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EX-32 - SECTION 906 CERTIFICATION - Stevia Corpex32.txt
EX-31 - SECTION 302 CERTIFICATION - Stevia Corpex31.txt

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the quarterly period ended: June 30, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

             For the transition period from __________ to __________

                        Commission File Number 333-152365


                                  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:

        None                                            None
(Title of each class)                (Name of each exchange on which registered)

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). [ ] 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.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-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 July 25, 2011
           -----                                    ----------------------------
Common stock, $.001 par value                                 58,800,000

STEVIA CORP. FORM 10-Q June 30, 2011 INDEX PAGE ---- PART I--FINANCIAL INFORMATION Item 1. Financial Statements............................................ 4 Condensed Balance Sheets as of June 30, 2011 (Unaudited) and March 31, 2011 Audited)............................................. 5 Condensed Statements of Operations for the three month periods ended June 30, 2011 and 2010 and for the period from May 21, 2007 (inception) to June 30, 2011 (Unaudited)............................ 6 Condensed Statements of Cash Flows for the three month periods ended June 30, 2011 and 2010 and for the period from May 21, 2007 (inception) to June 30, 2011 (Unaudited)............................ 7 Condensed Statements of Stockholders' Equity (Deficit) for the three month period ended June 30, 2011 and for the period from May 21, 2007 (inception) to June 30, 2011 (Unaudited)............... 8 Notes to Financial Statements....................................... 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk...... 18 Item 4. Controls and Procedures......................................... 18 PART II--OTHER INFORMATION Item 1. Legal Proceedings............................................... 20 Item 1A. Risk Factors.................................................... 20 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..... 20 Item 3. Defaults Upon Senior Securities................................. 20 Item 4. Reserved........................................................ 20 Item 5. Other Information............................................... 20 Item 6. Exhibits........................................................ 20 Signatures............................................................... 21 2
FORWARD-LOOKING STATEMENTS This Report on Form 10-Q contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "anticipate," "intend," "continue," or similar terms, variations of such terms, or the negative of such terms. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011, filed on July 14, 2011. As used in this Form 10-Q, "we," "us" and "our" refer to Stevia Corp., which is also sometimes referred to as the "Company." YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope. 3
PART I--FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. STEVIA CORP. (A Development Stage Company) June 30, 2011 Index to Consolidated Financial Statements Contents Page(s) -------- ------- Consolidated Balance Sheet at June 30, 2011 (Unaudited).................. 5 Consolidated Statement of Operations for the Period from April 11, 2011 (Inception) through June 30, 2011 (Unaudited) ........................... 6 Consolidated Statement of Stockholders' Deficit for the Period from April 11, 2011 (Inception) through June 30, 2011 (Unaudited)............. 7 Consolidated Statement of Cash Flows for the Period from April 11, 2011 (Inception) through June 30, 2011 (Unaudited)............................ 8 Notes to the Consolidated Financial Statements (Unaudited)............... 9 4
Stevia Corp. (A Development Stage Company) Consolidated Balance Sheet June 30, 2011 ------------- Assets Cash $ 353,098 --------- Total Current Assets 353,098 --------- Total Assets $ 353,098 ========= Liabilities Accounts payable and accrued liabilities $ 116,190 Due to related party 18,938 Convertible notes payable 350,000 --------- Total Current Liabilities 485,128 --------- Total Liabilities 485,128 --------- Stockholders' Deficit Common stock at $0.001 par value: 100,000,000 shares authorized; 58,800,000 shares issued and outstanding 58,800 Additional paid in capital (176,988) Deficit accumulated during the development stage (13,842) --------- Total Stockholders' Deficit (132,030) --------- Total Liabilities and Stockholders' Deficit $ 353,098 ========= See accompanying notes to the consolidated financial statements 5
Stevia Corp. (A Development Stage Company) Consolidated Statement of Operations Period from April 11, 2011 (Inception) through June 30, 2011 ------------- Revenue $ -- ------------ Operating expenses Professional fees 13,071 General and administrative 100 ------------ Total operating expenses 13,171 Other (income) expense: Interest expense 671 ------------ Total other (income) expense 671 ------------ Loss before income taxes 13,842 Provision for income taxes -- ------------ Net loss $ (13,842) ============ Net loss per common share - basic and diluted $ (0.00) ============ Weighted common shares outstanding - basic and diluted 55,800,000 ============ See accompanying notes to the consolidated financial statements 6
