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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Stevia Nutra Corporation (CE) | USOTC:STNT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 00:00:00 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended
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July 31, 2012
|
o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from
|
[ ] to [ ]
|
|
Commission file number
|
333-170128
|
STEVIA NUTRA CORP.
|
(Exact name of registrant as specified in its charter)
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Nevada
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27-3038945
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
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37 Bannisters Road, Corner Brook, Newfoundland, Canada
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A2H 1M5
|
|
(Address of principal executive offices)
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(Zip Code)
|
Registrant's telephone number, including area code:
|
(709) 660-3056
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Title of Each Class
|
Name of Each Exchange On Which Registered
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N/A
|
N/A
|
N/A
|
|
(Title of class)
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
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|
Yes
o
No
x
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
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|
Yes
o
No
x
|
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 last 90 days.
|
||||||
Yes
x
No
o
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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
x
No
o
|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
|
||||||
o |
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
|
o |
Accelerated filer
|
o | |||
Non-accelerated filer
|
o |
Smaller reporting company
|
x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
||||||
Yes
o
No
x
|
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
|
|
77,430,834 common shares as of October 29, 2012.
|
3 | ||
12 | ||
17 | ||
17
|
||
17 | ||
17 | ||
18 | ||
19
|
||
19
|
||
25 | ||
26 | ||
27 | ||
27 | ||
28 | ||
28 | ||
32 | ||
35 | ||
35 | ||
36 | ||
37 |
●
|
Ground conditioning: the areas where the crop will be cultivated need to be cleared of debris, shrubs, and any remaining vegetation.
|
●
|
Production of fertilizers: organic debris can be process and turned into organic fertilizer for the fields, improving soil nutrients and crop yield.
|
●
|
Maintenance of lines and inter rows: This is important in order to promote rapid vegetative growth of Stevia, which takes place from the total cycle of production.
|
●
|
Fertilization: This will be conducted to maximize plant growth and maintain nutrients lost at harvest. Natural fertilizers are employed as much as possible.
|
●
|
Pruning: this will be done by hand and will begin six months after the first round of pollination. Pruning simply involves removing rotten or damaged branches to maintain the health of the plant. After the harvested cycle we use a pre emergent herbicide to control the herb.
|
●
|
Harvesting: This will occur 4 to 6 times in the year as soon as the leaves ripen to contain maximum total glycoside content. The harvested must be processed quickly in order to minimize the destructive acids that will accumulate after harvested action and will be taken directly to a hopper located close to the fields.
|
●
|
Weighing: The fresh row material is weighed when it enters the plant then transferred into the horns to dry
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●
|
Dry: The Reb-A are concentrated by a series of hot air and rotations cylinders machines in the dry plant.
|
●
|
Clarification: This is the process by which leafs is separated of the rest of the initial raw material ingress in the industrial section.
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●
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Concentrate of Reb A: The glycosides are separated and recovered from the remaining mass with an inverse osmosis process.
|
●
|
Crystal process: The crystals are obtained with a spry process.
|
●
|
Plant Breeding and Farming
|
●
|
Extraction and Purification
|
●
|
Product Formulation and Marketing
|
Company Name
|
Operating Segment
|
Public/Private
|
Geographic Market
|
Year of Incorporation
|
PureCircle
|
Plant Breeding & Farming, Extraction
|
Public
|
Americas, Europe, the Middle East, and the Asia Pacific
|
2007
|
Stevia One
|
Plant Breeding and Farming
|
Private
|
North America
|
2011
|
Wisdom
|
Product Formulation
|
Private
|
North America
|
1982
|
Stevia Nutra
|
Plant Breeding and Farming
|
Public
|
Asia, EU and the Americas
|
2012
|
GLG
|
Plant Breeding & Farming, Extraction
|
Public
|
Global
|
1998
|
●
|
keeping our development and asset acquisition costs low;
|
●
|
focusing on the competitive advantages of our geographical location and the experience of our staff and management; and
|
●
|
using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.
