Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 2012
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number 000-54522
GLOBAL STEVIA CORP.
(Exact name of registrant as specified in its charter)
Nevada 27-1833279
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
No 47, Alley 86, Chua Ha Street, Cau Giay District,
Hanoi city, Vietnam N/A
(Address of principal executive offices) (Zip Code)
(84) 966015062
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act [X] YES [ ] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 299,300,000 common shares
issued and outstanding as of October 19, 2012.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
Item 4. Controls and Procedures 20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Mine Safety Disclosures 21
Item 5. Other Information 21
Item 6. Exhibits 21
SIGNATURES 22
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
These unaudited financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and the Securities and Exchange Commission
instructions to Form 10-Q. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Operating
results for the interim period ended August 31, 2012 are not necessarily
indicative of the results that can be expected for the full year.
3
GLOBAL STEVIA CORP.
(formerly Guru Health Inc.)
(A Development Stage Company)
Condensed Consolidated Balance Sheets
(Expressed in US dollars)
August 31, May 31,
2012 2012
-------- --------
$ $
(unaudited)
ASSETS
Cash 8,196 74,874
Prepaid expenses 1,510 45,000
-------- --------
TOTAL CURRENT ASSETS 9,706 119,874
-------- --------
Investment in Global Stevia Vietnam 50,000 --
Property and equipment 3,802 --
-------- --------
TOTAL ASSETS 63,508 119,874
======== ========
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities 18,066 5,613
Due to a related party 1,954 8,000
-------- --------
TOTAL CURRENT LIABILITIES 20,020 13,613
-------- --------
Convertible debentures, less unamortized discount of $41,300
(May 31, 2012 - $nil) 183,700 125,000
-------- --------
TOTAL LIABILITIES 203,720 138,613
-------- --------
STOCKHOLDERS' DEFICIT
Common Stock
Authorized: 975,000,000 common shares with a
par value of $0.001 per share 299,300 299,000
Issued and outstanding: 299,300,000 and
299,000,000 common shares, respectively
Additional paid-in capital (169,359) (243,059)
Accumulated deficit during the development stage (270,153) (74,680)
-------- --------
TOTAL STOCKHOLDERS' DEFICIT (140,212) (18,739)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 63,508 119,874
======== ========
(The accompanying notes are an integral part of these condensed
consolidated financial statements)
4
GLOBAL STEVIA CORP.
(formerly Guru Health Inc.)
(A Development Stage Company)
Condensed Consolidated Statements of Operations
(Expressed in US dollars)
(unaudited)
For the For the For the period from
three months three months February 3, 2010
ended ended (Date of Inception) to
August 31, August 31, August 31,
2012 2011 2012
------------ ------------ ------------
$ $ $
REVENUES -- -- --
------------ ------------ ------------
OPERATING EXPENSES
Depreciation 166 -- 166
General and administrative 115,678 413 151,393
Management fees 24,000 -- 32,000
Professional fees 47,874 7,950 78,839
------------ ------------ ------------
TOTAL OPERATING EXPENSES 187,718 8,363 262,398
------------ ------------ ------------
Net Loss before other expense (187,718) (8,363) (262,398)
OTHER EXPENSE
Interest expense (7,755) -- (7,755)
------------ ------------ ------------
Net Loss (195,473) (8,363) (270,153)
============ ============ ============
Net Loss per Share - Basic and Diluted -- --
============ ============
Weighted Average Shares Outstanding -
Basic and Diluted 299,234,783 169,000,000
============ ============
(The accompanying notes are an integral part of these condensed
consolidated financial statements)
5
GLOBAL STEVIA CORP.
(formerly Guru Health Inc.)
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
(Expressed in US dollars)
(unaudited)
For the For the For the period from
three months three months February 3, 2010
ended ended (Date of Inception) to
August 31, August 31, August 31,
2012 2011 2012
-------- -------- --------
$ $ $
OPERATING ACTIVITIES
Net loss for the period (195,473) (8,363) (270,153)
Adjustments to reconcile net loss to net cash
used in operating activities:
Accretion of discounts on convertible debt 2,700 -- 2,700
Depreciation 166 -- 166
Changes in operating assets and liabilities:
Prepaid expenses 43,490 -- (1,510)
Accounts payable 6,998 (1,167) 12,611
Accrued liabilities 5,455 -- 5,455
Due to a related party (6,046) -- 1,954
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (142,710) (9,530) (248,777)
-------- -------- --------
INVESTING ACTIVITIES
Deposit payment for acquisition of company (50,000) -- (50,000)
Acquisition of property and equipment (3,968) -- (3,968)
-------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES (53,968) -- (53,968)
-------- -------- --------
FINANCING ACTIVITIES
Proceeds from convertible debenture 100,000 -- 225,000
Proceeds from notes payable from a related party -- -- 22,941
Proceeds from issuance of common stock 30,000 20,000 63,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 130,000 20,000 310,941
-------- -------- --------
Increase (Decrease) in Cash (66,678) 10,470 8,196
Cash - Beginning of Period 74,874 226 --
-------- -------- --------
Cash - End of Period 8,196 10,696 8,196
======== ======== ========
SUPPLEMENTAL DISCLOSURES
Interest paid -- -- --
Income tax paid -- -- --
-------- -------- --------
(The accompanying notes are an integral part of these condensed
consolidated financial statements)
6
GLOBAL STEVIA CORP.
