10-Q 1 g5565a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X[ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 000-53781 STEVIA CORP. (Name of registrant as specified in its charter) Nevada 98-0537233 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 7117 US 31 S, Indianapolis, IN 46227 (Address of Principal Executive Offices) (Zip Code) (888) 250-2566 (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- None None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate by check mark whether the registrant has submitted electronically 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 (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] 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. Non-accelerated filer [ ] Accelerated filer [ ] Large accelerated filer [ ] Smaller Reporting company [X] (Do not check if 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 [X] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at October 31, 2011 ----- ------------------------------- Common stock, $.001 par value 52,800,000 STEVIA CORP. FORM 10-Q SEPTEMBER 30, 2011 INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements................................................ 4 Consolidated Balance Sheets as of September 30, 2011 (Unaudited).... 5 Consolidated Statements of Operations for the Three Months Ended September 30, 2011 and for the Period from April 11, 2011 (inception) through September 30, 2011 (Unaudited).................. 6 Consolidated Statements of Stockholders' Equity (Deficit) for the period from April 11, 2011 (inception) through September 30, 2011 (Unaudited)...................................... 7 Consolidated Statements of Cash Flows for the period from April 11, 2011 (inception) through September 30, 2011 (Unaudited)... 8 Notes to the Consolidated Financial Statements (Unaudited).......... 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................23 Item 3. Quantitative and Qualitative Disclosures About Market Risk..........25 Item 4. Controls and Procedures.............................................25 PART II - OTHER INFORMATION Item 1. Legal Proceedings...................................................26 Item 1A. Risk Factors........................................................26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.........26 Item 3. Defaults Upon Senior Securities.....................................27 Item 4. Reserved............................................................27 Item 5. Other Information...................................................27 Item 6. Exhibits............................................................27 Signatures....................................................................28 2 FORWARD-LOOKING STATEMENTS This Report on Form 10-Q contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "anticipate," "intend," "continue," or similar terms, variations of such terms, or the negative of such terms. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading "Risk Factors" in our Current Report on Form 8-K filed on June 29, 2011. As used in this Form 10-Q, "we," "us" and "our" refer to Stevia Corp., which is also sometimes referred to as the "Company." YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Stevia Corp. (A Development Stage Company) September 30, 2011 Index to Consolidated Financial Statements Contents Page -------- ---- Consolidated Balance Sheet at September 30, 2011 (Unaudited) ................. 5 Consolidated Statements of Operation for the Three Months Ended September 30, 2011 and for the Period from April 11, 2011 (Inception) through September 30, 2011 (Unaudited) ...................................... 6 Consolidated Statement of Stockholders' Equity (Deficit) for the Period from April 11, 2011 (Inception) through September 30, 2011 (Unaudited) ...... 7 Consolidated Statement of Cash Flows for the Period from April 11, 2011 (Inception) through September 30, 2011 (Unaudited) .......................... 8 Notes to the Consolidated Financial Statements (Unaudited) ................... 9 4 Stevia Corp. (A Development Stage Company) Consolidated Balance Sheet
September 30, 2011 ---------- (Unaudited) ASSETS CURRENT ASSETS Cash $ 76,629 Accounts receivable 1,300 Prepaid expenses 5,527 ---------- TOTAL CURRENT ASSETS 83,456 ---------- WEBSITE DEVELOPMENT COSTS Website development costs 5,315 Accumulated amortization (267) ---------- WEBSITE DEVELOPMENT COSTS, NET 5,048 ---------- TOTAL ASSETS $ 88,504 ========== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ 26,043 Accounts payable - related party 40,000 Accrued expenses 19,078 Advances from president and significant stockholder 18,938 Convertible notes payable 350,000 ---------- TOTAL CURRENT LIABILITIES 454,059 ---------- STOCKHOLDERS' DEFICIT Common stock at $0.001 par value: 100,000,000 shares authorized, 52,800,000 shares issued and outstanding 52,800 Additional paid-in capital (170,988) Deficit accumulated during the development stage (247,367) ---------- TOTAL STOCKHOLDERS' DEFICIT (365,555) ---------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 88,504 ==========
See accompanying notes to the financial statements. 5 Stevia Corp. (A Development Stage Company) Consolidated Statements of Operations
For the Period from For the April 11, 2011 Three Months (inception) Ended through September 30, September 30, 2011 2011 ------------ ------------ (Unaudited) (Unaudited) Revenues eaarned during the development stage $ 1,300 $ 1,300 Cost of services during the development stage 60,000 60,000 ------------ ------------ Gross profit (58,700) (58,700) OPERATING EXPENSES: Professional fees 39,658 52,729 Research and development 105,197 105,197 General and administrative 21,193 21,293 ------------ ------------ TOTAL OPERATING EXPENSES 166,048 179,219 ------------ ------------ Loss from operations (224,748) (237,919) OTHER (INCOME) EXPENSE Interest expense 8,822 9,493 Interest income (45) (45) ------------ ------------ TOTAL OTHER (INCOME) EXPENSE 8,777 9,448 ------------ ------------ Loss before income taxes (233,525) (247,367) Income tax provision -- -- ------------ ------------ NET LOSS $ (233,525) $ (247,367) ============ ============ NET LOSS PER COMMON SHARE - Basic and diluted $ (0.00) $ (0.01) ============ ============ WEIGHTED COMMON SHARES OUTSTANDING - basic and diluted 52,800,000 32,938,080 ============ ============