|
●
|
the taste and flavor of products;
|
●
|
trade and consumer promotions;
|
●
|
rapid and effective development of new, unique cutting edge products;
|
●
|
attractive and different packaging;
|
●
|
branded product advertising; and
|
●
|
pricing
|
●
|
The basis on which the broker or dealer made the suitability determination, and
|
●
|
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
|
Item 5
.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
OTC Bulletin Board
(1)
|
||
Quarter Ended
|
High
|
Low
|
July 31, 2012
|
$1.12
|
$0.21
|
April 30, 2012
(2)
|
Nil
|
Nil
|
January 31, 2012
(2)
|
Nil
|
Nil
|
October 31, 2011
(2)
|
Nil
|
Nil
|
July 31, 2011
(2)
|
Nil
|
Nil
|
April 30, 2011
(2)
|
Nil
|
Nil
|
January 31, 2011
(2)
|
Nil
|
Nil
|
October 31, 2010
(2)
|
Nil
|
Nil
|
July 31, 2010
(2)
|
Nil
|
Nil
|
(1)
|
Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
|
(2)
|
Our shares did not begin trading until May 22, 2012.
|
Year Ended
|
||||||||
July 31,
|
||||||||
2012
|
2011
|
|||||||
Depreciation
|
$ | 1,671 | $ | 135 | ||||
General and administrative
|
$ | 572,132 | $ | 15,441 | ||||
Transfer agent and filing fees
|
$ | 12,376 | $ | 4,164 |
Working Capital
|
||||||||
At July 31,
|
||||||||
2012
|
2011
|
|||||||
Current Assets
|
$ | 30,798 | $ | 14,190 | ||||
Current Liabilities
|
$ | 63,316 | $ | 1,355 | ||||
Working Capital
|
$ | (32,518 | ) | $ | 12,835 |
Cash Flows
|
||||||||
Year Ended
|
||||||||
July 31,
|
||||||||
2012
|
2011
|
|||||||
Net Cash Used in Operating Activities
|
$ | (252,306 | ) | $ | (24,053 | ) | ||
Net Cash Provided by Financing Activities
|
$ | 299,508 | $ | 25,000 | ||||
Net Cash Used in Investing Activities
|
$ | (33,669 | ) | $ | (577 | ) | ||
Net increase in cash and equivalents
|
$ | 13,533 | $ | 370 |
Description
|
Estimated
Completion
Date
|
Estimated
Expenses
($)
|
|||
Legal and accounting fees
|
12 months
|
80,000 | |||
Research and development
|
12 months
|
20,000 | |||
Management and consulting costs
|
12 months
|
258,000 | |||
Land Acquisition and Leases
|
2 months
|
26,000 | |||
Acquisition of fixed assets
|
4 months
|
132,000 | |||
Land Development
|
12 months
|
300,000 | |||
Acquisition of Stevia seedlings for propagation
|
1 months
|
40,000 | |||
General and administrative expenses
|
12 month
|
60,000 | |||
Total
|
916,000 |
For the Year Ended
July 31,
2012
$
|
For the Year Ended
July 31,
2011
$
|
Accumulated from April 30, 2010 (date of inception) to
July 31,
2012
$
|
||||||||||
Revenue
|
– | 1,150 | 1,150 | |||||||||
Operating Expenses
|
||||||||||||
Depreciation
|
1,671 | 135 | 1,806 | |||||||||
General and administrative
|
572,132 | 15,441 | 587,706 | |||||||||
Transfer agent and filing fees
|
12,376 | 4,164 | 16,540 | |||||||||
Total Operating Expenses
|
586,179 | 19,740 | 606,052 | |||||||||
Loss Before Other Expense
|
(586,179 | ) | (18,590 | ) | (604,902 | ) | ||||||
Other expense
|
||||||||||||
Forgiveness of loan
|
(293 | ) | – | (293 | ) | |||||||
Loss on sale of fixed assets
|
– | (442 | ) | (442 | ) | |||||||
Total other expenses
|
(293 | ) | (442 | ) | (735 | ) | ||||||
Net Loss
|
(586,472 | ) | (19,032 | ) | (605,637 | ) | ||||||
Net Loss per Share – Basic and Diluted
|
– | – | ||||||||||
Weighted Average Shares Outstanding – Basic and Diluted
|
124,818,466 | 130,545,210 |
For the Year Ended
July 31,
2012
$
|
For the Year Ended
July 31,
2011
$
|
Accumulated from April 30, 2010 (date of inception) to
July 31,
2012
$
|
||||||||||
Operating Activities
|
||||||||||||
Net loss
|