(formerly Guru Health Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
(unaudited)
1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS
Global Stevia Corp. (the "Company") was incorporated in the state of Nevada on
February 3, 2010. Our company is a development stage company, as defined by
Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") 915, DEVELOPMENT STAGE ENTITIES. Our company has incorporated a
wholly-owned subsidiary, Sharelink International Inc., a British Virgin Islands
company ("Sharelink").
GOING CONCERN
These financial statements have been prepared on a going concern basis, which
implies that our company will continue to realize its assets and discharge its
liabilities in the normal course of business. As of August 31, 2012, our company
has not recognized any revenue, and has an accumulated deficit of $270,153. The
continuation of our company as a going concern is dependent upon the continued
financial support from its management, and its ability to identify future
investment opportunities and obtain the necessary debt or equity financing, and
generating profitable operations from our company's future operations. These
factors raise substantial doubt regarding our company's ability to continue as a
going concern. These financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should our company be unable to continue
as a going concern.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of our company have been prepared in accordance with
accounting principles generally accepted in the United States ("US GAAP") and
are expressed in U.S. dollars. Our company's fiscal year end is May 31.
b) Use of Estimates
The preparation of financial statements in conformity with US 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 reporting period. Our company regularly evaluates estimates
and assumptions related to the deferred income tax asset valuation allowances.
Our company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results
experienced by our company may differ materially and adversely from our
company's estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be affected.
c) Basic and Diluted Net Loss per Share
Our company computes net loss per share in accordance with ASC 260, EARNINGS PER
SHARE. ASC 260 requires presentation of both basic and diluted earnings per
share ("EPS") on the face of the income statement. Basic EPS is computed by
dividing net loss available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period using the treasury stock method and convertible preferred stock using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti-dilutive. As of August 31, 2012 and May
31, 2012, our company had 17,250,000 and 16,250,000 potentially dilutive shares,
respectively.
7
GLOBAL STEVIA CORP.
(formerly Guru Health Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
(unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
d) Reclassification
Certain balances in previously issued financial statements have been
reclassified to be consistent with the current period presentation.
e) Interim Financial Statements
These interim unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States for interim
financial information. They do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. Therefore, these financial statements should be read in conjunction
with our company's audited financial statements and notes thereto for the year
ended May 31, 2012.
The financial statements included herein are unaudited; however, they contain
all normal recurring accruals and adjustments that, in the opinion of
management, are necessary to present fairly our company's financial position at
August 31, 2012, and the results of its operations and cash flows for the three
month period ended August 31, 2012. The results of operations for the period
ended August 31, 2012 are not necessarily indicative of the results to be
expected for future quarters or the full year.
f) Cash and cash equivalents
Our company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
g) Financial Instruments
Pursuant to ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES, an entity is
required to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 establishes a fair value
hierarchy based on the level of independent, objective evidence surrounding the
inputs used to measure fair value. A financial instrument's categorization
within the fair value hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. ASC 820 prioritizes the inputs into
three levels that may be used to measure fair value:
LEVEL 1
Level 1 applies to assets or liabilities for which there are quoted prices in
active markets for identical assets or liabilities.
LEVEL 2
Level 2 applies to assets or liabilities for which there are inputs other than
quoted prices that are observable for the asset or liability such as quoted
prices for similar assets or liabilities in active markets; quoted prices for
identical assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived valuations in
which significant inputs are observable or can be derived principally from, or
corroborated by, observable market data.
LEVEL 3
Level 3 applies to assets or liabilities for which there are unobservable inputs
to the valuation methodology that are significant to the measurement of the fair
value of the assets or liabilities.
8
GLOBAL STEVIA CORP.