See accompanying notes to the financial statements 6 Stevia Corp. (A Development Stage Company) Consolidated Statement of Stockholders' Equity (Deficit) For the Period from April 11, 2011 (Inception) through September 30, 2011 (Unaudited)
Common Stock, Deficit $0.001 Par Value Accumulated Total ---------------------- Additional During the Stockholders' Number of Paid-in Development Equity Shares Amount Capital Stage (Deficit) ------ ------ ------- ----- --------- Balance, April 11, 2011 (inception) 6,000,000 $ 6,000 $ (5,900) $ -- $ 100 Common shares deemed issued in reverse acquisition 79,800,000 79,800 (198,088) -- (118,288) Common shares cancelled in reverse acquisition (33,000,000) (33,000) 33,000 -- -- Net loss -- -- -- (247,367) (247,367) ----------- ----------- ----------- ----------- ----------- Balance, September 30, 2011 52,800,000 $ 52,800 $ (170,988) $ (247,367) $ (365,555) =========== =========== =========== =========== ===========
See accompanying notes to the financial statements. 7 Stevia Corp. (A Development Stage Company) Consolidated Statement of Cash Flows For the Period from April 11, 2011 (inception) through September 30, 2011 ---------- (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (247,367) Adjustments to reconcile net loss to net cash used in operating activities Amortization expense 267 Changes in operating assets and liabilities: Accounts receivable (1,300) Prepaid expenses (5,527) Accounts payable (69,715) Accounts payable - related parties 40,000 Accrued expenses 12,388 ---------- NET CASH USED IN OPERATING ACTIVITIES (271,254) ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Website development costs (5,315) Cash received from reverse acquisition 3,198 ---------- NET CASH USED IN INVESTING ACTIVITIES (2,117) CASH FLOWS FROM FINANCING ACTIVITIES: Advances from president and stockholder 350,000 ---------- NET CASH PROVIDED BY FINANCING ACTIVITIES 350,000 ---------- Net change in cash 76,629 Cash at beginning of period -- ---------- Cash at end of period $ 76,629 ========== Supplemental disclosure of cash flows information: Interest paid $ -- ========== Income tax paid $ -- ========== See accompanying notes to the financial statements. 8 Stevia Corp. (A Development Stage Company) September 30, 2011 Notes to the Consolidated Financial Statements (Unaudited) NOTE 1 - ORGANIZATION AND OPERATIONS STEVIA CORP. (FORMERLY INTERPRO MANAGEMENT CORP.) Interpro Management Corp ("Interpro") was incorporated under the laws of the State of Nevada on May 21, 2007. Interpro focused on developing and offering web based software that was designed to be an online project management tool used to enhance an organization's efficiency through planning and monitoring the daily operations of a business. The Company discontinued its web-based software business upon the acquisition of Stevia Ventures International Ltd. on June 23, 2011. On March 4, 2011, Interpro amended its Articles of Incorporation, and changed its name to Stevia Corp. ("Stevia" or the "Company") and effectuated a 35 for 1 forward stock split of all of its issued and outstanding shares of common stock (the "Stock Split"). All shares and per share amounts in the consolidated financial statements have been adjusted to give retroactive effect to the Stock Split. STEVIA VENTURES INTERNATIONAL LTD. Stevia Ventures International Ltd. ("Ventures") was incorporated on April 11, 2011 under the laws of the Territory of the British Virgin Islands ("BVI"). Ventures owns certain rights relating to stevia production, including certain assignable exclusive purchase contracts and an assignable supply agreement related to stevia. ACQUISITION OF STEVIA VENTURES INTERNATIONAL LTD. RECOGNIZED AS A REVERSE ACQUISITION On June 23, 2011 (the "Closing Date"), the Company closed a voluntary share exchange transaction with Stevia Ventures International Ltd. ("Ventures") pursuant to a Share Exchange Agreement (the "Share Exchange Agreement") by and among the Company, Ventures and George Blankenbaker, the stockholder of Ventures (the "Ventures Stockholder"). Immediately before the Share Exchange Transaction, the Company had 79,800,000 common shares issued and outstanding. Simultaneously with the Closing of the Share Exchange Transaction, on the Closing Date, Mohanad Shurrab, a shareholder and, as of the Closing Date, the Company's former Director, President, Treasurer and Secretary, surrendered 33,000,000 shares of the Company's common stock to the Company for cancellation. As a result of the Share Exchange Transaction, the Company issued 12,000,000 common shares for the acquisition of 100% of the issued and outstanding shares of Stevia Ventures International Ltd. Of the 12,000,000 common shares issued in connection with the Share Exchange Agreement, 6,000,000 of such shares are being held in escrow pending the achievement by the Company of certain post-Closing business milestones (the "Milestones"), pursuant to the terms of the Make Good Escrow Agreement, between the Company, Greenberg Traurig, LLP, as escrow agent and the Ventures' Stockholder (the "Escrow Agreement"). Even though the shares issued only represented approximately 20.4% of the issued and outstanding common stock immediately after the consummation of the Share Exchange Agreement the stockholder of Ventures completely took over and controlled the board of directors and management of the Company upon acquisition. As a result of the control of the then Ventures's Stockholder, for financial statement reporting purposes, the merger between the Company and Ventures has been treated as a reverse acquisition with Ventures deemed the accounting acquirer and the Company deemed the accounting acquiree under the purchase method of accounting in accordance with section 805-10-55 of the FASB Accounting Standards Codification. The reverse merger is deemed a capital transaction and the net assets of Ventures (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the combination. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Ventures which are recorded at historical cost. The equity of the Company is the historical equity of Ventures retroactively restated to reflect the number of shares issued by the Company in the transaction. 