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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/23 Metaterra Corp. 10-K 12/31/22 31:1.2M Discount Edgar/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 261K
2: EX-31.1 Certification -- §302 - SOA'02 HTML 16K
3: EX-32.1 Certification -- §906 - SOA'02 HTML 11K
9: R1 Cover HTML 76K
10: R2 Balance Sheets HTML 77K
11: R3 Balance Sheets (Parenthetical) HTML 19K
12: R4 Statements of Operations (Audited) HTML 53K
13: R5 Statement of Stockholders Equity (Audited) HTML 36K
14: R6 Statements of Cash Flows (Audited) HTML 60K
15: R7 Organization and Business HTML 14K
16: R8 Going Concern HTML 15K
17: R9 Summary of Significant Accounting Policies HTML 22K
18: R10 Capital Stock HTML 18K
19: R11 Related Party Transactions HTML 15K
20: R12 Subsequent Events HTML 14K
21: R13 Summary of Significant Accounting Policies HTML 41K
(Policies)
22: R14 Going Concern (Detail Narrative) HTML 14K
23: R15 Summary of Significant Accounting Policies (Detail HTML 23K
Narrative)
24: R16 Capital Stock (Detail Narrative) HTML 25K
25: R17 Related Party Transactions (Detail Narrative) HTML 15K
26: R18 Subsequent Events (Details Narrative) HTML 12K
29: XML IDEA XML File -- Filing Summary XML 46K
27: XML XBRL Instance -- meta_10k_htm XML 144K
28: EXCEL IDEA Workbook of Financial Reports XLSX 35K
6: EX-101.CAL XBRL Calculations -- meta-20221231_cal XML 57K
8: EX-101.DEF XBRL Definitions -- meta-20221231_def XML 54K
5: EX-101.LAB XBRL Labels -- meta-20221231_lab XML 253K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 10-K
i ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended i DECEMBER 31, 2022
i ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
COMMISSION FILE NO. i 333-263777
i Metaterra Corp. |
(Exact name of registrant as specified in its charter) |
i Nevada |
| 5531 |
| i 98-1611421 |
(State or other jurisdiction of incorporation) |
| (Primary Standard Industrial Classification Code Number) |
| (IRS Employer Identification No.) |
i Calle Principal 54, i Munoz i Puerto Plata, i Dominican Republic i 57000
Tel: ( i 346) i 308-4967
(Address and telephone number of registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. i 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). i 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 | ☐ |
i Non-accelerated Filer | ☐ | Smaller reporting company | i ☒ |
|
| Emerging growth company | i ☒ |
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 to Section 7(a)(2)(B) of the Securities Act: i ☐
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i ☐ No ☒
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
Class | Outstanding as of March 29, 2023 |
i Common Stock, $0.001 | i 2,787,000 |
2 | Page |
| Table of Contents |
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
As used in this annual report, the terms "we", "us", or "the Company", mean Metaterra Corp., unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
DESCRIPTION OF OUR BUSINESS
We were incorporated in the State of Nevada on January 20, 2021. Our principal office address is located at Calle Principal 54, Munoz, Puerto Plata, Dominican Republic. Our telephone number is 346-308-4967. We are in the business of selling auto parts that we purchase in the United States to customers in the Dominican Republic. We keep a small inventory of auto parts. Our goal is to maintain a 30 day turn around period for all inventory . We plan to develop a website that will display a variety of auto parts and their prices, and will advertise our services and fees.
Our customers will be able to select auto parts on our website according to their budget and preferences. Our customers are also able to order auto parts which are not displayed on our website by specifying the make, model and year. When we do not have the auto parts that our client wants, we will search for it.
We offer our auto parts at price marked-up from 15% to 25% of our cost. Our customers are asked to pay us the full price in advance. There is no guarantee that our customer will pay the full purchase price in advance. In some cases, we ask for lower advance payments and the remainder during 7 days after the auto parts are delivered. Also, there is no guarantee that we will receive desired commission payment and may have to lower our prices of auto parts, resulting in diminished profits or losses. When we do not take prepayment and buy auto parts at our own expense, there a chance that we do not sell them for an extended period of time or never at all, which will result in loss of revenue and disruption of our business.