(formerly Guru Health Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
(unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
g) Financial Instruments (continued)
Our company's financial instruments consist principally of cash, accounts
payable and accrued liabilities, convertible debentures, and amounts due to
related parties. Pursuant to ASC 820 and 825, the fair value of our cash is
determined based on "Level 1" inputs, which consist of quoted prices in active
markets for identical assets. We believe that the recorded values of all of our
other financial instruments approximate their current fair values because of
their nature and respective maturity dates or durations.
h) Basis of Consolidation
The consolidated financial statements include the accounts of our company and
its wholly-owned subsidiary, Sharelink. All significant inter-company accounts
and transactions have been eliminated, and Sharelink had no operations to date
other than incorporation fees.
i) Recent Accounting Pronouncements
Our company has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and our company does not believe that
there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations.
3. PROPERTY AND EQUIPMENT
August 31, 2012
Net Carrying May 31, 2012
Accumulated Value Net Carrying
Cost Amortization (unaudited) Value
---- ------------ ----------- -----
$ $ $ $
Computer equipment 3,968 166 3,802 --
===== ===== ===== =====
4. CONVERTIBLE DEBENTURES
a) On May 18, 2012 our company issued a convertible debenture in the amount of
$125,000. The convertible debenture is unsecured, bears interest at 10% per
annum, is due on May 18, 2014 and is convertible at the holder's discretion into
shares of our company's common stock at $0.007 per split-adjusted share. As of
August 31, 2012, $3,630 (May 31, 2012 - $nil) was included in accrued interest.
b) On July 10, 2012 our company issued a convertible debenture in the amount of
$100,000. The convertible debenture is unsecured, bears interest at 10% per
annum, is due on July 10, 2014 and is convertible at the holder's discretion
into shares of our company's common stock at $0.10 per split-adjusted share. As
of August 31, 2012, $1,425 (May 31, 2012 - $nil) was included in accrued
interest.
In accordance with ASC 470-20, "Debt with Conversion and Other Options", our
company recognized the intrinsic value of the embedded beneficial conversion
feature of $44,000 as additional paid-in capital and an equivalent discount
which will be charged to interest expense over the term of the convertible note
up to its face value of $100,000 using the effective interest method with an
effective interest rate of 57.67%.
9
GLOBAL STEVIA CORP.
(formerly Guru Health Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
(unaudited)
5. RELATED PARTY TRANSACTIONS
a) During the period ended August 31, 2012, our company incurred $24,000 (August
31, 2011 - $nil) of management fees to the President and Director of our
company. Our company is committed to monthly management fees of $8,000 per month
until June 30, 2013.
b) As at August 31, 2012, our company owes $1,954 (May 31, 2012 - $nil) to the
President and Director of our company, which is unsecured, non-interest bearing,
and due on demand.
6. COMMON STOCK
a) On June 18, 2012, our company and its Board of Directors authorized a 13-to-1
forward split of its common shares. The effect of the forward stock split
increased our company's authorized capital from 75,000,000 to 975,000,000 shares
of common stock and our company's issued and outstanding shares of common stock
from 4,600,000 to 59,800,000 common shares, with a par value of $0.001 per
share. The effects of the forward stock split have been retrospectively applied
throughout these financial statements as if it had occurred at the beginning of
the first period presented.
b) On June 20, 2012, our company issued 300,000 split-adjusted shares of our
company's common stock for proceeds of $30,000.
On August 28, 2012, our company and its Board of Directors authorized a 5-to-1
forward stock split of its common shares. The effect of the forward stock split
increased our company's issued and outstanding shares of common stock from
59,860,000 to 299,300,000 common shares, with a par value of $0.001 per share.
The effects of the forward stock split have been retrospectively applied
throughout these financial statements as if it had occurred at the beginning of
the first period presented.
7. COMMITMENTS
a) On June 26, 2012, our company entered into a consulting agreement with the
President and Director of our company, effective May 1, 2012, whereby our
company will pay a management fee of $8,000 per month during the term of the
consulting agreement for a period ended June 30, 2013. The consulting agreement
can be terminated by providing at least 90 days prior written notice to the
other party.
b) On August 1, 2012, our company entered into a consulting agreement with a
non-related party, whereby our company will pay a management fee of $8,000 per
month during the term of the consulting agreement for a twelve month period. The
consulting agreement can be terminated by providing at least 90 days prior
written notice to the other party.
c) On July 12, 2012, our company entered into a stock purchase agreement with
Stevia Global Vietnam pursuant to which our company agreed to acquire 95% of the
issued and outstanding capital in Stevia Global Vietnam in consideration for
$300,000 to be paid in six equal installments of $50,000 each between the
signing of the agreement and June 15, 2013 as follows:
Cash consideration to be paid:
* $50,000 on or before July 12, 2012 (paid);
* a further $50,000 to be paid on or before September 15, 2012 (unpaid);
* a further $50,000 to be paid on or before November 15, 2012;
* a further $50,000 to be paid on or before February 15, 2013;
* a further $50,000 to be paid on or before April 15, 2013; and
* a further $50,000 to be paid on or before June 15, 2013.
