PINX:STEV Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

PINX:STEV (): Fair Value Estimate
Premium
PINX:STEV (): Consider Buying
Premium
PINX:STEV (): Consider Selling
Premium
PINX:STEV (): Fair Value Uncertainty
Premium
PINX:STEV (): Economic Moat
Premium
PINX:STEV (): Stewardship
Premium
 
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: June 30, 2012 [ ] 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 August 13, 2012 ----- ------------------------------ Common stock, $.001 par value 66,555,635 <PAGE> STEVIA CORP. FORM 10-Q JUNE 30, 2012 INDEX PAGE ---- PART I--FINANCIAL INFORMATION Item 1. Financial Statements.............................................. 4 Consolidated Balance Sheets as of June 30, 2012 (Unaudited)............ 5 Consolidated Statements of Operations for the three month period ended June 30, 2012 and 2011 (Unaudited)............................... 6 Consolidated Statements of Stockholders' Equity (Deficit) for the three month period ended June 30, 2012 (Unaudited)..................... 7 Consolidated Statements of Cash Flows for the three month periods ended June 30, 2012 and 2011 (Unaudited)............................... 8 Notes to Financial Statements.......................................... 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................. 33 Item 3. Quantitative and Qualitative Disclosures About Market Risk........ 35 Item 4. Controls and Procedures........................................... 35 PART II--OTHER INFORMATION Item 1. Legal Proceedings................................................. 36 Item 1A. Risk Factors...................................................... 36 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds....... 36 Item 3. Defaults Upon Senior Securities................................... 36 Item 4. Mine Safety Disclosures........................................... 36 Item 5. Other Information................................................. 36 Item 6. Exhibits.......................................................... 36 Signatures.................................................................. 38 2 <PAGE> 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 Annual Report on Form 10-K for the fiscal year ended March 31, 2012, filed on June 29, 2012. 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 hope. 3 <PAGE> PART I--FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. Stevia Corp. (A Development Stage Company) June 30, 2012 and 2011 Index to the Consolidated Financial Statements Contents Page(s) -------- ------- Consolidated Balance Sheets at June 30, 2012 (Unaudited) and March 31, 2012 ......................................................... 5 Consolidated Statements of Operations for the Three Months Ended June 30, 2012, for the Period from April 11, 2011 (Inception) through June 30, 2011 and for the Period from April 11, 2011 (Inception) through June 30, 2012 (Unaudited) ...................................... 6 Consolidated Statement of Stockholders' Equity (Deficit) for the Period from April 11, 2011 (Inception) through June 30, 2012 (Unaudited) ...... 7 Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2012, for the Period from April 11, 2011 (Inception) through June 30, 2011 and for the Period from April 11, 2011 (Inception) through June 30, 2012 (Unaudited) ...................................... 8 Notes to the Consolidated Financial Statements (Unaudited) ............. 9 4 <PAGE> Stevia Corp. (A Development Stage Company) Consolidated Balance Sheets June 30, 2012 March 31, 2012 ------------- -------------- (Unaudited) <S> <C> <C> ASSETS Current assets: Cash $ 17,062 $ 15,698 Accounts receivable 280 -- Prepaid expenses 16,608 168,874 ----------- ----------- Total current assets 33,950 184,572 ----------- ----------- Property and equipment 4,359 3,036 Accumulated depreciation (218) -- ----------- ----------- Property and equipment, net 4,141 3,036 Website development costs Website development costs 5,315 5,315 Accumulated amortization (1,068) (801) ----------- ----------- Website development costs, net 4,247 4,514 ----------- ----------- Security Deposit Security deposit 15,000 15,000 ----------- ----------- Security deposit 15,000 15,000 ----------- ----------- Total assets $ 57,338 $ 207,122 =========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 190,713 $ 237,288 Accounts payable - President and CEO 20,220 20,220 Accrued expenses 8,840 5,400 Accrued interest 26,959 15,521 Advances from president and significant stockholder 21,238 19,138 Convertible notes payable 900,000 700,000 ----------- ----------- Total current liabilities 1,167,970 997,567 ----------- ----------- Stockholders' deficit: Common stock at $0.001 par value: 100,000,000 shares authorized, 58,354,775 shares issued and outstanding 58,355 58,355 Additional paid-in capital 1,568,501 1,474,751 Deficit accumulated during the development stage (2,737,488) (2,323,551) ----------- ----------- Total stockholders' deficit (1,110,632) (790,445) ----------- ----------- Total liabilities and stockholders' deficit $ 57,338 $ 207,122 =========== =========== See accompanying notes to the consolidated financial statements. 5 <PAGE> Stevia Corp. (A Development Stage Company) Consolidated Statements of Operations For the Period from For the Period from For the April 11, 2011 April 11, 2011 Three Months (inception) (inception) Ended through through June 30, 2012 June 30, 2011 June 30, 2012 ------------- ------------- ------------- (Unaudited) (Unaudited) (Unaudited) <S> <C> <C> <C> Revenues earned during the development stage $ 280 $ -- $ 1,580 Cost of services during the development stage Farm expenses 7,500 -- 538,746 Farm management services - related party 60,000 -- 240,000 ------------ ------------ ------------ Total cost of services during the development stage 67,500 -- 780,326 ------------ ------------ ------------ Gross profit (loss) (67,220) -- (777,166) Operating expenses: Directors' fees 93,750 -- 281,250 Professional fees 116,728 13,071 372,687 Research and development 78,984 -- 285,175 Salary and compensation - officer -- -- 750,000 General and administrative expenses 44,713 100 158,455 ------------ ------------ ------------ Total operating expenses 334,175 13,171 1,847,567 ------------ ------------ ------------ Loss from operations (401,395) (13,171) (2,624,733) Other (income) expense: Financing cost -- -- 70,500 Foreign currency transaction gain (loss) 1,101 -- 1,101 Interest expense 11,441 671 41,198 Interest income -- -- (44) ------------ ------------ ------------ Total other (income) expense 12,542 671 112,755 ------------ ------------ ------------ Loss before income tax provision (413,937) (13,842) (2,737,488) Income tax provision -- -- -- ------------ ------------ ------------ Net loss $ (413,937) $ (13,842) $ (2,737,488) ============ ============ ============ Net loss per common share - Basic and diluted: $ (0.01) $ (0.00) ============ ============ Weighted average common shares - basic and diluted 58,354,775 55,800,000 ============ ============ See accompanying notes to the consolidated financial statements. 