Stevia Corp. (A Development Stage Company) Consolidated Statement of Stockholders' Deficit For the period from April 11, 2011 (Inception) through June 30, 2011 Deficit Accumulated Additional During the Total Common Stock Paid in Development Stockholders' Shares Amount Capital Stage Deficit ------ ------ ------- ----- ------- Balance, April 11, 2011 (date of inception) 100 $ 100 $ -- $ -- $ 100 Reverse acquisition 58,799,900 58,700 (176,988) -- (118,288) Net loss (13,842) (13,842) ----------- -------- ---------- --------- ---------- Balance, June 30, 2011 58,800,000 $ 58,800 $ (176,988) $ (13,842) $ (132,030) =========== ======== ========== ========= ========== See accompanying notes to the consolidated financial statements 7
Stevia Corp. (A Development Stage Company) Consolidated Statement of Cash Flows Period from April 11, 2011 (Inception) through June 30, 2011 ------------- Cash Flows from Operating Activities: Netloss $ (13,842) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities Accounts payable and accrued liabilities 13,742 --------- Net Cash Used in Operating Activities (100) --------- Cash Flows from Investing Activities: Cash received from reverse acquisition 3,198 --------- Net Cash Provided By Investing Activities 3,198 --------- Cash Flows from Financing Activities: Proceeds from convertible note payable 350,000 --------- Net Cash Provided By Financing Activities 350,000 --------- NET CHANGE IN CASH 353,098 CASH AT BEGINNING OF PERIOD -- --------- CASH AT END OF PERIOD $ 353,098 ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid $ -- ========= Income taxes paid $ -- ========= See accompanying notes to the consolidated financial statements 8
Stevia Corp. (A Development Stage Company) June 30, 2011 Notes to the Consolidated Financial Statements (Unaudited) NOTE 1 - ORGANIZATION AND OPERATIONS Stevia Corp. (formerly Interpro Management Corp) (the "Company"), incorporated in the State of Nevada on May 21, 2007, is a company with business activities focused on developing and offering web based software that will be 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. On June 23, 2011 (the "Closing Date"), the Company closed a voluntary share exchange transaction with Stevia Ventures International Ltd. ("Ventures"), a business company incorporated in the British Virgin Islands ("BVI") pursuant to a Share Exchange Agreement (the "Exchange Agreement") by and among the Company, BVI and George Blankenbaker, the stockholder of BVI (the "BVI Stockholder"). BVI owns certain rights relating to stevia production, including certain assignable exclusive purchase contracts and an assignable supply agreement related to stevia. The Company issued 12,000,000 common shares for 100% of the issued and outstanding shares of Stevia Ventures International Ltd. For accounting purposes, the Share Exchange Transaction has been accounted for as an acquisition of BVI by the Registrant under the reverse acquisition method for business combinations, with BVI being the accounting acquirer, as set forth in paragraph 805-40-45-1 of the FASB Accounting Standards Codification. The results of operations of Stevia Corp. have been included in the consolidated financial statements since the date of the reverse acquisition. The historical financial statements of Ventures are presented as the historical financial statements of the Company. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION - INTERIM FINANCIAL INFORMATION The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the period from April 11, 2011 (inception) through April 30, 2011 and notes thereto contained in the Company's Report on Form 8-K as filed with the SEC on June 29, 2011. DEVELOPMENT STAGE COMPANY The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's exploration stage activities. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles 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. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. 9
The Company's significant estimates include income taxes provision and valuation allowance of deferred tax assets, the fair value of financial instruments; 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 regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS MEASURED ON A RECURRING BASIS The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and 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. 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 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. 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. The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities, 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, 2011. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not however, practical to determine the fair value of advances from stockholders due to their related party nature. 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. 10
Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involvedb. description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. mounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. COMMITMENTS AND CONTINGENCIES The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows. 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. 11
REVENUE RECOGNITION The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. INCOME TAXES The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when 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 statements of operations 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 percent (50%) 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 Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. 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. NET LOSS PER COMMON SHARE Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2011. 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 12