10
GLOBAL STEVIA CORP.
(formerly Guru Health Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in US dollars)
(unaudited)
7. COMMITMENTS (continued)
The acquisition of Stevia Global Vietnam will be finalized once the final
acquisition payment has been made. In addition to the acquisition agreement, our
company entered into a services agreement with Stevia Global Vietnam on July 12,
2012 whereby our company agrees to purchase all stevia products produced by
Stevia Global Vietnam for a period of one year from the date of the agreement.
8. SUBSEQUENT EVENTS
We have evaluated subsequent events through the date of issuance of the
financial statements, and did not have any material recognizable subsequent
events.
(a) On September 7, 2012, our company issued a convertible debenture for
$35,000, which is unsecured, bears interest at 10% per annum, and is due on
September 7, 2014. Under the terms of the debenture, the note is convertible, at
the holder's discretion at any time, into common shares of our company at a rate
of $0.10 per split-adjusted share.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
expects", "plans", "anticipates", "believes", "estimates", "predicts",
potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are
expressed in United States dollars. All references to "US$" refer to United
States dollars and all references to "common stock" refer to the common shares
in our capital stock.
As used in this quarterly report, the terms "we", "us", "our" and "our company"
mean Global Stevia Corp., and our wholly owned subsidiary, Sharelink
International Ltd., a British Virgin Islands company, unless otherwise
indicated.
CORPORATE OVERVIEW
We were incorporated under the name Guru Health Inc. in the State of Nevada on
February 3, 2010. We are a development-stage company and we have no revenues and
minimal assets. As a result we have incurred losses since inception. On June 14,
2012, we changed our name from Guru Health Inc., to Global Stevia Corp., and
gave effect to a forward split of our authorized and issued and outstanding
shares of common stock on a 13 new for 1 old basis, consequently, our authorized
capital increased from 75,000,000 to 975,000,000 and our issued and outstanding
increased from 4,600,000 to 59,800,000 shares of common stock, all with a par
value of $0.001.
We were incorporated with the intent to commence operations in the business of
online health and sport supplement marketing, sales and distribution to the
Canadian market with possible expansion into international markets in the
future. We were not able to secure financing for this business plan and have
consequently experienced a change of control and a change of business focus.
On May 31, 2012, Matthew Christopherson, our sole director and officer, acquired
a total of 169,000,000 split-adjusted shares of our common stock from Vanessa
Gillis and Jessica Bradshaw, our former directors and officers, in a private
transaction for an aggregate total of $30,000.
On July 10, 2012, we entered into two separate agreements with Stevia Global
Vietnam for the acquisition of 95% of Stevia Global Vietnam and the purchase of
all stevia leaf product grown by Stevia Global Vietnam for a period of one year.
12
Effective September 11, 2012, we effected a forward split of our issued and
outstanding shares of common stock on a 1 old for 5 new basis such that, our
issued and outstanding shares of common stock increased from 59,860,000 to
299,300,000 shares of common stock, all with a par value of $0.001.
We maintain our business offices at Office No. 68, Truong Chinh St., Hanoi,
Vietnam, and our telephone number is (84) 966015062. Our ticker symbol is
"GSTV". Our CUSIP number is 397989 208.
OUR CURRENT BUSINESS
We are a development-stage company and we have no revenues and minimal assets.
On July 10, 2012, we entered into two separate agreements with Stevia Global
Vietnam for the acquisition of 95% of Stevia Global Vietnam and the purchase of
all stevia leaf product grown by Stevia Global Vietnam for a period of one year.
We chose Vietnam as our base because we believe it has the optimal growing
environment, in terms of climate and politics, for the propagation of stevia.
With an estimated 91.5 million inhabitants as of 2012, it is the world's
13th-most-populous country, and the eighth-most-populous Asian country.
Temperatures vary less in the southern plains around Ho Chi Minh City and the
Mekong Delta, ranging between 21 and 28 (degree)C (69.8 and 82.4 (degree)F) over
the course of a year, (optimal growing conditions for stevia), with very fertile
soil for most agriculture.
Our focus is on implementing quality agribusiness solutions to our partners,
contract growers and customers to maximize the efficient production of stevia
leaf. Our management team has extensive expertise in farm management and growing
in Asia, and extensive experience in international business management.
Plans are to expand operations by investing in the development of larger test
plantations and the acquisition of large parcels of land to have a commercially
grown, fully mechanized stevia plantation. Concurrently, we plan to build out
propagation labs to propagate and develop stevia varieties and cuttings.
