and no representative or advisor
was retained on behalf of the unaffiliated stockholders to review or negotiate the transaction. The Board of Directors concluded
that the additional expense of these independent appraisal procedures was unreasonable in relation to the Company’s available
cash resources and concluded that the Board of Directors could adequately establish the fairness of the Reverse Split without the
engagement of third parties.
Street Name Holders of Common Stock
The Company intends for the Reverse Split to
treat stockholders holding Common Stock in street name through a nominee (such as a bank or broker) in the same manner as stockholders
whose shares are registered in their names. Nominees will be instructed to affect the Reverse Split for their beneficial holders.
However, nominees may have different procedures. Accordingly, stockholders holding Common Stock in street name should contact their
nominees.
Stock Certificates
Mandatory surrender of certificates is not
required by our stockholders. The Company’s transfer agent will adjust the record books of the company to reflect the Reverse
Split as of the Effective Date of the Reverse Split. New certificates will not be mailed to stockholders.
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Federal Income Tax Consequences
The following description of federal income
tax consequences of the reverse stock split is based on the Internal Revenue Code of 1986, as amended, the applicable Treasury
Regulations promulgated thereunder, judicial authority, and current administrative rulings and practices as in effect on the date
of this information statement. The discussion is for general information only and does not cover any consequences that apply for
special classes of taxpayers (e.g., non-resident aliens, broker-dealers or insurance companies). We urge all stockholders to consult
their own tax advisers to determine the consequences to each of them of the Reverse Split.
We have not sought and will not seek an opinion
of counsel or a ruling from the Internal Revenue Service regarding the federal income tax consequences of the reverse stock split.
We believe, however, that because the reverse stock split is not part of a plan to periodically increase or decrease any stockholder’s
proportionate interest in the assets or earnings and profits of our company, the reverse stock split would have the federal income
tax effects described below.
The exchange of pre-split shares for post-split
shares should not result in recognition of gain or loss for federal income tax purposes. In the aggregate, a stockholder’s
basis in the post-split shares would equal that stockholder’s basis in the pre-split shares. A stockholder’s holding
period for the post-split shares would be the same as the holding period for the pre-split shares exchanged, therefore. Provided
that a stockholder held the pre-split shares as a capital asset, the post-split shares received in exchange therefore would also
be held as a capital asset.
Stockholders entitled to less than five shares
will receive five shares such that no shareholder will hold less than five shares.