9 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION - UNAUDITED INTERIM FINANCIAL INFORMATION The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the period from April 11, 2011 (inception) through April 30, 2011 and notes thereto contained in the Company's Report on Form 8-K as filed with the SEC on June 29, 2011. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include all accounts of Ventures as of September 30, 2011 and for the period from April 11, 2011 (inception) through September 30, 2011 and all accounts of Stevia as of September 30, 2011 and for the period from June 23, 2011 (date of acquisition) through September 30, 2011. All inter-company balances and transactions have been eliminated. DEVELOPMENT STAGE COMPANY The Company is a development stage company as defined by section 915-10-20 of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification. Although the Company has recognized some nominal amount of revenues since inception, the Company is still devoting substantially all of its efforts on establishing the business and, therefore, still qualifies as a development stage company. All losses accumulated since inception have been considered as part of the Company's development stage activities. USE OF ESTIMATES AND ASSUMPTIONS The preparation of 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company's significant estimates and assumptions include the fair value of financial instruments; the carrying value, recoverability and impairment of long-lived assets, including the values assigned to and the estimated useful lives of website development costs; interest rate; revenue recognized or recognizable; sales returns and allowances; foreign currency exchange rate; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: 10 Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company's financial assets and liabilities, such as cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company's convertible notes payable approximates the fair value of such instrument based upon management's best estimate of interest rates that would be available to the Company for similar financial arrangements at September 30, 2011. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not however, practical to determine the fair value of advances from stockholders due to their related party nature. CARRYING VALUE, RECOVERABILITY AND IMPAIRMENT OF LONG-LIVED ASSETS The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company's long-lived assets, which include website development costs, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall strategy with respect to the manner or use of the acquired assets or changes in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The key assumptions used in management's estimates of projected cash flow deal largely with forecasts of sales levels and gross margins. These forecasts are typically based on historical trends and take into account recent developments as well as management's plans and intentions. Other factors, such as increased competition or a decrease in the desirability of the Company's products or services, could lead to lower projected sales levels, which would adversely impact cash flows. A significant change in cash flows in the future could result in an impairment of long lived assets. The impairment charges, if any, is included in operating expenses in the accompanying consolidated statements of income and comprehensive income (loss). 11 FISCAL YEAR END The Company elected March 31 as its fiscal year ending date. CASH EQUIVALENTS The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer's current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions. Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any. Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received. There was no allowance for doubtful accounts at September 30, 2011. The Company does not have any off-balance-sheet credit exposure to its customers. WEBSITE DEVELOPMENT COSTS Website development costs are stated at cost less accumulated amortization. The cost of the website development is amortized on a straight-line basis over its estimated useful life of five (5) years. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. RELATED PARTIES The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involvedb. description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. mounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. 12 COMMITMENT AND CONTINGENCIES The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows. REVENUE RECOGNITION The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. RESEARCH AND DEVELOPMENT The Company follows paragraph 730-10-25-1 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 2 "ACCOUNTING FOR RESEARCH AND DEVELOPMENT COSTS") and paragraph 730-20-25-11 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 68 "RESEARCH AND DEVELOPMENT ARRANGEMENTS") for research and development costs. Research and development costs are charged to expense as incurred. Research and development costs consist primarily of remuneration for research and development staff, depreciation and maintenance expenses of research and development equipment, material and testing costs for research and development as well as research and development arrangements with unrelated third party research and development institutions. The research and development arrangements usually involve one specific research and development project for the development of a plant's growing protocol. Often times, the Company makes non-refundable advances upon signing of these arrangements. The Company adopted paragraph 730-20-25-13 and 730-20-35-1 of the FASB Accounting Standards Codification (formerly Emerging Issues Task Force Issue No. 07-3 "ACCOUNTING FOR NONREFUNDABLE ADVANCE PAYMENTS FOR GOODS OR SERVICES TO BE USED IN FUTURE RESEARCH AND DEVELOPMENT ACTIVITIES") for those non-refundable advances. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the related goods are delivered or the related services are performed. The management continues to evaluate whether the Company expect the goods to be delivered or services to be rendered. If the management does not expect the goods to be delivered or services to be rendered, the capitalized advance payment are charged to expense. FOREIGN CURRENCY TRANSACTIONS The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification ("Section 830-20-35") for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company's functional and reporting currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all 13 foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate. STOCK-BASED COMPENSATION FOR OBTAINING EMPLOYEE SERVICES The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: * The Company uses historical data to estimate employee termination behavior. The expected life of options granted is derived from paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and represents the period of time the options are expected to be outstanding. * The expected volatility is based on a combination of the historical volatility of the comparable companies' stock over the contractual life of the options. * The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option. * The expected dividend yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option. The Company's policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. EQUITY INSTRUMENTS ISSUED TO PARTIES OTHER THAN EMPLOYEES FOR ACQUIRING GOODS OR SERVICES The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification ("Section 505-50-30"). Pursuant to Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. Pursuant to Paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. INCOME TAXES The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of income and comprehensive income (loss) in the period that includes the enactment date. 14 The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25"). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management's opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. LIMITATION ON UTILIZATION OF NOLS DUE TO CHANGE IN CONTROL Pursuant to the Internal Revenue Code Section 382 ("Section 382"), certain ownership changes may subject the NOL's to annual limitations which could reduce or defer the NOL. Section 382 imposes limitations on a corporation's ability to utilize NOLs if it experiences an "ownership change." In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the NOLs to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such NOLs to expire unused, reducing or eliminating the benefit of such NOLs. NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. The following table shows the potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation for the period from April 11, 2011 (inception) through September 30, 2011 as they were anti-dilutive: 15 Potentially outstanding dilutive common shares For the Period from April 11, 2011 (inception) through September 30, 2011 ---------- Make Good Escrow Agreement shares issued and held with the escrow agent on June 23, 2011 in connection with the Share Exchange Agreement pending the achievement by the Company of certain post-Closing business milestones (the "Milestones"). 6,000,000 Sub-total - Make Good Escrow Agreement shares 6,000,000 ---------- Total potentially outstanding dilutive common shares 6,000,000 ========== CASH FLOWS REPORTING The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. SUBSEQUENT EVENTS The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In May 2011, the FASB issued the FASB Accounting Standards Update No. 2011-04 "FAIR VALUE MEASUREMENT" ("ASU 2011-04"). This amendment and guidance are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs). This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, FAIR VALUE MEASUREMENT, including the following revisions: * An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity's net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity's net, rather than gross, exposure to those risks. * In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account. * Additional disclosures about fair value measurements. 16 The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011. In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 "COMPREHENSIVE INCOME ("ASU 2011-05"), which was the result of a joint project with the IASB and amends the guidance in ASC 220, COMPREHENSIVE INCOME, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders' equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders' equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income. The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. NOTE 3 - GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had a deficit accumulated during the development stage at September 30, 2011, a net loss and net cash used in operating activities for the period from April 11, 2011 (inception) through September 30, 2011. While the Company is attempting to commence operations and generate sufficient revenues, the Company's cash position may not be sufficient enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate sufficient revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 4 - WEBSITE DEVELOPMENT COSTS Website development costs, stated at cost, less accumulated amortization at September 30, 2011, consisted of the following: September 30, 2011 -------- Website development costs $ 5,315 Accumulated amortization (267) -------- $ 5,048 ======== AMORTIZATION EXPENSE Amortization expense was $267 for the period from April 11, 2011 (inception) through September 30, 2011. NOTE 5 - RELATED PARTY TRANSACTIONS RELATED PARTIES Related parties with whom the Company had transactions are: 17 Related Parties Relationship --------------- ------------ George Blankenbaker President and major stockholder of the Company Leverage Investments LLC An entity owned and controlled by president and major stockholder of the Company Growers Synergy Pte Ltd. An entity owned and controlled by president and major stockholder of the Company ADVANCES FROM STOCKHOLDER From time to time, stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. LEASE OF CERTAIN OFFICE SPACE FROM LEVERAGE INVESTMENTS, LLC The Company leased certain office space with Leverage Investments, LLC for $500 per month on a month-to-month basis. CONSULTING SERVICES FROM GROWERS SYNERGY PTE LTD. Consulting services provided by Growers Synergy Pte