Our mission is to become a supplier of the highest quality stevia leaf and
growing solutions. Stevia (Stevia rebaudiana A) is a crop of the family
asteraceae. Fresh stevia leaves are approximately 15 times sweeter than raw cane
sugar. In order for the stevia leaves to be used as a sweetener in baking or
cooking, it is necessary to dry the leaves. This process removes the moisture
and concentrates sweetness in the leaves. This process also acts as a
preservative so the leaves can be used in the future. Once the leaves have been
dried, they are crushed and this increases the sweetness from 15 times sweeter
than sugar to 30 - 40 times. Dried stevia leaves can be used to brew tea or as
an added sweetener in drinks or cooking. Stevia leaves are an excellent dietary
supplement as they contain proteins, iron, calcium, potassium, sodium,
magnesium, vitamin A and vitamin C. Stevia leaves can be purchased whole,
crushed, in tea bags or as a fine green powder.
Stevia extracts are used to sweeten food and beverages globally. With no known
side effects, stevia extracts have become a major addition to the sweetener and
natural food market. In order to extract stevia, the leaves are harvested during
a cold period so that more sweetening compound is accumulated in the leaves. The
harvested stevia leaves are then sun-dried and left in conditions with good air
circulation. The dried leaves are then crushed and put through a clarification
and crystallization process where the sweetening elements `glycosides' are
extracted. A second important component is also extracted at this point,
Rebaudioside A ("Reb-A") which is the sweetest element of the plant, 400 times
sweeter than sugar. In 2008 steviol glycosides were recognized as safe for use
as a sweetener in foods and beverages in the United States, Mexico, Australia,
New Zealand and other countries. At the same time, Reb-A was granted Generally
Recognized as Safe ("GRAS") status by the US Food and Drug Administration
("FDA").
13
Our intended business model is to acquire and distribute all available stevia
leaf from Stevia Global Vietnam during the first year and take over primary
production upon the closing of the share purchase agreement pursuant to which we
will own 95% of our company by June 15, 2013. The cost of the acquisition, or
the $300,000 we are paying to acquire our company, will be invested by Stevia
Global Vietnam into development of a large scale stevia plantation. Currently,
Stevia Global Vietnam has no production capabilities or farm land. Stevia Global
Vietnam has 2-3 acclimatized quality stevia varieties that are currently being
tested in several smaller plots of land. The capital we have agreed to invest
will build out propagation labs, and enable cultivation on larger parcels of
land. Stevia Global Vietnam has received government approval to import stevia to
manufacture and sell stevia products in Vietnam.
On June 26, 2012, we entered into a consulting agreement with Matthew
Christopherson, effective May 1, 2012, whereby Mr. Christopherson has agreed to
provide consulting services as our chief executive officer and president, for a
period ending June 30, 2013. In consideration for agreeing to provide such
services, we have agreed to pay Mr. Christopherson a salary of $8,000 per month
during the term of the consulting agreement. The consulting agreement can be
terminated by providing at least 90 days prior written notice to the other
party.
On September 7, 2012, we issued a convertible debenture in the amount of $35,000
to one investor. The convertible debenture carries an interest rate of 10% per
annum, is due on September 7, 2014 and is convertible at the investor's
discretion into shares of our common stock at $0.10 per share.
RESULTS OF OPERATIONS
Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation. We expect we
will require additional capital to meet our long-term operating requirements. We
expect to raise additional capital through, among other things, the sale of
equity or debt securities.
THREE-MONTH PERIOD ENDED AUGUST 31, 2012 COMPARED WITH THE THREE MONTHS ENDED
AUGUST 31, 2011.
Difference Between
Three Month
Period Ended
Three Months Three Months August 31, 2012
Ended Ended and
August 31, August 31, August 31,
2012 2011 2011
-------- -------- --------
($) ($) ($)
Revenue Nil Nil Nil
Cost of Goods Sold Nil Nil Nil
Total Operating Expenses 187,718 8,363 179,355
Net Loss (195,473) (8,363) (187,110)
REVENUES AND COST OF GOODS SOLD
We have not earned any revenues nor have we incurred cost of goods sold since
inception. We do not expect to earn revenue during the upcoming year.
OPERATING EXPENSES
The increase in operating expenses of $179,355 was attributed to an increase of
$115,265 for general and administrative costs as our company incurred more
operating transactions during the current period as compared to prior year from
additional consulting costs and out-of-pocket costs incurred with our company's
acquisition of Stevia Global Vietnam, an increase of $24,000 for management fees
payable at $8,000 per month to the President and Director of our company, and
14
$39,924 for professional fees for additional work relating to the due diligence
and finalization of our company's proposed acquisition of Stevia Global Vietnam.