6 <PAGE> Stevia Corp. (A Development Stage Company) Consolidated Statement of Stockholders' Equity (Deficit) For the Period from April 11, 2011 (Inception) through June 30, 2012 Common Stock, Deficit $0.001 Par Value Accumulated Total ----------------------- Additional during the Stockholders' Number paid-in Development Equity of Shares Amount Capital Stage (Deficit) --------- ------ ------- ----- --------- <S> <C> <C> <C> <C> <C> 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 -- Common shares issued for cash at $0.25 per share on October 4, 2011 400,000 400 99,600 100,000 Common shares issued for notes conversion at $0.25 per share on October 4, 2011 1,400,000 1,400 348,600 350,000 Common shares issued for conversion of accrued interest at $0.25 per share on October 4, 2011 74,850 75 18,638 18,713 Common shares cancelled by significant stockholder on October 4, 2011 (3,000,000) (3,000) 3,000 -- Common shares issued for future director services on October 4, 2011 3,000,000 3,000 747,000 750,000 Common shares issued for future director services on October 4, 2011 (750,000) (750,000) Common shares issued for future director services on October 4, 2011 earned during the period 187,500 187,500 Make good shares released to officer for achieving the first milestone on December 23, 2011 3,000,000 3,000 747,000 750,000 Common shares issued for notes conversion at $0.25 per share on January 18, 2012 600,000 600 149,400 150,000 Common shares issued for conversion of accrued interest at $0.25 per share on January 18, 2012 17,425 17 4,339 4,356 Common shares issued for financing services upon agreement at $1.50 per share on January 26, 2012 35,000 35 52,465 52,500 Common shares issued for consulting services at $1.39 per share on March 31, 2012 27,500 28 38,197 38,225 Net loss (2,323,551) (2,323,551) ----------- ----------- ----------- ----------- ----------- Balance, March 31, 2012 58,354,775 58,355 1,474,751 (2,323,551) (790,445) Common shares issued for future director services on October 4, 2011 earned during the period 93,750 93,750 Net loss (413,937) (413,937) ----------- ----------- ----------- ----------- ----------- Balance, June 30, 2012 58,354,775 $ 58,355 $ 1,568,501 $(2,737,488) $(1,110,632) =========== =========== =========== =========== =========== See accompanying notes to the consolidated financial statements. 7 <PAGE> Stevia Corp. (A Development Stage Company) Consolidated Statements of Cash Flows For the Period from For the Period from For the April 11, 2011 April 11, 2011 Three Months (inception) (inception) Ended through through June 30, 2012 June 30, 2011 June 30, 2012 ------------- ------------- ------------- (Unaudited) (Unaudited) (Unaudited) <S> <C> <C> <C> Cash flows from operating activities: Net loss $ (413,937) $ (13,842) $(2,737,488) Adjustments to reconcile net loss to net cash used in operating activities Depreciation expense 218 -- 218 Amortization expense 267 -- 1,068 Common shares issued for compensation -- -- 750,000 Common shares issued for director services earned during the period 93,750 -- 281,250 Common shares issued for outside services -- -- 90,725 Changes in operating assets and liabilities: Accounts receivable (280) -- (280) Prepaid expenses 152,266 -- (16,608) Security deposit -- -- (15,000) Accounts payable (46,575) 9,926 94,955 Accounts payable - related parties -- -- 20,220 Accrued expenses 3,440 (5,690) 2,150 Accrued interest 11,438 9,506 50,027 ----------- ----------- ----------- Net cash used in operating activities (199,413) (100) (1,478,763) ----------- ----------- ----------- Cash flows from investing activities: Purchases of property, plant and equipment (1,323) -- (4,359) Website development costs -- -- (5,315) Cash received from reverse acquisition -- 3,198 3,199 ----------- ----------- ----------- Net cash provided by (used in) investing activities (1,323) 3,198 (6,475) ----------- ----------- ----------- Cash flows from financing activities: Advances from president and stockholder 2,100 -- 2,300 Proceeds from issuance of convertible notes 200,000 350,000 1,400,000 Proceeds from sale of common stock -- -- 100,000 ----------- ----------- ----------- Net cash provided by financing activities 202,100 350,000 1,502,300 ----------- ----------- ----------- Net change in cash 1,364 353,098 17,062 Cash at beginning of period 15,698 -- -- ----------- ----------- ----------- Cash at end of period $ 17,062 $ 353,098 $ 17,062 =========== =========== =========== Supplemental disclosure of cash flows information: Interest paid $ -- $ -- $ -- =========== =========== =========== Income tax paid $ -- $ -- $ -- =========== =========== =========== Non-cash investing and financing activities: Issuance of common stock for conversion of convertible notes $ -- $ -- $ 500,000 =========== =========== =========== Issuance of common stock for conversion of accrued note interest $ -- $ -- $ 23,068 =========== =========== =========== See accompanying notes to the consolidated financial statements. 8 <PAGE> Stevia Corp. (A Development Stage Company) June 30, 2012 and 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 (1:35) 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 prior to the Share Exchange Transaction on June 23, 2011, the Company had 79,800,000 common shares issued and outstanding. Simultaneously with the Closing of the Share Exchange Agreement, 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 Agreement, the Company issued 12,000,000 common shares for the acquisition of 100% of the issued and outstanding shares of Ventures. Of the 12,000,000 common shares issued 6,000,000 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 change in control to the then Ventures 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 9 <PAGE> 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. FORMATION OF STEVIA ASIA LIMITED On March 19, 2012, the Company formed Stevia Asia Limited ("Stevia Asia") under the laws of the Hong Kong Special Administrative Region ("HK SAR") of the People's Republic of China ("PRC"), a wholly-owned subsidiary. Stevia Asia is currently inactive. FORMATION OF STEVIA TECHNEW LIMITED (FORMERLY HERO TACT LIMITED) On April 28, 2012, Stevia Asia formed Hero Tact Limited, a wholly-owned subsidiary, under the laws of HK SAR, which subsequently changed its name to Stevia Technew Limited ("Stevia Technew"). Stevia Technew is intended to facilitate a joint venture relationship with the Company's technology partner, Guangzhou Health China Technology Development Company Limited, operating under the trade name Tech-New Bio-Technology ("TechNew") and its affiliates Technew Technology Limited. 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 fiscal 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 March 31, 2012 and notes thereto contained in the Company's Current Report on Form 10-K as filed with the SEC on June 29, 2012. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include all accounts of the Company as of June 30, 2012 and for the period from June 23, 2011 (date of acquisition) through June 30, 2012; Stevia Ventures International Ltd. as of June 30, 2012 and for the period from April 11, 2011 (inception) through June 30, 2012; Stevia Asia Limited as of June 30, 2012 and for the period from March 19, 2012 (inception) through June 30, 2012; and Stevia Technew Limited as of June 30, 2012 and for the period from May 9, 2012 (inception) through June 30, 2012 as follows: Jurisdiction or Attributable Entity Place of Incorporation Interest ------ ---------------------- -------- Stevia Ventures International Ltd. BVI 100% Stevia Asia Limited Hong Kong SAR 100% Stevia Technew Limited Hong Kong SAR 100% 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 10 <PAGE> 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, deferred tax assets 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 in relation to the financial statements taken as a whole 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 evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, 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: 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. 11 <PAGE> 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 June 30, 2012 and March 31, 2012. 