Ltd. for the period from April 11, 2011 (inception) through September 30, 2011 is as follows: September 30, 2011 -------- Consulting services received and consulting fees booked $ 60,000 -------- $ 60,000 ======== NOTE 6 - CONVERTIBLE NOTES PAYABLE On February 14, 2011, the Company issued a convertible note in the amount of $250,000 with interest at 10% per annum due one (1) year from the date of issuance. On June 23, 2011, the Company issued a convertible note in the amount of $100,000 with interest at 10% per annum due one (1) year from the date of issuance. The notes may be converted into common shares of the Company should the Company complete a private placement with gross proceeds of at least $100,000. The conversion price shall be the same as the private placement price on a per share basis. As of September 30, 2011, the Company did not complete any private placement. NOTE 7 - STOCKHOLDERS' DEFICIT SHARES AUTHORIZED Upon formation the total number of shares of common stock which the Company is authorized to issue is One Hundred Million (100,000,000) shares, par value $.001 per share. COMMON STOCK Immediately before the Share Exchange Transaction, the Company had 79,800,000 common shares issued and outstanding on June 23, 2011. Simultaneously with the Closing of the Share Exchange Transaction, on the Closing Date, Mohanad Shurrab, a shareholder and, as of the Closing Date, the Company's former Director, President, Treasurer and Secretary, surrendered 33,000,000 shares of the Company's common stock to the Company for cancellation. 18 As a result of the Share Exchange Transaction, the Company issued 12,000,000 common shares for the acquisition of 100% of the issued and outstanding shares of Stevia Ventures International Ltd. Of the 12,000,000 common shares issued in connection with the Share Exchange Agreement, 6,000,000 of such shares are being held in escrow ("Escrow Shares") pending the achievement by the Company of certain post-Closing business milestones (the "Milestones"), pursuant to the terms of the Make Good Escrow Agreement, between the Company, Greenberg Traurig, LLP, as escrow agent and the Ventures' Stockholder (the "Escrow Agreement"). As of September 30, 2011, none of the 6,000,000 Escrow Shares had been released to Ventures stockholder or the Company. NOTE 8 - RESEARCH AND DEVELOPMENT AGRIBUSINESS DEVELOPMENT AGREEMENT - AGRO GENESIS PTE LTD. On July 16, 2011, the Company entered into an Agribusiness Development Agreement (the "Agribusiness Development Agreement") with Agro Genesis Pte Ltd. ("AGPL"), a corporation organized under the laws of the Republic of Singapore expiring two (2) years from the date of signing. Under the terms of the Agreement, the Company engaged AGPL to be the Company's technology provider consultant for stevia propagation and cultivation in Vietnam, and potentially other countries for a period of two (2) years. AGPL will be tasked with developing stevia propagation and cultivation technology in Vietnam, recommend quality agronomic programs for stevia cultivation, harvest and post harvest, alert findings on stevia propagation and cultivation that may impact profitability and develop a successful model in Vietnam that can be replicated elsewhere (the "Project"). The Project will be on-site at stevia fields in Vietnam and will have a term of at least two (2) years. For its services, AGPL could receive a fee of up to 275,000 Singapore dollars, plus related expenses estimated at $274,000 as specified in Appendix A to the Agribusiness Development Agreement. Additionally, the Company will be AGPL's exclusive distributor for AGPL's G-Farm system (a novel crop production system) for stevia growing resulting from the Project. AGPL will receive a commission of no less than 2% of the price paid for crops other than stevia, from cropping systems that utilize the G-Farm system resulting from the Project. All technology-related patents resulting from the Project will be jointly owned by AGPL and the Company, with the Company holding a right of first offer for the use and distribution rights to registered patents resulting from the Project. On August 26, 2011, in accordance with Appendix A , 3(a), the Company and AGPL have mutually agreed to add to the current Project budget $100,000 per annum for one, on-site resident AGPL expert for 2 (two) years effective September 1, 2011, or $200,000 in aggregate for the term of the contract as specified in Appendix C. In-country accommodation for the resident expert will be born separately by the Company and is excluded from the above amount. The expert, Dr. Cho, Young-Cheol, Director, Life Sciences has been appointed and will commence on September 1, 2011. Future minimum payments required under the Agribusiness Development Agreement as amended were as follows: Under Appendix A Under Equivalent Appendix C TOTAL Fiscal year ending March 31 SG$ in $ $ $ --------------------------- -------- -------- -------- -------- 2012 (remainder of the fiscal year) 49,500 $ 38,024 $ 50,000 $ 88,204 2013 99,000 76,408 100,000 176,408 2014 44,000 33,959 25,000 58,959 -------- -------- -------- -------- Total 192,500 148,571 175,000 323,571 ======== ======== ======== ======== NOTE 9 - COMMITMENTS AND CONTINGENCIES MAKE GOOD AGREEMENT SHARES (I) NUMBER OF MAKE GOOD SHARES On June 23, 2011, the Company issued 12,000,000 common shares for 100% of the issued and outstanding shares of Ventures in connection with the Share Exchange Agreement. Of the 12,000,000 common shares issued, 6,000,000 of such shares are being held in escrow pending the achievement by the Company of certain post-Closing business milestones (the "Milestones"), pursuant to the terms of the Escrow Agreement. 19 (II) DURATION OF ESCROWAGREEMENT The Make Good Escrow Agreement shall terminate on the sooner of (i) the distribution of all the escrow shares, or (ii) December 31, 2013. (III) DISBURSEMENT OF MAKE GOOD SHARES Upon achievement of any Milestone on or before the date associated with such Milestone on Exhibit A, the Company shall promptly provide written notice to the Escrow Agent and the Selling Shareholder of such achievement (each a "COMPLETION NOTICE"). Upon the passage of any Milestone date set forth on Exhibit A for which the Company has not achieved the associated Milestone, the Company shall promptly provide written notice to the Escrow Agent and the Selling Shareholder of such failure to achieve the milestone (each a "NONCOMPLETION NOTICE"). (IV) EXHIBIT A - SCHEDULE OF MILESTONES