Our net loss during the three months ended August 31, 2012 was $195,473 or $nil
loss per share compared to $8,363 or $nil loss per share for the three months
ended August 31, 2011. In addition to operating expenses in the current year,
our company also incurred $2,700 of accretion expense related to the beneficial
conversion feature of the convertible debenture, and $5,055 in interest expense
for the accrued interest on the convertible debentures. Our company did not have
any accretion or interest expense in the comparative period as our company did
not have any outstanding debentures or convertible instruments.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL
At At
August 31, May 31,
2012 2012
-------- --------
Current Assets $ 9,706 $119,874
Current Liabilities $ 20,020 $ 13,613
Working Capital Surplus (Deficit) $(10,314) $106,261
CASH FLOWS
Three Months Three Months 2010
Ended Ended (Inception) to
August 31, August 31, August 31,
2012 2011 2012
---------- ---------- ----------
Net Cash Used in Operating Activities $ (142,710) $ (9,530) $ (248,777)
Net Cash Used In Investing Activities $ (53,968) $ Nil $ (53,968)
Net Cash Provided by Financing Activities $ 130,000 $ 20,000 $ 310,941
Net Increase (Decrease) in Cash and Cash Equivalents $ (66,678) $ 10,470 $ 8,196
As at August 31, 2012, our company had current assets of $9,706 comprised of
cash of $8,196, and prepaid expenses of $1,510. Our company had total current
liabilities of $20,020 comprised of $18,066 of accounts payable and accrued
liabilities and $1,954 owed to related parties for payment of expenditures on
our company's behalf. Our Company had a working capital deficit of $10,314
compared with a working capital surplus of $106,261 at May 31, 2012. The
decrease in working capital was attributed to the use of cash from the
convertible debenture and sale of common stock to pay the installment payment
for Global Stevia Vietnam and for the increased operating costs and direction of
our company with the new management.
On June 18, 2012, our company approved a 13-to-1 forward stock split of its
authorized share capital and issued and outstanding share capital. The effect of
the forward stock split increased the number of authorized common shares from
75,000,000 common shares to 975,000,000 common shares and increased the number
of issued and outstanding common shares from 4,600,000 common shares to
59,800,000 common shares. Subsequent to the forward stock split, our company
issued 300,000 split-adjusted common shares for proceeds of $30,000.
On August 28, 2012, our company approved a 5-to-1 forward stock split of its
issued and outstanding common shares. The effect of the forward stock split
increased the number of issued and outstanding common shares from 59,860,000
common shares to 299,300,000 common shares.
15
CASH FLOWS FROM OPERATING ACTIVITIES
During the three months ended August 31, 2012, our company used cash of $142,710
for operating activities compared with $9,530 during the three months ended
August 31, 2011. The increase in the cash used for operating activities was
attributed to the fact that our company received $130,000 in financing during
the period which allowed our company to repay outstanding obligations and incur
more day-to-day operating costs as our company changed management and
incorporated new strategic objectives for our company.
CASH FLOWS FROM INVESTING ACTIVITIES
During the three months ended August 31, 2012, our company used $53,968 of cash
for investing activities compared to $nil for the three months ended August 31,
2011. Our company spent $50,000 for its first installment of the potential
acquisition of Global Stevia Vietnam and $3,968 for the acquisition of computer
hardware to be used in our company's operations.
CASH FLOWS FROM FINANCING ACTIVITIES
During the three months ended August 31, 2012, our company received $130,000 of
cash from financing activities comprised of $100,000 for the issuance of a
convertible debenture which is unsecured, bears interest at 10% per annum, and
due on July 10, 2014 which is convertible at $0.10 per common share.
Furthermore, our company received $30,000 for the issuance of 60,000 (300,000
split-adjusted) common shares. During the three months ended August 31, 2011,
our company received $20,000 from the issuance of common shares.
PLAN OF OPERATIONS
CASH REQUIREMENTS
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
We estimate that our expenses over the next 12 months will be approximately
$926,000 as described in the table below. These estimates may change
significantly depending on the nature of our future business activities and our
ability to raise capital from shareholders or other sources.