3 | Page |
| Table of Contents |
Not applicable.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
We do not own any property.
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
4 | Page |
| Table of Contents |
ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER STOCKHOLDER MATTERS
MARKET INFORMATION
As of March 29, 2023, the 2,787,000 issued and outstanding shares of common stock were held by a total of 51 shareholders of record.
DIVIDENDS
We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We currently do not have any equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
5 | Page |
| Table of Contents |
RESULTS OF OPERATION
As of December 31, 2022, we had an accumulated deficit of $38,473. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Year ended December 31, 2022 compared to the Period from Inception (January 20, 2021) to December 31, 2021
Revenue
During the year ended December 31, 2022 the Company generated $16,705 in revenue compared to $-0- for the period from inception (January 20, 2021) to December 31, 2021.
Operating Expenses
During the year ended December 31, 2022, we incurred total expenses and professional fees of $37,732 compared to $741 for the period from inception (January 20, 2021) to December 31, 2021. Total operating expenses included costs of goods sold, general and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.
Net Loss
Our net loss for the year ended December 31, 2022 was $37,732 compared to $741 for the period from inception (January 20, 2021) to December 31, 2021. The change in net loss was due to increase in operational expenses.
LIQUIDITY AND CAPITAL RESOURCES
As at December 31, 2022 our total assets were $26,921 compared to $2,084 in total assets at December 31, 2021. As at December 31, 2022, our current liabilities were $24,044 compared to $825 as of December 31, 2021.
Stockholders’ equity was $2,877 as of December 31, 2022 compared to deficit of $1,259 as of December 31, 2021.
Cash Flows from Operating Activities
For the year ended December 31, 2022, net cash flows used in operating activities was $44,924, consisting of net loss of $37,732, depreciation expense of $112, increase in inventory of $17,304 and increase in accounts payable of $10,000. For the period from inception (January 20, 2021) to December 31, 2021, net cash flows used in operating activities was $741 consisting entirely of net loss.
Cash Flows from Investing Activities
Cash flows used in investing activities during the year ended December 31, 2022 were $670. During the year ended December 31, 2022, the Company purchased fixed assets.
Cash Flows from Financing Activities
Cash flows provided by financing activities during the year ended December 31, 2022 were $52,569, consisting of advances from a related party of $13,219 and proceeds from issuance of common shares of $39,350 compared to $2,825 for the period from inception (January 20, 2021) to December 31, 2021, consisting of advances from a related party of $825 and proceeds from issuance of common shares of $2,000.
6 | Page |
| Table of Contents |
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, 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 are material to investors.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
7 | Page |
| Table of Contents |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO AUDITED FINANCIAL STATEMENTS
F-1 | |
|
|
Balance Sheets As of December 31, 2022 and December 31, 2021 | F-2 |
|
|
F-3 | |
|
|
Statement of Changes in Stockholders’ Equity– January 20, 2021 (inception) through December 31, 2022 | F-4 |
|
|
F-5 | |
|
|
F-6-F-8 |
8 | Page |
| Table of Contents |
MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors & Audit Committee:
Metaterra Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Metaterra Corp. as of December 31, 2022 and 2021 and the related statements of operations, changes in stockholders’ (deficit)/equity and cash flows for the year ended December 31, 2022 and for the period from January 20, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from January 20, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
/S/ i MICHAEL GILLESPIE & ASSOCIATES, PLLC
We have served as the Company’s auditor since 2022.