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. 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 evaluates subsequent events from the date of the balance sheet 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 with the SEC on the EDGAR system. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 "FAIR VALUE MEASUREMENTS AND DISCLOSURES (TOPIC 820) IMPROVING DISCLOSURES ABOUT FAIR VALUE MEASUREMENTS", which provides amendments to Subtopic 820-10 that require new disclosures as follows: 1. Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2. Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows: 1. Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2. Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from MAJOR CATEGORIES of assets to CLASSES of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28, INTANGIBLES--GOODWILL AND OTHER (TOPIC 350): WHEN TO PERFORM STEP 2 OF THE GOODWILL IMPAIRMENT TEST FOR REPORTING UNITS WITH ZERO OR NEGATIVE CARRYING AMOUNTS ("ASU 2010-28"). Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited. 13
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29, BUSINESS COMBINATIONS (TOPIC 805): DISCLOSURE OF SUPPLEMENTARY PRO FORMA INFORMATION FOR BUSINESS COMBINATIONS ("ASU 2010-29"). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. 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 consolidated financial statements. NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $13,842 at June 30, 2011 and a net loss of $13,842 for the interim period then ended, respectively, with no revenues earned since inception. While the Company is attempting to generate sufficient revenues, the Company's cash position may not be 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 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 financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 4 - DUE TO RELATED PARTY The amount owing to stockholder is unsecured, non-interest bearing and due on demand. NOTE 5 - CONVERTIBLES NOTE PAYABLE On February 14, 2011, the Company issued a convertible note for $250,000. The note bears interest at 10% per annum and is due on February 14, 2012. The note may be converted into common stock 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 June 23, 2011, the Company issued a convertible note for $100,000. The note bears interest at 10% per annum and is due on June 23, 2012. 14
The note may be converted into common stock 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. NOTE 6 - SUBSEQUENT EVENTS Management has evaluated all events that occurred after the balance sheet date through the date when these financial statements were issued to determine if they must be reported. The Management of the Company has determined that there were no reportable subsequent events to be disclosed. 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements. BACKGROUND AND PLAN OF OPERATIONS We are a development stage company that has recently acquired certain rights relating to stevia production, including certain assignable exclusive purchase contracts and an assignable supply agreement related to stevia. We plan to generate revenue through two primary sources: (i) the sale of stevia grown on our own farmed property and (ii) our farm management services, which will provide plant breeding, agricultural protocols, post-harvest techniques and other services to stevia growers. Our initial farming efforts and farm management service are focused in Vietnam and Indonesia. We plan to partner with leading refiners to create a reliable purchasing source for both the stevia we grow as well as that produced by our contract grower partners using our methods and technologies. In Vietnam we have established several nurseries and test fields in several provinces through our grower partners. We are also in final discussions with two major institutes to enter into formal cooperative agreements for stevia research and development. Our initial focus and capital expenditures will be directed toward intellectual property development which will attempt to identify optimal cultivar varieties for intended growing sites, develop and test propagation protocols, develop cultivation technology including an intercropping system and regional adaptability test, and develop post-harvest and refinery processes. Once such protocols and technologies are established, we plan to expand our commercial farming of stevia using such intellectual property, with the goal of 5,000 Ha of production by the end of our sixth fiscal year, while also marketing such farming methods and technologies to other stevia farmers. RESULTS OF OPERATIONS We have had limited operations to-date, which have primarily consisted of securing purchase and supply contracts and office space 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. FINANCIAL CONDITION AS OF JUNE 30, 2011 We reported total current assets of $353,098 at June 30, 2011 consisting of cash. Total current liabilities reported of $485,128 consisted of accounts payable and accrued liabilities of $116,190, due to related party of $18,938 and convertible note payable of $350,000. We had a working capital deficit of $132,030 at June 30, 2011. Stockholders' Deficiency was $132,030 at June 30, 2011. CASH AND CASH EQUIVALENTS As of June 30, 2011, we had cash of $353,098. We anticipate that a substantial amount of cash will be used as working capital and to execute our strategy and business plan. As such, we further anticipate that we will have to raise additional capital through debt or equity financings to fund our operations during the next 6 to 12 months. 16