Estimated Estimated
Description Completion Date Expenses
----------- --------------- --------
Legal and accounting fees 12 months $ 80,000
Research and development 12 months 200,000
Management and consulting costs 12 months 250,000
Payments for acquisition of Stevia Global Vietnam 12 months 300,000
General and administrative expenses 12 months 96,000
--------
TOTAL $926,000
========
We have no lines of credit or other bank financing arrangements. Generally, we
have financed operations to date through the proceeds of the private placement
of equity and debt instruments. In connection with our business plan, management
anticipates additional increases in operating expenses and capital expenditures
relating to: (i) acquisition of land; (ii) developmental expenses associated
with a start-up business; and (iii) development of our cultivation and
propagation facilities. We intend to finance these expenses with further
issuances of securities, and debt issuances. Thereafter, we expect we will need
to raise additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
16
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations. We
currently do not have a specific plan of how we will obtain such funding;
however, we anticipate that additional funding will be in the form of equity
financing from the sale of our common stock. We have and will continue to seek
to obtain short-term loans from our directors, although no future arrangement
for additional loans has been made. We do not have any agreements with our
directors concerning these loans. We do not have any arrangements in place for
any future equity financing.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to stockholders.
GOING CONCERN
The independent auditors' report accompanying our May 31, 2012 financial
statements contained an explanatory paragraph expressing substantial doubt about
our ability to continue as a going concern. The financial statements have been
prepared "assuming that we will continue as a going concern," which contemplates
that we will realize our assets and satisfy our liabilities and commitments in
the ordinary course of business.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with the accounting principles generally accepted in the United
States of America. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by management's application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with US 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 reporting period. Our company regularly evaluates estimates
and assumptions related to the deferred income tax asset valuation allowances.
Our company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results
experienced by our company may differ materially and adversely from our
company's estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be affected.
17
BASIC AND DILUTED NET LOSS PER SHARE
Our company computes net loss per share in accordance with ASC 260, EARNINGS PER
SHARE. ASC 260 requires presentation of both basic and diluted earnings per
share ("EPS") on the face of the income statement. Basic EPS is computed by
dividing net loss available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period using the treasury stock method and convertible preferred stock using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive. As of August 31, 2012 and May
31, 2012, our company had 17,250,000 and 16,250,000 potentially dilutive shares,
respectively.
RECLASSIFICATION
Certain balances in previously issued financial statements have been
reclassified to be consistent with the current period presentation.
INTERIM FINANCIAL STATEMENTS
These interim unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States for interim
financial information. They do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. Therefore, these financial statements should be read in conjunction
with our company's audited financial statements and notes thereto for the year
ended May 31, 2012.
The financial statements included herein are unaudited; however, they contain
all normal recurring accruals and adjustments that, in the opinion of
management, are necessary to present fairly our company's financial position at
August 31, 2012, and the results of its operations and cash flows for the three
month period ended August 31, 2012. The results of operations for the period
ended August 31, 2012 are not necessarily indicative of the results to be
expected for future quarters or the full year.
CASH AND CASH EQUIVALENTS
Our company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
FINANCIAL INSTRUMENTS
Pursuant to ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES, an entity is
required to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 establishes a fair value
hierarchy based on the level of independent, objective evidence surrounding the
inputs used to measure fair value. A financial instrument's categorization
within the fair value hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. ASC 820 prioritizes the inputs into
three levels that may be used to measure fair value:
LEVEL 1 - Level 1 applies to assets or liabilities for which there are quoted
prices in active markets for identical assets or liabilities.
LEVEL 2 - Level 2 applies to assets or liabilities for which there are inputs
other than quoted prices that are observable for the asset or liability such as
quoted prices for similar assets or liabilities in active markets; quoted prices
for identical assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived valuations in
which significant inputs are observable or can be derived principally from, or
corroborated by, observable market data.
18
LEVEL 3 - Level 3 applies to assets or liabilities for which there are
unobservable inputs to the valuation methodology that are significant to the
measurement of the fair value of the assets or liabilities.
Our company's financial instruments consist principally of cash, accounts
payable and accrued liabilities, convertible debentures, and amounts due to
related parties. Pursuant to ASC 820 and 825, the fair value of our cash is
determined based on "Level 1" inputs, which consist of quoted prices in active
markets for identical assets. We believe that the recorded values of all of our
other financial instruments approximate their current fair values because of
their nature and respective maturity dates or durations.
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of our company and
its wholly-owned subsidiary, Sharelink. All significant inter-company accounts
and transactions have been eliminated, and Sharelink had no operations to date
other than incorporation fees.
RECENT ACCOUNTING PRONOUNCEMENTS
Our company has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and our company does not believe that
there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
LOSS PER COMMON SHARE
Basic loss per share is calculated using the weighted-average number of common
shares outstanding during each reporting period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each reporting period.
We have convertible debenture that are convertible into 2,250,000 shares of our
company's common stock at the option of the debenture holder.
STOCK-BASED COMPENSATION
Stock-based compensation is accounted for at fair value in accordance with ASC
718. To date, we have not adopted a stock option plan and have not granted any
stock options.