PCAOB ID: i 6108
i Vancouver, Washington
| F-1 |
| Table of Contents |
BALANCE SHEETS
| ||||||||
|
| 2022 (AUDITED) |
|
| 2021 (AUDITED) |
| ||
ASSETS |
|
|
|
|
|
| ||
Current Assets |
|
|
|
|
|
| ||
Cash & cash equivalents |
| $ | i 9,059 |
|
| $ | i 2,084 |
|
Total current assets |
|
| i 9,059 |
|
|
| i 2,084 |
|
Inventory |
|
| i 17,304 |
|
|
| i - |
|
Non-Current Assets |
|
| i 558 |
|
|
| i - |
|
Total Assets |
| $ | i 26,921 |
|
| $ | i 2,084 |
|
| ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities | ||||||||
Loans from related parties |
|
| i 14,044 |
|
|
| i 825 |
|
Accounts Payble |
|
| i 10,000 |
|
|
|
|
|
Total current liabilities |
|
| i 24,044 |
|
|
| i 825 |
|
Total Liabilities |
|
| i 24,044 |
|
|
| i 825 |
|
| ||||||||
Stockholders’ Equity (Deficit) | ||||||||
Common stock, $ i 0.001 par value, i 75,000,000 shares authorized: |
|
|
|
|
| |||
i 2,787,000 shares issued and outstanding as of December 31, 2022 and i 2,000,000 as of December 31, 2021 |
|
| i 2,787 |
|
|
| i 2,000 |
|
Additional Paid-In-Capital |
|
| i 38,563 |
|
|
| i - |
|
Accumulated Deficit |
|
| ( i 38,473 | ) |
|
| ( i 741 | ) |
Total Stockholders’ equity |
|
| i 2,877 |
|
|
| i 1,259 |
|
Total Liabilities and Stockholders’ equity |
| $ | i 26,921 |
|
| $ | i 2,084 |
|
The accompanying notes are an integral part of these financial statements.
| F-2 |
| Table of Contents |
STATEMENTS OF OPERATIONS (AUDITED)
| ||||||||
|
| YEAR ENDED DECEMBER 31, 2022 |
|
| FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2021) TO DECEMBER 31, 2021 |
| ||
Revenue |
| $ | i 16,705 |
|
| $ | i - |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
Cost of goods sold |
|
| i 14,707 |
|
|
| i - |
|
General and administrative expenses |
|
| i 39,730 |
|
|
| i 741 |
|
Net loss from operations |
|
| ( i 37,732 | ) |
|
| ( i 741 | ) |
Loss before provision for income taxes |
|
| ( i 37,732 | ) |
|
| ( i 741 | ) |
Provision for income taxes |
|
| i - |
|
|
| i - |
|
Net income (loss) |
| $ | ( i 37,732 | ) |
| $ | ( i 741 | ) |
Income (loss) per common share: |
|
|
|
|
|
|
|
|
Basic and Diluted |
| $ | ( i 0.00 | ) |
| $ | ( i 0.00 | ) |
Weighted Average Number of Common Shares Outstanding: |
|
|
|
|
|
|
|
|
Basic and Diluted |
|
| i 2,324,923 |
|
|
| i 52,023 |
|
The accompanying notes are an integral part of these financial statements.
| F-3 |
| Table of Contents |
STATEMENT OF STOCKHOLDERS’ EQUITY (AUDITED) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| Number of Common Shares |
|
| Amount |
|
| Additional Paid-In - Capital |
|
| Accumulated Deficit |
|
| Total |
| |||||
Balance as of January 20, 2021 |
|
| - |
|
| $ | i - |
|
| $ | i - |
|
| $ | i - |
|
| $ | i - |
|
Shares issued at $0.001 |
|
| i 2,000,000 |
|
|
| i 2,000 |
|
|
| i - |
|
|
| i - |
|
|
| i 2,000 |
|
Net income (loss) |
|
| - |
|
|
| i - |
|
|
| i - |
|
|
| ( i 741 | ) |
|
| ( i 741 | ) |
Balance as of December 31, 2021 |
|
| i 2,000,000 |
|
| $ | i 2,000 |
|
| $ | i - |
|
| $ | ( i 741 | ) |
| $ | i 1,259 |
|
Shares issued at $0.05 |
|
| i 787,000 |
|
|
| i 787 |
|
|
| i 38,563 |
|
|
| i - |
|
|
| i 38,563 |
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( i 37,732 | ) |
|
| ( i 37,732 | ) |
Balance as of December 31, 2022 |
|
| i 2,787,000 |
|
| $ | i 2,787 |
|
| $ | i 38,563 |
|
| $ | ( i 38,473 | ) |
| $ | i 2,877 |
|
The accompanying notes are an integral part of these financial statements.