Number of Escrow Milestone Completion Date Shares --------- --------------- ------ (1) Enter into exclusive international license agreement for all Agro Genesis intellectual property and products as it applies to Stevia (2) Enter into cooperative agreements to work with Vietnam 3,000,000 Institutes (a) Medical Date Plant Institute in Hanoi; shares (b) Agricultural Science Institute of Northern only if and Central Vietnam when ALL (3) Enter into farm management agreements with local growers Within 180 four (4) including the Provincial and National projects; days of the milestones (4) Take over management of three existing nurseries Closing reached Within two years of the 1,500,000 Achieve 100 Ha field trials and first test shipment of dry leaf Closing Date shares Within two Leaf of test shipment to achieve minimum specs for contracted years of the 1,500,000 base price (currently $2.00 per kilo) Closing Date shares
CONSULTING AGREEMENT - DORIAN BANKS On July 1, 2011 the Company entered into a consulting agreement (the "Consulting Agreement") with Dorian Banks (the "Consultant"). (I) SCOPE OF SERVICES Under the terms of the Consulting Agreement, the Company engaged the Consultant to provide advice in general business development, strategy, assistance with new business and land acquisition, introductions, and assistance with Public Relations ("PR") and Investor Relations ("IR"). (II) TERM The term of this Agreement shall be six (6) months, commencing on July 1, 2011 and continuing until December 31, 2011. This Agreement may be terminated by either the Company or the Consultant at any time prior to the end of the Consulting Period by giving thirty (30) days written notice of termination. Such notice may be given at any time for any reason, with or without cause. The Company will pay Consultant for all Service performed by Consultant through the date of termination. (III) COMPENSATION The Company shall pay the Consultant a fee of $3,000.00 per month. 20 CONSULTING AGREEMENT - DAVID CLIFTON On July 1, 2011 the Company entered into a consulting agreement (the "Consulting Agreement") with David Clifton ( "Clifton"). (I) SCOPE OF SERVICES Under the terms of the Consulting Agreement, the Company engaged Clifton to introduce interested investors to the Company, advise the Company on available financing options and provide periodic updates on the stevia sector and provide insights and strategies for the Company to undertake. (II) TERM The term of this Agreement shall be six (6) months, commencing on July 1, 2011 and continuing until December 31, 2011. This Agreement may be terminated by either the Company or Clifton at any time prior to the end of the consulting period by giving thirty (30) days written notice of termination. Such notice may be given at any time for any reason, with or without cause. The Company will pay Clifton for all service performed by him through the date of termination. (III) COMPENSATION The Company shall pay Clifton a fee of $3,000.00 per month. NOTE 10 - CONCENTRATIONS AND CREDIT RISK CUSTOMERS AND CREDIT CONCENTRATIONS One (1) customer accounted for all of accounts receivable at September 30, 2011 and all of the sales for the period from April 11, 2011 (inception) through September 30, 2011. A reduction in sales from or loss of such customer would have a material adverse effect on the Company's results of operations and financial condition. VENDORS AND ACCOUNTS PAYABLE CONCENTRATIONS Growers Synergy Pte Ltd., an entity owned and controlled by president and significant stockholder of the Company accounted for 60.6% of the Company's accounts payable at September 30, 2011 and provided all of the Company's farm management services for the period from April 11, 2011 (inception) through September 30, 2011. CREDIT RISK Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of September 30, 2011, substantially all of the Company's cash and cash equivalents were held by major financial institutions, and the balance at certain accounts exceeded the maximum amount insured by the Federal Deposits Insurance Corporation ("FDIC"). However, the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts. NOTE 11 - SUBSEQUENT EVENTS The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follows: ENTRY INTO A MANAGEMENT AND OFF-TAKE AGREEMENT WITH AN ENTITY CONTROLLED BY PRESIDENT AND MAJOR STOCKHOLDER On November 1, 2011, the Company entered into a Management and Off-Take Agreement (the "Agreement") with Growers Synergy Pte Ltd. ("GSPL"), a Singapore corporation owned and controlled by president and major stockholder of the Company. Under the terms of the Agreement, the Company will engage GSPL to supervise the Company's farm management operations, recommend quality farm management programs for stevia cultivation, assist in the hiring of employees and provide training to help the Company meet its commercialization targets, develop successful models to propagate future agribusiness services, and provide back-office and regional logistical support for the development of proprietary stevia farm systems in Vietnam, Indonesia and potentially other countries. GSPL will provide services for a term of two (2) years from the date of signing, at $20,000 per month. The Agreement may be terminated by the Company upon 30 day 21 notice. In connection with the Agreement, the parties agreed to enter into an off-take agreement whereby GSPL agreed to purchase all of the non-stevia crops produced at the Company's GSPL supervised farms. Future minimum payments required under this agreement were as follows: Year ending December 31: ------------------------ 2012 (remainder of the fiscal year) $100,000 2013 240,000 2014 140,000 -------- $480,000 ======== 22 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements. BACKGROUND AND PLAN OF OPERATIONS We are a development stage company that has acquired certain rights relating to stevia production, including certain assignable exclusive purchase contracts and an assignable supply agreement related to