As of August 31, 2012, we have not issued any stock-based payments to employees.
FOREIGN CURRENCY TRANSLATION
Our functional currency is the Canadian dollar and our reporting currency is the
United States dollar.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company", we are not required to provide the information
required by this Item.
19
ITEM 4. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation
of our management, including our president and chief financial officer (our
principal executive officer, principal financial officer and principal
accounting officer), of the effectiveness of our disclosure controls and
procedures. Based upon that evaluation, our president and chief financial
officer (our principal executive officer, principal financial officer and
principal accounting officer) concluded that, as of the end of the period
covered in this report, our disclosure controls and procedures were not
effective at ensuring that information required to be disclosed in reports filed
under the Securities and Exchange Act of 1934 is recorded, processed, summarized
and reported within the required time periods and is accumulated and
communicated to our management, including our president and chief financial
officer (our principal executive officer, principal financial officer and
principal accounting officer), as appropriate to allow timely decisions
regarding required disclosure. This determination was a result of our external
auditor needing to post adjustments to our financial statements.
Our management, including our president and chief financial officer (our
principal executive officer, principal financial officer and principal
accounting officer), does not expect that our disclosure controls and procedures
or our internal controls will prevent all error or fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative to their
costs. Due to the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, have been detected. We performed additional analysis and other
post-closing procedures in an effort to ensure our consolidated financial
statements included in this quarterly report have been prepared in accordance
with generally accepted accounting principles. Accordingly, management believes
that the financial statements included in this report fairly present in all
material respects our financial condition, results of operations and cash flows
for the periods presented.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting during
the quarterly period covered by this report 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
We know of no material, existing or pending legal proceedings against our
company, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On June 20, 2012, we issued 300,000 split-adjusted shares common stock for
proceeds of $30,000. All of these shares were issued pursuant to an exemption
from registration requirements relying on Section 4(2) of the Securities Act of
1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
20
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Effective July 12, 2012, we appointed Dinh Long Tran as chief scientific officer
and Lan Dung Nguyen as chief agronomy officer of our company.
ITEM 6. EXHIBITS
Exhibit
Number Description
------ -----------
(3) (I) ARTICLES OF INCORPORATION; AND (II) BYLAWS
3.1 Articles of Incorporation (incorporated by reference to our
registration statement on Form S-1filed on July 9, 2010)
3.2 Bylaws (incorporated by reference to our registration statement on Form
S-1filed on July 9, 2010)
3.3 Certificate of Change filed with the Nevada Secretary of State on June
14, 2012 (incorporated by reference to our current report on Form 8-K
filed on June 18, 2012)
(10) MATERIAL CONTRACTS
10.1 Consulting Agreement with Matthew Christopherson dated June 26, 2012
(incorporated by reference to our current report on Form 8-K filed on
June 29, 2012)
10.2 Share Purchase Agreement, dated July 10, 2012 (incorporated by
reference to our current report on Form 8-K filed on July 13, 2012)
10.3 Growing and Supply Agreement dated July 10, 2012 (incorporated by
reference to our current report on Form 8-K filed on July 13, 2012)
10.4 Form of Convertible Debenture dated September 7, 2012 (incorporated by
reference to our current report on Form 8-K filed on September 27,
2012)
(14) CODE OF ETHICS
14.1 Code of Ethics (incorporated by reference to our current report on Form
8-K filed on July 13, 2012)
(21) LIST OF SUBSIDIARIES
21.1 Sharelink International Ltd. - Wholly owned, a British Virgin Islands
company
(31) 302 CERTIFICATION
31.1* Section 302 Certification under Sarbanes-Oxley Act of 2002.
(31) 302 CERTIFICATION
32.1* Section 906 Certification under Sarbanes-Oxley Act of 2002.
(101)** INTERACTIVE DATA FILE
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
----------
* Filed herewith.
** To be filed by amendment. Pursuant to Rule 406T of Regulation S-T, the
Interactive Data Files on Exhibit 101 are deemed not filed or part of any
registration statement or prospectus for purposes of Sections 11 or 12 of
the Securities Act of 1933, are deemed not filed for purposes of Section 18
of the Securities and Exchange Act of 1934, and otherwise are not subject
to liability under those sections.
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GLOBAL STEVIA CORP.
(Registrant)
Dated: October 19, 2012 /s/ Matthew Christopherson
-----------------------------------------
Matthew Christopherson
President, Chief Executive Officer, Chief
Financial Officer, Secretary, Treasurer
and Director (Principal Executive
Officer, Principal Financial Officer and
Principal Accounting Officer)
2