| F-4 |
| Table of Contents |
STATEMENTS OF CASH FLOWS
(AUDITED)
|
| YEAR ENDED DECEMBER 31, 2022 |
|
| FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2021) TO DECEMBER 31, 2021 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
| $ | ( i 37,732 | ) |
| $ | ( i 741 | ) |
Decrease (Increase) in Assets: |
|
|
|
|
|
|
|
|
Accounts paybale |
|
| i 10,000 |
|
|
| i - |
|
Amortization expense |
|
| i 112 |
|
|
| i - |
|
Inventory |
|
| ( i 17,304 | ) |
|
| i - |
|
Net cash used in operating activities |
|
| ( i 44,924 | ) |
|
| ( i 741 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS USED IN INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Computer Software |
| $ | ( i 670 | ) |
| $ | i - |
|
Net cash used in investing activities |
|
| ( i 670 | ) |
|
| i - |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds of loan from shareholder |
| $ | i 13,219 |
|
| $ | i 825 |
|
Proceeds from issuance of common shares |
|
| i 39,350 |
|
|
| i 2,000 |
|
Net cash provided by financing activities |
|
| i 52,569 |
|
|
| i 2,825 |
|
Net decrease in cash and equivalents |
|
| i 6,975 |
|
|
| i 2,084 |
|
Cash and equivalents at beginning of the period |
|
| i 2,084 |
|
|
| i - |
|
Cash and equivalents at end of the year/ period |
| $ | i 9,059 |
|
| $ | i 2,084 |
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
Interest |
| $ | i - |
|
| $ | i - |
|
Taxes |
| $ | i - |
|
| $ | i - |
|
The accompanying notes are an integral part of these financial statements.
| F-5 |
| Table of Contents |
NOTES TO THE AUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM INCEPTION (JANUARY 20, 2021) TO DECEMBER 31, 2022
|
i
NOTE 1 – ORGANIZATION AND BUSINESS
METATERRA CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on January 20, 2021. The Company sells auto parts in the Dominican Republic.
The Company has adopted December 31 fiscal year end.
i
NOTE 2 – GOING CONCERN
The Company’s financial statements as of December 31, 2022 been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated loss from inception (January 20, 2021) to December 31, 2022, of $ i 38,473. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Further to above, In December 2019, a novel strain of coronavirus surfaced in China, which initially been declared as a “Public Health Emergency of International Concern” and subsequently as “Pandemic” by the World Health Organization. The Company is not able to predict the ultimate impact that COVID -19 will have on its business; however, if the current economic conditions continue, the Company will be forced to significantly scale back its business operations and its growth plans, and could ultimately have a significant negative impact on the Company.
/i
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
i
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Company’ functional and operational currency is US Dollar.
New Accounting Pronouncements
i
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.
/
| F-6 |
| Table of Contents |
Stock-Based Compensation
i
As of December 31, 2022, the Company has not issued any stock-based payments to its employees.
Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Use of Estimates
i
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Cash and Cash Equivalents
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For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $ i 250,000. At December 31, 2022 the Company's bank deposits did not exceed the insured amounts.
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Fair Value of Financial Instruments
i
ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2022.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.
Basic and Diluted Loss Per Share
i
The Company computes earnings (loss) per share in accordance with ASC 1,880-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Revenue Recognition
i
The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”.
Revenue is recognized when the following criteria are met:
- | Identification of the contract, or contracts, with customer; |
- | Identification of the performance obligations in the contract; |
- | Determination of the transaction price; |
- | Allocation of the transaction price to the performance obligations in the contract; and |
- | Recognition of revenue when, or as, the performance obligation is satisfied. |
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Inventory valuation policy
i
Inventories are valued at the lower of cost or net realizable value. The Company’s inventories are valued under the first in, first out (FIFO) method or average cost method. Net realizable value is estimated based on current selling prices.
For the year ended December 31, 2022 the Company sold the inventory for the total proceeds of $ i 16,705. As of December 31, 2022, the Company total inventory was $ i 17,304. The inventory comprised of an automobile.
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NOTE 4 – CAPITAL STOCK
The Company has i 75,000,000 shares of common stock authorized with a par value of $ i 0.001 per share.
In December 2021, the Company issued i 2,000,000 shares of its common stock at $ i 0.001 per share for total proceeds of $ i 2,000.
For the year ended December 31, 2022, the Company issued i 787,000 shares of its common stock at $ i 0.05 per share for total proceeds of $ i 39,350.
As of December 31, 2022, the Company had i 2,787,000 shares issued and outstanding.