RESULTS OF OPERATIONS The following discussion of the financial condition, results of operations, cash flows, and changes in our financial position should be read in conjunction with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011. As a development stage company, we currently have limited operations, principally directed at potential acquisition targets and revenue-generating opportunities. The financial statements mentioned above have been prepared in conformity with U.S. GAAP and are stated in United States dollars. PERIOD FROM INCEPTION (APRIL 11, 2011) TO JUNE 30, 2011 During the period from inception (April 11, 2011) to June 30, 2011, we incurred a comprehensive loss of $13,842. This loss was largely attributed to professional fees associated with our formation and related transactions of $13,071. LIQUIDITY AND CAPITAL RESOURCES As at June 30, 2011 we have $353,098 in cash and $485,128 in current liabilities. As at June 30, 2011, our total assets were $353,098 and our total liabilities were $485,128. Our net working capital deficiency as at June 30, 2011 was, on a pro forma basis, $132,030. Our current cash requirements are significant due to the planned development and expansion of our business, including intellectual property development, initial field trials and planning and readiness development for the commercialization that we hope to begin in year three. During the three month period ended June 30, 2011, we funded our operations from the proceeds of convertible notes. Additionally, we raised $100,000 during the three month period ended June 30, 2011 from the issuance of convertible notes. We are currently reliant on short term financing arrangements to meet our short-term and long-term obligations. Changes in our operating plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future. For the three month period ended June 30, 2011, we used net cash of $100 in operating activities. Net cash from Investing activities totaled $3,198. Net cash received from financing activities reflected an increase in notes payable of $350,000. Our management believes that we will be able to generate sufficient revenue or raise sufficient amounts of working capital through debt or equity offerings, as may be required to meet our short-term and long-term obligations. We will require additional capital to expand our commercial production to reach our target of 5,000 Ha in Vietnam. In order to execute on our business strategy, we will require additional working capital, commensurate with our operational needs. Such working capital will most likely be obtained through equity or debt financings until such time as our operations are producing revenue in excess of operating expenses. There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed. OFF-BALANCE SHEET ARRANGEMENTS We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. 17
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 year ended March 31, 2011. As of, and for the three months ended June 30, 2011, there have been no material changes or updates to our critical accounting policies. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. ITEM 4. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of June 30, 2011 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of June 30, 2011 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's interim financial statements will not be prevented or detected on a timely basis. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING In performing the above-referenced assessment, our management identified the following material weaknesses: i) We have not achieved the optimal level of segregation of duties relative to key financial reporting functions. ii) We did not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management's view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over our financial statements. We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources and personnel to potentially mitigate these material weaknesses. Our present management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. 18
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 three month period ending June 30, 2011 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. 19
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. RESERVED. Not applicable. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS. Exhibit Number Name -------------- ---- 2.1(1) Share Exchange Agreement dated June 23, 2011 2.2(1) Make Good Escrow Agreement dated June 23, 2011 3.1(2) Articles of Incorporation, including all amendments to date 3.2(3) Amended and Restated Bylaws 10.1(1) Convertible Promissory Note, with Vantage Associates SA, dated June 23, 2011 31 Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer and Principal Financial Officer) 32 Section 1350 Certifications 101(4) Interactive data files pursuant to Rule 405 of Regulation S-T. Footnotes to Exhibits Index (1) Incorporated by reference to the Current Report on Form 8-K filed on June 29, 2011. (2) 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. (3) Incorporated by reference to the Current Report on Form 8-K filed on March 22, 2011. (4) To be filed by Amendment 20
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 15, 2011 /s/ George Blankenbaker ------------------------------------------------- By: George Blankenbaker Its: President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 2