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Metaterra Corp. – ‘10-Q’ for 6/30/22

On:  Thursday, 8/4/22, at 9:07am ET   ·   For:  6/30/22   ·   Accession #:  1477932-22-5614   ·   File #:  333-263777

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/04/22  Metaterra Corp.                   10-Q        6/30/22   31:1.1M                                   Discount Edgar/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    221K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     16K 
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 9: R1          Cover                                               HTML     62K 
10: R2          Balance Sheets                                      HTML     83K 
11: R3          Balance Sheets (Parenthetical)                      HTML     19K 
12: R4          Statement of Operations (Unaudited)                 HTML     58K 
13: R5          Statements of Stockholders Equity (Unaudited)       HTML     35K 
14: R6          Statements of Cash Flows (Unaudited)                HTML     61K 
15: R7          Organization and Business                           HTML     15K 
16: R8          Going Concern                                       HTML     15K 
17: R9          Summary of Significant Accounting Policies          HTML     22K 
18: R10         Capital Stock                                       HTML     13K 
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     12K 
                Narrative)                                                       
24: R16         Capital Stock (Detail Narrative)                    HTML     25K 
25: R17         Related Party Transactions (Detail Narrative)       HTML     14K 
26: R18         Subsequent events (Detail Narrative)                HTML     19K 
29: XML         IDEA XML File -- Filing Summary                      XML     45K 
27: XML         XBRL Instance -- meta_10q_htm                        XML    148K 
28: EXCEL       IDEA Workbook of Financial Reports                  XLSX     35K 
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30: JSON        XBRL Instance as JSON Data -- MetaLinks              105±   141K 
31: ZIP         XBRL Zipped Folder -- 0001477932-22-005614-xbrl      Zip     59K 

Mark One

 i ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  i June 30, 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 Calle Principal 54,  i MunozPuerto Plata,  i Dominican Republic  i 57000

Tel: ( i 346)  i 308-4967

(Address and telephone number of registrant’s principal executive offices)

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.

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: ☐

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:

PART I.    FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

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

METATERRA CORP.

STATEMENT OF OPERATIONS

(UNAUDITED)

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

METATERRA CORP.

STATEMENT OF STOCKHOLDER’S EQUITY

FOR THE PERIODS FROM INCEPTION (JANUARY 20, 2021) TO JUNE 30, 2021 AND FOR SIX MONTHS ENDED JUNE 30, 2022

(UNAUDITED)

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

METATERRA CORP.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

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

Stock-Based Compensation

Use of Estimates

Cash and Cash Equivalents

Fair Value of Financial Instruments

Basic and Diluted Loss Per Share

Revenue Recognition

Inventory valuation policy

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

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. 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.

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.

RESULTS OF OPERATION

As of June 30, 2022, we had an accumulated deficit of $7,977. 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.

Three Month Period Ended June 30, 2022 compared to Three Month Period Ended June 30, 2021.

Revenue

During the three month period ended June 30, 2022, the Company had $260 in revenue compared to $-0- in revenue during the three month period ended June 30, 2021.

Operating Expenses

During the three month period ended June 30, 2022, we incurred total operating expenses of $4,188 compared to $-0- during the three month period ended June 30, 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 three month period ended June 30, 2022 was $3,928 compared to $-0- during the three month period ended June 30, 2021.

Six Month Period Ended June 30, 2022 compared to period from inception (January 20, 2021) to June 30, 2021

Revenue

During the six-month period ended June 30, 2022, the Company had $260 in revenue compared to $-0- in revenue during the period from inception (January 20, 2021) to June 30, 2021.

Operating Expenses

During the six-month period ended June 30, 2022, we incurred total operating expenses of $7,496 compared to $725 during the period from inception (January 20, 2021) to June 30, 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 six-month period ended June 30, 2022 was $7,236 compared to $725 during the period from inception (January 20, 2021) to June 30, 2021.

LIQUIDITY AND CAPITAL RESOURCES

As at June 30, 2022 our total assets were $6,803 compared to $2,084 in total assets at December 31, 2021. As at June 30, 2022, our current liabilities were $8,380 compared to $825 as of December 31, 2021.

Stockholders’ deficit was $1,577 as of June 30, 2022 compared to stockholders’ equity of $1,259 as of December 31, 2021.

Cash Flows from Operating Activities

For the six-month period ended June 30, 2022, net cash flows used in operating activities was $8,285, consisting of net loss of $7,236, increase in accounts payable of $169 and increase in inventory of $1,217. For the period from inception (January 20, 2021) to June 30, 2021, net cash flows used in  operating activities was $725, consisting entirely of net loss.

Cash Flows from Investing Activities

Cash flows used in investing activities during the six-month period ended June 30, 2022 was $670 compared to $-0- during the period from inception (January 20, 2021) to June 30, 2021. During six month period ended June 30, 2022, the Company purchased computer.

Cash Flows from Financing Activities

Cash flows provided by financing activities during the six-month period ended June 30, 2022 were $11,786, consisting of advances from a related party of $7,386 and proceeds from the issuance of common stock of $4,400.  Cash flows provided by financing activities during the period from inception (January 20, 2021) to June 30, 2021 were $725, consisting entirely of advances from a related party.

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 twelve 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) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) 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.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly 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.

GOING CONCERN

The independent auditors' report accompanying our December 31, 2021 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "smaller reporting  company" as defined by Item 10 of Regulation  S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our management concluded that as a result of material weaknesses  related to lack of segregation of duties and multiple levels of review over the financial reporting process, 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.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

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

No equity securities were sold during the six-month period ended June 30, 2022.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the six-month period ended June 30, 2022.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

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.

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Dates Referenced Herein

This ‘10-Q’ Filing		Date		Other Filings
Filed on:		8/4/22		None on these Dates
		7/31/22
		7/29/22
For Period end:		6/30/22
		3/31/22
		12/31/21
		6/30/21
		1/20/21
				List all Filings

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Filing Submission 0001477932-22-005614   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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