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NOTE 5 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
Since January 20, 2021 (Inception) through December 31, 2022, the Company’s sole officer and director loaned the Company $ i 14,044 to pay for incorporation costs, operating expenses and to pay for inventory. As of December 31, 2022, the amount outstanding was $ i 14,044. The loan is non-interest bearing, due upon demand and unsecured.
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NOTE 6 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from December 31, 2022 to the date the financial statements were issued and has determined that there is the following item to disclose:
On March 22, 2023 we received $ i 9,663 prepayment for the car we have in inventory.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the year December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
None.
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY
The name, age and titles of our executive officer and director are as follows:
Name and Address of Executive Officer and/or Director |
| Age |
| Position |
|
|
|
|
|
Calle Principal 54, Munoz, Puerto Plata, Dominican Republic |
| 43 |
| President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
Anyoline De Jesus De Perez has acted as our President, Treasurer, Secretary and sole Director since our incorporation on January 20, 2021. Ms. De Jesus De Perez owns 71.76% of the outstanding shares of our common stock. As such, it was unilaterally decided that Ms. De Jesus De Perez was going to be our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. For the last 10 years Ms. De Jesus De Perez, has been managing hir own car rental business in the Dominican Republic.
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AUDIT COMMITTEE
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
SIGNIFICANT EMPLOYEES
Other than our director, we do not expect any other individuals to make a significant contribution to our business.
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the periods ended December 31, 2022 and December 31, 2021:
Summary Compensation Table
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | All Other Compensation ($) | Total ($) |
President, Secretary CEO, CFO And Director
|
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- | |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
There are no current employment agreements between the Company and its officer.
There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
CHANGE OF CONTROL
As of December 31, 2022, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of the date of this filing, the total number of shares owned beneficially by our director, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what the percentage of ownership.
Title of Class |
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage |
| |
Common Stock |
| Calle Principal 54, Munoz Puerto Plata, Dominican Republic |
| 2,000,000 shares of common stock (direct) |
|
| 71.76 | % |
The percentages above are based on 2,787,000 shares of our common stock issued and outstanding as of the date of this filing.
ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Other than Ms. De Jesus De Perez’ purchase of founders shares from the Company as stated below, there is nothing of value (including money, property, contracts, options or rights of any kind), received or to be received, by Ms. De Jesus De Perez, directly or indirectly, from the Company.
On December 23, 2021, we issued a total of 2,000,000 shares of restricted common stock to Anyoline De Jesus De Perez, our sole officer and director in consideration of $2,000. Further, Ms. De Jesus De Perez has advanced funds to us. As of December 31, 2022, Ms. De Jesus De Perez has advanced to us $14,044. There is no due date for the repayment of the funds advanced by Ms. De Jesus De Perez. Ms. De Jesus De Perez will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation. There is no assurance that we will ever generate substantial revenues from our operations. The obligation to Ms. De Jesus De Perez does not bear interest. There is no written agreement evidencing the advancement of funds by Ms. De Jesus De Perez or the repayment of the funds to Ms. De Jesus De Perez. The entire transaction was oral. Ms. De Jesus De Perez is providing us office space free of charge and we have a verbal agreement with Ms. De Jesus De Perez that, if necessary, she will loan the company funds to complete the registration process.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During fiscal year ended December 31, 2022, we incurred approximately $9,300 in fees for professional services rendered in connection with the audit of our financial statements for the fiscal year ended December 31, 2021 and for the reviews of our financial statements for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022.
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The following exhibits are filed as part of this Annual Report.
Exhibits: |
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|
|
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| METATERRA CORP. |
| |
|
|
|
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Dated: March 29, 2023 | By: |
| |
| Anyoline De Jesus De Perez, President and Chief Executive Officer and Chief Financial Officer |
| |
14 | Page |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/31/23 | |||
| 3/29/23 | ||||
| 3/22/23 | ||||
| For Period end: | 12/31/22 | |||
| 9/30/22 | 10-Q | |||
| 6/30/22 | 10-Q | |||
| 3/31/22 | ||||
| 1/1/22 | ||||
| 12/31/21 | ||||
| 12/23/21 | ||||
| 1/20/21 | ||||
| List all Filings | ||||