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 president and significant stockholder, if any, 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 property and equipment, website development costs, and security deposit 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). 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. 12 <PAGE> PROPERTY AND EQUIPMENT Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of furniture and fixture is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. 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) involved; b. a 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. 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. 13 <PAGE> 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 specific research and development projects. 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. 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. If shares of the Company are thinly traded the use of share prices established in the Company's most recent private placement memorandum (PPM"), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. 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: 14 <PAGE> * Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees' expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-50-S99-1, it may be appropriate to use the SIMPLIFIED METHOD, if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. * Expected volatility of the entity's shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. * Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. 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 expected term of the share options and similar instruments. * Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. 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 expected term of the share options and similar instruments. 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 Subtopic 505-50 of the FASB Accounting Standards Codification ("Subtopic 505-50"). Pursuant to ASC 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. If shares of the Company are thinly traded the use of share prices established in the Company's most recent private placement memorandum (PPM"), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of option or warrant 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: 15 <PAGE> * Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder's expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder's expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. * Expected volatility of the entity's shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. * Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. 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 expected contractual life of the option and similar instruments. * Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. 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 and similar instruments. Pursuant to Paragraphs 505-50-25-8, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9,an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised. Pursuant to ASC 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. 16 <PAGE> INCOME TAX PROVISION 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. 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. UNCERTAIN TAX POSITIONS The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the interim period ended June 30, 2012 or for the period from April 11, 2011 (Inception) through June 30, 2011. 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 17 <PAGE> 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 interim period ended June 30, 2012 and for the period from April 11, 2011 (inception) through June 30, 2011 as they were anti-dilutive: Potentially Outstanding Dilutive Common Shares ---------------------------------------- For the Period For the Interim from April 11, 2011 Period Ended (inception) through June 30, 2012 June 30, 2011 ------------- ------------- <S> <C> <C> Make Good Escrow Agreement shares issued and held with the escrow agent in connection with the Share Exchange Agreement consummated on June 23, 2011 pending the achievement by the Company of certain post-Closing business milestones (the "Milestones"). 3,000,000 6,000,000 --------- --------- Total potentially outstanding dilutive common shares 3,000,000 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 FASB ACCOUNTING STANDARDS UPDATE NO. 2011-05 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 18 <PAGE> 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. FASB ACCOUNTING STANDARDS UPDATE NO. 2011-08 In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 "INTANGIBLES--GOODWILL AND OTHER: TESTING GOODWILL FOR IMPAIRMENT" ("ASU 2011-08"). This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted. FASB ACCOUNTING STANDARDS UPDATE NO. 2011-10 In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-10 "PROPERTY, PLANT AND EQUIPMENT: DERECOGNITION OF IN SUBSTANCE REAL ESTATE-A SCOPE CLARIFICATION" ("ASU 2011-09"). This Update is to resolve the diversity in practice as to how financial statements have been reflecting circumstances when parent company reporting entities cease to have controlling financial interests in subsidiaries that are in substance real estate, where the situation arises as a result of default on nonrecourse debt of the subsidiaries. The amended guidance is effective for annual reporting periods ending after June 15, 2012 for public entities. Early adoption is permitted. FASB ACCOUNTING STANDARDS UPDATE NO. 2011-11 In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 "BALANCE SHEET: DISCLOSURES ABOUT OFFSETTING ASSETS AND LIABILITIES" ("ASU 2011-11"). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. FASB ACCOUNTING STANDARDS UPDATE NO. 2011-12 In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-12 "COMPREHENSIVE INCOME: DEFERRAL OF THE EFFECTIVE DATE FOR AMENDMENTS TO THE PRESENTATION OF RECLASSIFICATIONS OF ITEMS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME IN ACCOUNTING STANDARDS UPDATE NO. 2011-05" ("ASU 2011-12"). This Update is a deferral of the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income in ASU 2011-05. FASB is to going to reassess the costs and benefits of those provisions in ASU 2011-05 related to reclassifications out of accumulated other comprehensive income. Due to the time required to properly make such a reassessment and to evaluate alternative presentation formats, the FASB decided that it is necessary to reinstate the requirements for the presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of Update 2011-05. All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial 19 <PAGE> statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. OTHER RECENTLY ISSUED, BUT NOT YET EFFECTIVE ACCOUNTING PRONOUNCEMENTS 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, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a deficit accumulated during the development stage at June 30, 2012, a net loss and net cash used in operating activities for the interim period then ended. These factors raise substantial doubt about the Company's ability to continue as a going concern. 