stevia. We plan to generate revenue through two primary sources: (i) the sale of stevia grown on our own farmed property and (ii) our farm management services, which will provide plant breeding, agricultural protocols, post-harvest techniques and other services to stevia growers. Our initial farming efforts and farm management service are focused in Vietnam and Indonesia. We plan to partner with leading refiners to create a reliable purchasing source for both the stevia we grow as well as that produced by our contract grower partners using our methods and technologies. In Vietnam we have established several nurseries and test fields in several provinces through our grower partners and we have entered into cooperative agreements with major institutes for stevia research and development. Effective July 16, 2011, we entered into an Agribusiness Development Agreement (the "Agreement") with Agro Genesis Pte. Ltd. ("Agpl"). Under the terms of the Agreement, we will engage AGPL to be our technology provider consultant for stevia propagation and cultivation in Vietnam, and potentially other countries. AGPL will be tasked with developing stevia propagation and cultivation technology in Vietnam, recommend quality agronomic programs for stevia cultivation, harvest and post harvest, alert findings on stevia propagation and cultivation that may impact profitability and develop a successful model in Vietnam that can be replicated elsewhere (the "Project"). Additionally, we will be AGPL's exclusive distributor for AGPL's g'farm system (a novel crop production system) for stevia growing resulting from the Project. Effective November 1, 2011, we entered into a Management and Off-Take Agreement (the "Management Agreement") with Growers Synergy Pte Ltd, ("Growers Synergy") pursuant to which Growers Synergy will provide farm management operations and back-office and regional logistical support for our Vietnam and Indonesia operations for a period of two years. In addition, Growers Synergy will enter into an agreement to purchase from us all the non-stevia crops produced at the farms for which they are providing management services. The Management Agreement is terminable by the Company upon 30 days notice, and provides for monthly payments to Growers Synergy of $20,000. Our initial focus and capital expenditures have been directed toward intellectual property development, including the Project, whereby we are attempting to identify optimal cultivar varieties for intended growing sites, develop and test propagation protocols, develop cultivation technology including an intercropping system and regional adaptability tests, and develop post-harvest and refinery processes. Once such protocols and technologies are established, we plan to expand our commercial farming of stevia using such intellectual property, with the goal of 5,000 Ha of production by the end of our sixth fiscal year, while also marketing such farming methods and technologies to other stevia farmers. RESULTS OF OPERATIONS We have had limited operations to-date, which have primarily consisted of securing purchase and supply contracts and office space, negotiating the Agreements and developing relationships with potential partners. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital. 23 CASH AND CASH EQUIVALENTS As of September 30, 2011, we had cash of $76,629. We anticipate that a substantial amount of cash will be used as working capital and to execute our strategy and business plan. As such, we further anticipate that we will have to raise additional capital through debt or equity financings to fund our operations during the next 6 to 12 months. RESULTS OF OPERATIONS The following discussion of the financial condition, results of operations, cash flows, and changes in our financial position should be read in conjunction with our audited consolidated financial statements and notes included in our Current Report on Form 8-K filed June 29, 2011. As a development stage company, we currently have limited operations, principally directed at potential acquisition targets and revenue-generating opportunities. The financial statements mentioned above have been prepared in conformity with U.S. GAAP and are stated in United States dollars. PERIOD FROM INCEPTION (APRIL 11, 2011) TO SEPTEMBER 30, 2011 During the period from inception (April 11, 2011) to September 30, 2011, we incurred a comprehensive loss of $247,367. This loss was largely attributed to professional fees associated with our formation and related transactions of $52,729 and research and development costs $105,197. This represented an increase in our comprehensive loss from $13,842 during the period from inception to June 30, 2011. LIQUIDITY AND CAPITAL RESOURCES As at September 30, 2011 we have $83,456 in current assets, and $454,059 in current liabilities. This represents a decrease in current assets from $353,098 at June 30, 2011 and a decrease in current liabilities from $485,128 at June 30, 2011. As at September 30, 2011, our total assets were $88,504 and our total liabilities were $454,059. This represents a decrease in total assets from $353,098 at June 30, 2011 and a decrease in total liabilities from $485,128 at June 30, 2011. Our net working capital deficiency as at September 30, 2011 was, on a pro forma basis, $365,555. Our current cash requirements are significant due to the planned development and expansion of our business, including intellectual property development, initial field trials and planning and readiness development for the commercialization that we hope to begin in year three. During the three month period ended September 30, 2011, we funded our operations from the proceeds of convertible notes. Subsequent to the quarter ended September 30, 2011, we raised $100,000 through the sale of shares of our common stock at a price of $0.25 per share. In addition, subsequent to the quarter ended September 30, 2011, we raised an aggregate of $400,000 from the proceeds of convertible notes. We are currently reliant on short term financing arrangements to meet our short-term and long-term obligations. Changes in our operating plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future. For the period from April 11, 2011 (inception) through September 