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 related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. NOTE 4 - PREPAID EXPENSES Prepaid expenses at June 30, 2012 and March 31, 2012, consisted of the following: June 30, 2012 March 31, 2012 ------------- -------------- Prepaid research and development $ 1,615 $128,445 Prepaid rent 14,384 21,250 Retainer -- 15,000 Other 609 4,179 -------- -------- $ 16,608 $168,874 ======== ======== NOTE 5 - PROPERTY AND EQUIPMENT Property and equipment, stated at cost, less accumulated depreciation at June 30, 2012 and March 31, 2012 consisted of the following: 20 <PAGE> Estimated Useful Life (Years) June 30, 2012 March 31, 2012 ------------ ------------- -------------- Property and equipment 5 $ 4,359 $ 3,036 -------- -------- 4,359 3,036 Less accumulated depreciation (218) -- -------- -------- $ 4,141 $ 3,036 ======== ======== DEPRECIATION EXPENSE The Company acquired furniture and fixture near the end of February 2012 and started to depreciate as of April 1, 2012. Additional equipment was purchased and depreciated during the interim period ended June 30, 2012. Depreciation expense for the interim period ended June 30, 2012 was $218. NOTE 6 - WEBSITE DEVELOPMENT COSTS Website development costs, stated at cost, less accumulated amortization at June 30, 2012 and March 31, 2012, consisted of the following: June 30, 2012 March 31, 2012 ------------- -------------- Website development costs $ 5,315 $ 5,315 Accumulated amortization (1,068) (801) -------- -------- $ 4,247 $ 4,514 ======== ======== AMORTIZATION EXPENSE Amortization expense was $267 and $0 for the interim period ended June 30, 2012 and for the period from April 11, 2011 (inception) through June 30, 2011. NOTE 7 - RELATED PARTY TRANSACTIONS RELATED PARTIES Related parties with whom the Company had transactions are: Related Parties Relationship --------------- ------------ George Blankenbaker President and significant stockholder of the Company Leverage Investments LLC An entity owned and controlled by the president and significant stockholder of the Company Growers Synergy Pte Ltd. An entity owned and controlled by the president and significant 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. 21 <PAGE> LEASE OF CERTAIN OFFICE SPACE FROM LEVERAGE INVESTMENTS, LLC The Company leases certain office space with Leverage Investments, LLC for $500 per month on a month-to-month basis since July 1, 2011. For the interim period ended June 30, 2012, the Company recorded $1,500 in rent expenses due Leverage Investment LLC. CONSULTING SERVICES, MANAGEMENT AND OFF-TAKE AGREEMENT WITH GROWERS SYNERGY PTE LTD. Prior to November 1, 2011, the Company engaged Growers Synergy Pte Ltd. to provide farm management consulting services on a month-to-month basis, at $20,000 per month as of July 1, 2011. 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 the 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 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. Consulting services provided by Growers Synergy Pte Ltd. is as follows: For the Period For the Interim from April 11, 2011 Period Ended (inception) through June 30, 2012 June 30, 2011 ------------- ------------- Consulting services received and consulting fees booked $ 60,000 $ -- -------- -------- $ 60,000 $ -- ======== ======== Future minimum payments required under this agreement at June 30, 2012 were as follows: Fiscal Year Ending March 31: 2013 (remainder of the fiscal year) $180,000 2014 140,000 -------- $320,000 ======== NOTE 8 - 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 October 4, 2011, the note holder converted the entire principal of $250,000 and accrued interest through the date of conversion of $15,890.41 to 1,000,000 and 63,561 shares of the Company's common stock at $0.25 per share, respectively. 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. On October 4, 2011, the note holder converted the entire principal of $100,000 and accrued interest through the date of conversion of $2,821.92 to 400,000 and 11,288 shares of the Company's common stock at $0.25 per share. 22 <PAGE> On October 4, 2011, the Company issued a convertible note in the amount of $150,000 with interest at 10% per annum due one (1) year from the date of issuance. On January 18, 2012, the note holder converted the entire principal of $150,000 and accrued interest through the date of conversion of $4,356 to 617,425 shares of the Company's common stock at $0.25 per share. On November 16, 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. The note 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. On January 16, 2012, 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 March 7, 2012, the Company issued a convertible note in the amount of $200,000 with interest at 10% per annum due one (1) year from the date of issuance. On May 30, 2012, the Company issued a convertible note in the amount of $200,000 with interest at 10% per annum due one (1) year from the date of issuance. Convertible notes payable at June 30, 2012 and March 31, 2012 consisted of the following: June 30, 2012 March 31, 2012 ------------- -------------- <S> <C> <C> On November 16, 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. The note 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 $250,000 $250,000 On January 16, 2012, 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 250,000 250,000 On March 7, 2012, the Company issued a convertible note in the amount of $200,000 with interest at 10% per annum due one (1) year from the date of issuance. 200,000 200,000 On May 30, 2012, the Company issued a convertible note in the amount of $200,000 with interest at 10% per annum due one (1) year from the date of issuance. 200,000 -- -------- -------- $900,000 $700,000 ======== ======== NOTE 9 - 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 $0.001 per share. COMMON STOCK REVERSE ACQUISITION TRANSACTION Immediately prior to the Share Exchange Transaction on June 23, 2011, the Company had 79,800,000 common shares issued and outstanding. Simultaneously with the Closing of the Share Exchange Agreement, 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. 23 <PAGE> As a result of the Share Exchange Agreement, 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"). MAKE GOOD AGREEMENT SHARES (I) DURATION OF ESCROW AGREEMENT The Make Good Escrow Agreement shall terminate on the sooner of (i) the distribution of all the escrow shares, or (ii) December 31, 2013. (II) 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"). (III) EXHIBIT A - SCHEDULE OF MILESTONES Completion Number of Milestones Date Escrow Shares ---------- ---- ------------- <S> <C> <C> I. (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 Institutes (a) Medical Plant Institute in Hanoi; (b) Agricultural Science Institute of Northern Central 3,000,000 Vietnam shares only (3) Enter into farm management agreements with local if and when growers including the Provincial and National Within 180 ALL four (4) projects; days of the milestones (4) Take over management of three existing nurseries Closing Date reached II. Achieve 100 Ha field trials and first test shipment of Within two (2) dry leaf years of the 1,500,000 Closing Date shares III. Test shipment of dry leaf to achieve minimum specs for Within two (2) contracted base price (currently $2.00 per kilogram) years of the 1,500,000 Closing Date shares On December 23, 2011, 3,000,000 out of the 6,000,000 Escrow Shares have been earned and released to Ventures stockholder upon achievement of the First Milestone within 180 days of June 23, 2011, the Closing Date associated with the First Milestone. Those shares were valued at $0.25 per share or $750,000 on the date of release and recorded as compensation. 24 <PAGE> COMMON SHARES SURRENDERED FOR CANCELLATION On October 4, 2011, a significant stockholder of the Company, Mohanad Shurrab, surrendered another 3,000,000 shares of the Company's common stock to the Company for cancellation. The Company recorded this transaction by debiting common stock at par of $3,000 and crediting additional paid-in capital of the same. COMMON SHARES ISSUED FOR CASH On October 4, 2011 the Company sold 400,000 shares of its common stock to one investor at $0.25 per share or $100,000. COMMON SHARES ISSUED FOR OBTAINING EMPLOYEE AND DIRECTOR SERVICES On October 14, 2011 the Company issued 1,500,000 shares each to two (2) newly appointed members of the board of directors or 3,000,000 shares of its common stock in aggregate as compensation for future services. These shares shall vest with respect to 750,000 shares of restricted stock on each of the first two anniversaries of the date of grant, subject to the director's continuous service to the Company as directors. These shares were valued at $0.25 per share or $750,000 on the date of grant and are being amortized over the vesting period of two (2) years or $93,750 per quarter. The Company recorded $187,500 in directors' fees for the period from April 11, 2011 (inception) through March 31, 2012. The Company recorded $93,750 in directors' fees for the interim period ended June 30, 2012. COMMON SHARES ISSUED TO PARTIES OTHER THAN EMPLOYEES FOR ACQUIRING GOODS OR SERVICES EQUITY PURCHASE AGREEMENT AND RELATED REGISTRATION RIGHTS AGREEMENT (I) EQUITY PURCHASE AGREEMENT On January 26, 2012, the Company entered into an equity purchase agreement ("Equity Purchase Agreement") with Southridge Partners II, LP, a Delaware limited partnership (The "Investor"). Upon the terms and subject to the conditions contained in the agreement, the Company shall issue and sell to the Investor, and the Investor shall purchase, up to Twenty Million Dollars ($20,000,000) of its common stock, par value $0.001 per share. At any time and from time to time during the Commitment Period, the period commencing on the effective date, and ending on the earlier of (i) the date on which investor shall have purchased put shares pursuant to this agreement for an aggregate purchase price of the maximum commitment amount, or (ii) the date occurring thirty six (36) months from the date of commencement of the commitment period. the Company may exercise a put by the delivery of a put notice, the number of put shares that investor shall purchase pursuant to such put shall be determined by dividing the investment amount specified in the put notice by the purchase price with respect to such put notice. However, that the investment amount identified in the applicable put notice shall not be greater than the maximum put amount and, when taken together with any prior put notices, shall not exceed the maximum commitment The purchase price shall mean 93% of the market price on such date on which the purchase price is calculated in accordance with the terms and conditions of this Agreement. (II) REGISTRATION RIGHTS AGREEMENT In connection with the Equity Purchase Agreement, on January 26, 2012, the Company entered into a registration rights agreement ("Registration Rights Agreement") with Southridge Partners II, LP, a Delaware limited partnership (the "Investor"). To induce the investor to execute and deliver the equity purchase agreement which the Company has agreed to issue and sell to the investor shares (the "put shares") of its common stock, par value $0.001 per share (the "common stock") from time to time for an aggregate investment price of up to twenty million dollars ($20,000,000) (the "registrable securities"), the company has agreed to provide certain registration rights under the securities act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, "securities act"), and applicable state securities laws with respect to the registrable securities. (III) COMMON SHARES ISSUED UPON SIGNING As a condition for the execution of this agreement by the investor, the company issued to the investor 35,000 shares of restricted common stock (the "restricted shares") upon the signing of this agreement. The restricted shares shall have no registration rights. These shares were valued at $1.50 per share or $52,500 on the date of issuance and recorded as financing cost. 25 <PAGE> MARKETING SERVICE AGREEMENT - EMPIRE RELATIONS GROUP, INC. On March 14, 2012 the Company entered into a consulting agreement (the "Consulting Agreement") with Empire Relations Group, Inc. ("Empire"). (I) SCOPE OF SERVICES Under the terms of the Consulting Agreement, the Company engaged Empire to introduce interested investors to the Company, advise the Company on available financing options, provide periodic updates on the stevia sector and provide insights and strategies for the Company to undertake. (II) TERM The term of this agreement were consummated from the date hereof, and automatically terminated on May 30, 20 12. (III) COMPENSATION For the term of this agreement, the consultant shall be paid an upfront, non-refundable, non-cancellable retainer fee of 27,500 restricted shares. For the purposes of this agreement, these shares shall be considered to be fully earned by March 31, 2012. These shares were valued at $1.39 per share or $38,225 on March 31, 2012, the date when they were earned. NOTE 10 - RESEARCH AND DEVELOPMENT AGRIBUSINESS DEVELOPMENT AGREEMENT - AGRO GENESIS PTE LTD. ENTRY INTO AGRIBUSINESS DEVELOPMENT AGREEMENT 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. ADDENDUM TO AGRIBUSINESS DEVELOPMENT AGREEMENT 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 commenced on September 1, 2011. 26 <PAGE> TERMINATION OF AGRIBUSINESS DEVELOPMENT AGREEMENT On March 31, 2012, the Company and AGPL mutually agreed to terminate the Agribusiness Development Agreement, effective immediately. LEASE OF AGRICULTURAL LAND On December 14, 2011, the Company and Stevia Ventures Corporation ("Stevia Ventures") entered into a Land Lease Agreement with Vinh Phuc Province People's Committee Tam Dao Agriculture & Industry Co., Ltd. pursuant to which Stevia Ventures has leased l0 hectares of land (the "Leased Property") for a term expiring five (5) years from the date of signing. The Company has begun development of a research facility on the Leased Property and has prepaid (i) the first year lease payment of $30,000 and (ii) the six month lease payment of $15,000 as security deposit, or $45,000 in aggregate upon signing of the agreement. Future minimum payments required under this agreement at June 30, 2012 were as follows: Fiscal Year Ending March 31: 2013 $ 30,000 2014 30,000 2015 30,000 2016 30,000 -------- $120,000 ======== SUPPLY AND COOPERATIVE AGREEMENT - GUANGZHOU HEALTH TECHNOLOGY DEVELOPMENT COMPANY LIMITED ENTRY INTO SUPPLY AGREEMENT On February 21, 2012, the Company entered into a Supply Agreement (the "Supply Agreement") with Guangzhou Health China Technology Development Company Limited, a foreign-invested limited liability company incorporated in the People's Republic of China (the "Guangzhou Health"). Under the terms of the Supply Agreement, the Company will sell dry stevia plant materials, including stems and leaves ("Product") exclusively to Guangzhou Health. For the first two years of the agreement, Guangzhou Health will purchase all Product produced by the Company. Starting with the third year of the agreement, the Company and Guangzhou Health will review and agree on the quantity of Product to be supplied in the forthcoming year, and Guangzhou Health will be obliged to purchase up to 130 percent of that amount. The specifications and price of Product will also be revised annually according to the mutual agreement of the parties. The term of the Supply Agreement is five years with an option to renew for an additional four years. ENTRY INTO COOPERATIVE AGREEMENT On February 21, 2012, the Company also entered into Cooperative Agreement (the "Cooperative Agreement") with Guangzhou Health Technology Development Company Limited. Under the terms of the Cooperative Agreement, the parties agree to explore potential technology partnerships with the intent of formalizing a joint venture to pursue the most promising technologies and businesses. The parties also agree to conduct trials to test the efficacy of certain technologies as applied specifically to the Company's business model as well as the marketability of harvests produced utilizing such technologies. Guangzhou Health will share all available information of its business structure and technologies with the Company, subject to the confidentiality provisions of the Cooperative Agreement. 