30, 2011, we used net cash of $271,254 in operating activities. Net cash from investing activities totaled a negative $2,117. Net cash from financing activities totaled $350,000. Our management believes that we will be able to generate sufficient revenue or raise sufficient amounts of working capital through debt or equity offerings, as may be required to meet our short-term and long-term obligations. We will require additional capital to expand our commercial production to reach our target of 5,000 Ha in Vietnam. In order to execute on our business strategy, we will require additional working capital, commensurate with our operational needs. Such working capital will most likely be obtained through equity or debt financings until such time as our operations are producing revenue in excess of operating expenses. There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed. 24 OFF-BALANCE SHEET ARRANGEMENTS We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles of the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. We believe certain critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements. A description of our critical accounting policies is set forth in our Current Report on Form 8-K filed on June 29, 2011. As of, and for the three months ended September 30, 2011, there have been no material changes or updates to our critical accounting policies. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES 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 the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of September 30, 2011 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of September 30, 2011 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's interim financial statements will not be prevented or detected on a timely basis. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING In performing the above-referenced assessment, our management identified the following material weaknesses: i) We have not achieved the optimal level of segregation of duties relative to key financial reporting functions. ii) We did not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management's view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over our financial statements. 25 We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources and personnel to potentially mitigate these material weaknesses. Our present management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There were no changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Subsequent to our quarter ended September 30, 2011, on October 25, 2011, our board of directors approved the adoption of an insider trading policy, code of ethical conduct, and disclosure controls and procedures. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 1A. RISK FACTORS None. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On October 6, 2011, we raised $100,000 through the sale of 400,000 shares of our common stock at a price of $0.25 per share (the "Shares"). On October 6, 2011, we raised $150,000 from the proceeds of a convertible note (the "October Note"). The October Note was based upon the Company's standard form of promissory note, accrues interest at the rate of ten percent per annum, simple interest and the principal balance of the October Note and any accrued interest thereon is convertible into our common stock at a $0.25 per share conversion price. On November 16, 2011, we raised $250,000 from the proceeds of a convertible note (the "November Note" and together with the October Note, the "Notes"). The November Note was based upon the Company's standard form of promissory note, accrues interest at the rate of ten percent per annum, simple interest and the principal balance of the November Note and any accrued interest thereon is convertible into our common stock at the lower of (a) the price per share at which shares of capital stock are sold in our next equity financing, or (b) the closing price of our securities if traded on a securities exchange, or if actively traded over-the-counter, the average closing bid price for the securities, in each case over the thirty (30) day period prior to the date of conversion; provided however, that if no active trading market for the securities exists at the time of the conversion, such conversion price shall be the fair market value of a share of our common stock as determined in good faith by our Board of Directors. The issuance of the Shares and Notes were conducted in reliance upon Regulation S of the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "Securities Act"), to investors who are "accredited investors," as such term is defined in Rule 501(a) under the Securities Act, in offshore transactions (as defined in Rule 902 under Regulation S of the Securities Act), based upon representations made by such investors. 26 ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. RESERVED Not applicable. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS EXHIBIT NUMBER NAME -------------- ---- 3.1(1) Articles of Incorporation, including all amendments to date 3.2(2) Amended and Restated Bylaws 10.1 Stock Purchase Agreement, dated October 6, 2011 10.2 Form of Convertible Promissory Note 10.3(3) Agribusiness Development Agreement, dated July 16, 2011 10.4(4) Management and Off-Take Agreement, dated November 1, 2011 31 Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer and Principal Financial Officer) 32 Section 1350 Certification 101* Interactive data files pursuant to Rule 405 of Regulation S-T ---------- Footnotes to Exhibits Index (1) Incorporated by reference to the Form S-1 filed on July 16, 2008 and the Current Report on Form 8-K filed March 9, 2011. (2) Incorporated by reference to the Current Report on Form 8-K filed on March 22, 2011. (3) Incorporated by reference to the Current Report on Form 8-K filed on October 18, 2011. (4) Incorporated by reference to the Current Report on Form 8-K filed on October 31, 2011. * Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability. 27 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. STEVIA CORP. Dated: November 21, 2011 /s/ George Blankenbaker ----------------------------------- By: George Blankenbaker Its: President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 28