27 <PAGE> Guangzhou Health will also permit the Company to enter its premises and grow-out sites for purposes of inspection and will, as reasonably requested by the Company, supply without cost, random samples of products and harvests for testing. NOTE 11 - COMMITMENTS AND CONTINGENCIES SUPPLY AGREEMENT - BETWEEN STEVIA VENTURES INTERNATIONAL LTD. AND ASIA STEVIA INVESTMENT DEVELOPMENT COMPANY LTD. On April 12, 2011, Stevia Ventures International Ltd, the subsidiary of the Company entered into a Supply Agreement (the "Supply Agreement") with Asia Stevia Investment Development Company Ltd ("ASID"), a foreign-invested limited liability company incorporated in Vietnam. (I) SCOPE OF SERVICES Under the terms of the Agreement, the Company engaged ASID to plant the Stevia Seedlings and supply the Products only to the Company to the exclusion of other customers and the Company is desirous to purchase the same, on the terms and conditions as set out in this Agreement produce Products and the Company purchase the Products from ASID. (II) TERM This Agreement shall come into force on the Effective Date and, subject to earlier termination pursuant to certain clauses specified in the Agreement, shall continue in force for a period of three (3) years ("Term") and thereafter automatically renew on its anniversary each year for an additional period of one (1) year ("Extended Term"). (III) PURCHASE PRICE ASID and the Company shall review and agree on or before September 30th of each Year on the quantity of the Products to be supplied by the Supplier to the Company in the forthcoming year and ASID shall provide the Company with prior written notice at any time during the year following the revision if it has reason to believe that it would be unable to fulfill its forecast volumes under this clause. SUPPLY AGREEMENT - BETWEEN STEVIA VENTURES INTERNATIONAL LTD. AND STEVIA VENTURES CORPORATION On April 12, 2011, Stevia Ventures International Ltd, the subsidiary of the Company also entered into a Supply Agreement (the "Supply Agreement") with Stevia Ventures Corporation ("SVC"), a foreign-invested limited liability company incorporated in Vietnam. (I) SCOPE OF SERVICES Under the terms of the Agreement, the Company engaged SVC to plant the Stevia Seedlings and supply the Products only to the Company to the exclusion of other customers and the Company is desirous to purchase the same, on the terms and conditions as set out in this Agreement produce Products and the Company purchase the Products from SVC. (II) TERM This Agreement shall come into force on the Effective Date and, subject to earlier termination pursuant to certain clauses specified in the Agreement, shall continue in force for a period of three (3) years ("Term") and thereafter automatically renew on its anniversary each year for an additional period of one (1) year ("Extended Term"). (III) PURCHASE PRICE SVC and the Company shall review and agree on or before September 30th of each Year on the quantity of the Products to be supplied by the Supplier to the Company in the forthcoming year and SVC shall provide the Company with prior written notice at any time during the year following the revision if it has reason to believe that it would be unable to fulfill its forecast volumes under this clause. 28 <PAGE> CONSULTING AGREEMENT - DORIAN BANKS ENTRY INTO CONSULTING AGREEMENT On July 1, 2011 the Company entered into a consulting agreement (the "Consulting Agreement") with Dorian Banks ("Banks"). (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 continue 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 per month. EXTENSION OF THE CONSULTING AGREEMENT On December 30, 2011, the Consulting Agreement was extended with the same terms and conditions to December 31, 2012. SUMMARY OF THE CONSULTING FEES For the interim period ended June 30, 2012 and for the period from April 11, 2011 (inception) through June 30, 2011, The Company recorded $9,000 and $0 in consulting fees under the Consulting Agreement, respectively. FINANCING CONSULTING AGREEMENT - DAVID CLIFTON ENTRY INTO FINANCIAL CONSULTING AGREEMENT 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. On December 31, 2011, the financial consulting agreement expired. 29 <PAGE> (III) COMPENSATION The Company shall pay Clifton a fee of $3,000 per month. SUMMARY OF THE CONSULTING FEES The financial consulting agreement expired on December 31, 2011. For the period from April 11, 2011 (inception) through June 30, 2011, The Company recorded no financing cost under this Financing Consulting Agreement. ENTRY INTO ENGAGEMENT AGREEMENT - GARDEN STATE SECURITIES INC. On June 18, 2012, the Company entered into an engagement agreement (the "Agreement") with Garden State Securities Inc. ("GSS") with respect to the engagement of GSS to act as a selling/placement agent for the Company. (I) SCOPE OF SERVICES Under the terms of the Agreement, the Company engaged GSS to review the business and operations of the Company and its historical and projected financial condition, advise the Company of "best efforts" Private Placement offering of debt or equity securities to fulfill the Company's business plan, and contacts for the Company possible financing sources. (II) TERM GSS shall act as the Company's exclusive placement agent for the period of the later of; (i) 60 days from the execution of the term sheet; or (ii) the final termination date of the securities financing (the "Exclusive Period"). GSS shall act as the Company's non-exclusive placement agent after the Exclusive Period until terminated. (III) COMPENSATION The Company agrees to pay to GSS at each full or incremental closing of any equity financing, convertible debt financing, debt conversion or any instrument convertible into the Company's common stock (the "Securities Financing") during the Exclusive Period; (i) a cash transaction fee in the amount of 8% of the amount received by the Company under the Securities Financing; and (ii) warrants (the "Warrants") with "piggy back" registration rights, equal to 8% of the stock issued in the Securities Financing at an exercise price equal to the investor's warrant exercise price of the Securities Financing or the price of the Securities Financing if no warrants are issued to investors. The Company will also pay, at closing, the expense of GSS's legal counsel pursuant to the Securities Financing and/or Shelf equal to $25,000 for Securities Financing and/or Shelf resulting in equal to or greater than $500,000 of gross proceeds to the Company, and $18,000 for a Securities Financing and/or Shelf resulting in less than $500,000 of gross proceeds to the Company. In addition, the Company shall cause, at its cost and expense, the "Blue sky filing" and Form D in due and proper form and substance and in a timely manner. NOTE 12 - CONCENTRATIONS AND CREDIT RISK VENDORS AND ACCOUNTS PAYABLE CONCENTRATIONS Vendor purchase concentrations for the interim period ended June 30, 2012 and for the period from April 11, 2011 (inception) through June 30, 2011 and accounts payable concentration at June 30, 2012 and March 31, 2012 are as follows: 30 <PAGE> Net Purchases Accounts Payable at ------------------------------------ -------------------------------- For the Period from April 11, 2011 For the Interim (inception) Period Ended through June 30, 2012 June 30, 2011 June 30, 2012 March 31, 2012 ------------- ------------- ------------- -------------- <S> <C> <C> <C> <C> Asia Stevia Investment Development Limited 0.9% --% 0.5% --% Growers Synergy Pte. Ltd. - related party 50.4% --% 43.3% 16.4% Stevia Ventures Corporation 8.6% --% --% 54.1% ------ ------ ------ ------ 58.9% --% 43.3% 70.5% ====== ====== ====== ====== CREDIT RISK Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of June 30, 2012, 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 13 - 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 COOPERATIVE AGREEMENT On July 5, 2012, Stevia Asia Limited ("Stevia Asia"), a wholly-owned subsidiary of the Company entered into a Cooperative Agreement (the "Cooperative Agreement") with Technew Technology Limited ("Technew"), a company incorporated under the companies ordinance of Hong Kong, and Zhang Jia, a Chinese citizen (together with Technew, the "Partners") pursuant to which Stevia Asia and Partners have agreed to engage in a joint venture to be owned 70% by Stevia Asia and 30% by Technew (the "Joint Venture"). The Partners will be responsible for managing the Joint Venture and Stevia Asia has agreed to contribute $200,000 per month, up to a total of $2,000,000 in financing, subject to the performance of the Joint Venture and Stevia Asia's financial capabilities. The Cooperative Agreement shall automatically terminate upon either Stevia Asia or Technew ceasing to be a shareholder in the Joint Venture, or may be terminated by either Stevia Asia or Technew upon a material breach by the other party which is not cured within 30 days of notice of such breach. ISSUANCE OF COMMON SHARES IN CONNECTION WITH ENTRY INTO TECHNOLOGY AGREEMENT On July 5, 2012, the Company entered into a Technology Acquisition Agreement (the "Technology Agreement") with Technew Technology Limited ("Technew"), pursuant to which the Company acquired the rights to certain technology from Technew in exchange for 3,000,000 shares of the Company's common stock. 31 <PAGE> ISSUANCE OF COMMON SHARES TO A RELATED PARTY On July 5, 2012, the Company issued 500,000 shares of its common shares to Growers Synergy Pte Ltd., a corporation organized under the laws of Singapore and owned and controlled by George Blankenbaker, the president, director and a stockholder of the Company ("Growers Synergy"), as consideration for services rendered by Growers Synergy to the Company. ISSUANCE OF COMMON SHARES IN CONNECTION WITH CONVERTIBLE NOTES CONVERSION On November 16, 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 July 6, 2012, the note holder converted the entire principal of $250,000 and accrued interest through the date of conversion of $15,959 to 319,607 shares of the Company's common stock at $0.83 per share On January 16, 2012, 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 July 6, 2012, the note holder converted the entire principal of $250,000 and accrued interest through the date of conversion of $11,781 to 314,586 shares of the Company's common stock at $0.83 per share. ISSUANCE OF COMMON SHARES IN CONNECTION WITH ENTRY INTO SECURITIES PURCHASE AGREEMENT On August 1, 2012, the Company entered into a Securities Purchase Agreement (the "SPA") with certain accredited investors (the "Purchasers") to raise $500,000 in a private placement financing. On August 6, 2012, after the satisfaction of certain closing conditions, the Offering closed and the Company issued to the Purchasers: (i) an aggregate of 1,066,667 shares of the Company's common stock at a price per share of $0.46875 (the "Shares") and (ii) warrants to purchase an equal number of shares of the Company's common stock at an exercise price of $0.6405 with a term of five (5) years (the "Warrants"), for gross proceeds of $500,000. The Company intends to use the net proceeds from this offering to advance the Company's ability to execute its growth strategy and to aid in the commercial development of the recently announced launch of the Company's majority-owned subsidiary, Stevia Technew Limited. ENTRY INTO REGISTRATION RIGHTS AGREEMENT In connection with the equity financing on August 1, 2012, the Company also entered into a registration rights agreement with the Purchasers (the "rights agreement"). The Rights Agreement requires the Company to file a registration statement (the "registration statement") with the Securities and Exchange Commission (the "SEC") within thirty (30) days of the Company's entrance into the rights agreement (the "filing date") for the resale by the Purchasers of all of the Shares and all of the shares of common stock issuable upon exercise of the Warrants (the "registrable securities"). The registration statement must be declared effective by the SEC within one hundred and twenty (120) days of the closing date of the Offering (the "effectiveness date") subject to certain adjustments. If the registration statement is not filed prior to the filing date, the Company will be required to pay certain liquidated damages, not to exceed in the aggregate 6% of the purchase price paid by the Purchasers pursuant to the SPA. ISSUANCE OF WARRANTS TO THE PLACEMENT AGENT AS COMPENSATION PER THE ENGAGEMENT AGREEMENT ON JUNE 18, 2012 Garden State Securities, Inc. (the "GSS") served as the placement agent of the Company for the equity financing on August 1, 2012. Per the engagement agreement signed between GSS and the Company on June 18, 2012, in consideration for services rendered as the placement agent, the Company agreed to: (i) pay GSS cash commissions equal to $40,000, or 8.0% of the gross proceeds received in the equity financing, and (ii) issue to GSS or its designee, a warrant to purchase up to 85,333 shares of the Company's common stock representing 8% of the Shares sold in the Offering) with an exercise price of $0.6405 per share and a term of five (5) years (the "agent warrants"). The agent warrants also provide for the same registration rights and obligations as set forth in the Rights Agreement with respect to the Warrants and Warrant Shares. 32 <PAGE> 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. OVERVIEW We were incorporated on May 21, 2007 in the state of Nevada under the name Interpro Management Corp. On March 4, 2011, we changed our name to Stevia Corp. and effectuated a 35 for 1 forward stock split of all of our issued and outstanding shares of common stock. We are a development stage company that has yet to generate significant revenue. We plan to generate revenues by (i) providing farm management services, which will provide plant breeding, agricultural protocols, post-harvest techniques and other services to stevia growers, (ii) the sale of agriculture inputs such as fertilizer to stevia growers, (iii) the sale of stevia and intercrops grown on our own farmed property and (iv) the sale of products derived from the stevia plant. During the past fiscal year, we have begun our first commercial trials of stevia production in Vietnam. In connection with such production we have entered into supply agreements for the off-take of the stevia we produce and entered into an agreement with Growers Synergy Pte Ltd to assist in the management of our Vietnam day-to-day operations. We have also begun to explore commercial applications of stevia derived products and have developed and acquired certain proprietary technology relating to stevia development which we can integrate into our own stevia production and our farm management services. In connection with our intellectual property development efforts we have engaged TechNew Technology Limited ("TechNew), as our technology partner in Vietnam and on July 5, 2012 we entered into a Cooperative Agreement (the "Cooperative Agreement") through our subsidiary Stevia Asia Limited ("Stevia Asia"), with Technew and Zhang Ji, a Chinese citizen (together with Technew, the "Partners") pursuant to which Stevia Asia and Partners have agreed to engage in a joint venture to develop certain intellectual property related to stevia development, such joint venture to be owned 70% by Stevia Asia and 30% by Technew (the "Joint Venture"). Pursuant to the Cooperative Agreement Stevia Asia has agreed to contribute $200,000 per month, up to a total of $2,000,000 in financing, subject to the performance of the Joint Venture and Stevia Asia's financial capabilities. We have also continued to establish research and production relationships with local institutions and companies in Vietnam. In April, 2012 we announced plans to begin field trials in Indonesia. RESULTS OF OPERATIONS Our operations to-date have primarily consisted of securing purchase and supply contracts and office space 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. 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 Annual Report on Form 10-K for the fiscal year ended March 31, 2012, filed June 29, 2012. Such financial statements have been prepared in conformity with U.S. GAAP and are stated in United States dollars. 33 <PAGE> COMPARISON OF THREE MONTH PERIODS ENDED JUNE 30, 2012 WITH THE PERIOD FROM INCEPTION (APRIL 11, 2011) TO JUNE 30, 2011 For the three month periods ended June 30, 2012 we incurred a comprehensive loss of $413,937, compared to a comprehensive loss of $13,842 for the period from inception (April 11, 2011) to June 30, 2011. The increase was largely attributed to increases in management fees, director and professional fees and research and development expenses. General and administration expenses and professional fees for the three month period ended June 30, 2012 amounted to $44,713 and $116,728 respectively, compared to $100 and $13,071 during the period from inception (April 11, 2011) to June 30, 2011. Directors' fees for the three month period ended June 30, 2012 were $93,750 compared to $0 during the period from inception (April 11, 2011) to June 30, 2011. LIQUIDITY AND CAPITAL RESOURCES As at June 30, 2012 we have $33,950 in current assets, and $1,167,970 in current liabilities. As at June 30, 2012 we have $17,062 in cash. As at June 30, 2012, our total assets were $57,338 and our total liabilities were $1,167,970. Our net working capital deficiency as at June 30, 2012 was $1,134,020. During the three month period ended June 30, 2012, we funded our operations from the proceeds of private sales of equity and/or convertible notes. During the three month period ended June 30, 2012, we raised $200,000 through the issuance of convertible promissory notes and $2,100 through advances from our President. For the three month period ended June 30, 2012, we received net cash of $202,100 from financing activities. During such period we used cash of $199,413 in operating activities and $1,323 in investing activities. Subsequent to the three month period ended June 30, 2012, on August 1, 2012, we entered into a Securities Purchase Agreement with certain accredited investors (the "Purchasers") to raise $500,000 in a private placement financing. On August 6, 2012, after the satisfaction of certain closing conditions, the Offering closed and the Company issued to the Purchasers: (i) an aggregate of 1,066,667 shares of the Company's common stock at a price per share of $0.46875 and (ii) warrants to purchase an equal number of shares of the Company's common stock at an exercise price of $0.6405 with a term of five (5) years, for gross proceeds of $500,000. Garden State Securities, Inc. ("GSS") served as the placement agent for such equity financing. Per the engagement agreement signed between GSS and the Company on June 18, 2012, in consideration for services rendered as the placement agent, the Company agreed to: (i) pay GSS cash commissions equal to $40,000, or 8.0% of the gross proceeds received in the equity financing, and (ii) issue to GSS or its designee, a warrant to purchase up to 85,333 shares of the Company's common stock representing 8% of the Shares sold in the Offering) with an exercise price of $0.6405 per share and a term of five (5) years. In July, 2012 outstanding convertible promissory notes in the principal amount of $500,000 were converted into an aggregate of 634,193 shares of our common stock. We are currently seeking further financing and we believe that will provide sufficient working capital to fund our operations for at least the next six months. Changes in our operating plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future. Our current cash requirements are significant due to the planned development and expansion of our business. The successful implementation of our business plan is dependent upon our ability to develop valuable intellectual property relating to stevia cultivation through our research programs, as well as our ability to develop and manage our own stevia production operations. These planned research and agricultural development activities require significant cash expenditures. We do not expect to generate the necessary cash from our operations during the next 6 to 12 months to carry out these business objectives. As such, in order to fund our operations during the next 6 to 12 months, we anticipate that we will have to raise additional capital through debt and/or equity financings, which may result in substantial dilution to our existing stockholders. 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. 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 34 <PAGE> 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 Annual Report on Form 10-K for the fiscal year ended March 31, 2012, filed on June 29, 2012. As of, and for the three months ended June 30, 2012, 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 June 30, 2012 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 June 30, 2012 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. 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. 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. 35 <PAGE> 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 control over financial reporting that occurred during the quarter ending June 30, 2012 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. 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. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURES. 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 (3) Cooperative Agreement 10.2 (3) Technology Acquisition Agreement 36 <PAGE> 10.3 (4) Securities Purchase Agreement 10.4 (4) Registration Rights Agreement 10.5 (4) Form of Warrant 31 Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer and Principal Financial Officer) 32 Section 1350 Certification 101 (5)* 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 July 11, 2012. (4) Incorporated by reference to the Current Report on Form 8-K filed on August 7, 2012. (5) To be provided by amendment. * 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. 37 <PAGE> 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: August 20, 2012 /s/ George Blankenbaker -------------------------------------------- By: George Blankenbaker Its: President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 38

PINX:STEV Quarterly Report 10-Q Filling

PINX:STEV Stock - Get Quarterly Report SEC Filing of PINX:STEV stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

Content Partners
PINX:STEV Quarterly Report 10-Q Filing - 6/30/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Title |  Date |  Company |  Symbol |  Interest |  Popularity

Previous: PINX:STEV Insider Activity 4 Filing - 7/5/2012  |  Next: PINX:STEV Quarterly Report 10-Q/A Filing - 6/30/2012