(586,472 | ) | (19,032 | ) | (605,637 | ) | ||||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation expense
|
1,671 | 135 | 1,806 | |||||||||
Loss on sale of fixed assets
|
– | 442 | 442 | |||||||||
Shares issued for services
|
300,000 | – | 300,000 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable - other
|
(2,462 | ) | – | (2,462 | ) | |||||||
Prepaid expenses
|
(613 | ) | (5,836 | ) | (6,449 | ) | ||||||
Accounts payable
|
60,070 | 238 | 60,308 | |||||||||
Long term deposits
|
(24,500 | ) | – | (24,500 | ) | |||||||
Net Cash Used In Operating Activities
|
(252,306 | ) | (24,053 | ) | (276,492 | ) | ||||||
Investing Activities
|
||||||||||||
Acquisition of capital assets
|
(33,669 | ) | (1,177 | ) | (34,846 | ) | ||||||
Sale of fixed assets
|
– | 600 | 600 | |||||||||
Net Cash Used In Investing Activities
|
(33,669 | ) | (577 | ) | (34,246 | ) | ||||||
Financing Activities
|
||||||||||||
Proceeds from related party
|
119,381 | 1,000 | 120,498 | |||||||||
Proceeds from promissory note
|
20,000 | – | 20,000 | |||||||||
Proceeds from issuance of common stock
|
265,000 | 24,000 | 297,000 | |||||||||
Repayment to related party
|
(104,873 | ) | – | (104,873 | ) | |||||||
Net Cash Provided by Financing Activities
|
299,508 | 25,000 | 332,625 | |||||||||
Change in Cash
|
13,533 | 370 | 21,887 | |||||||||
Cash – Beginning of Period
|
8,354 | 7,984 | – | |||||||||
Cash – End of Period
|
21,887 | 8,354 | 21,887 | |||||||||
Supplemental Disclosures
|
||||||||||||
Interest paid
|
– | – | – | |||||||||
Income tax paid
|
– | – | – | |||||||||
Non-cash investing and financing activities
|
||||||||||||
Forgiveness of related party debt
|
12,617 | – | 12,617 | |||||||||
Cancellation of common shares
|
80,000 | – | 80,000 |
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During the
|
|||||||||||||||||||
Common Stock
|
Paid-in
|
Development
|
||||||||||||||||||
Amount
|
Capital
|
Stage
|
Total
|
|||||||||||||||||
# | $ | $ | $ | $ | ||||||||||||||||
Balance, April 30, 2010 (Date of Inception)
|
– | – | – | – | – | |||||||||||||||
Issuance of shares for cash
|
120,000,000 | 120,000 | (112,000 | ) | – | 8,000 | ||||||||||||||
Net loss for the period
|
– | – | – | (133 | ) | (133 | ) | |||||||||||||
Balance, July 31, 2010
|
120,000,000 | 120,000 | (112,000 | ) | (133 | ) | 7,867 | |||||||||||||
Issuance of shares for cash
|
36,000,000 | 36,000 | (12,000 | ) | – | 24,000 | ||||||||||||||
Net loss for the year
|
– | – | – | (19,032 | ) | (19,032 | ) | |||||||||||||
Balance, July 31, 2011
|
156,000,000 | 156,000 | (124,000 | ) | (19,165 | ) | 12,835 | |||||||||||||
Issuance of shares for cash
|
558,334 | 558 | 264,442 | – | 265,000 | |||||||||||||||
Issuance of shares for services
|
500,000 | 500 | 299,500 | 300,000 | ||||||||||||||||
Cancellation of shares
|
(80,000,000 | ) | (80,000 | ) | 80,000 | – | – | |||||||||||||
Forgiveness of loan to related party
|
– | – | 12,617 | – | 12,617 | |||||||||||||||
Net loss for the year
|
– | – | – | (586,472 | ) | (586,472 | ) | |||||||||||||
Balance, July 31, 2012
|
77,058,334 | 77,058 | 532,559 | (605,637 | ) | 3,980 |
2.
|
Summary of Significant Accounting Policies
|
a)
|
Basis of Presentation
|
b)
|
Basis of Consolidation
|
c)
|
Use of Estimates
|
d)
|
Cash and cash equivalents
|
e)
|
Prepaid expenses and deposits
|
f)
|
Fixed assets
|
g)
|
Impairment of Long-Lived Assets
|
h)
|
Revenue Recognition
|
i)
|
Financial Instruments
|
j)
|
Basic and Diluted Net Loss Per Share
|
k)
|
Income Taxes
|
l)
|
Comprehensive Loss
|
m)
|
Foreign Currency Translation
|
n)
|
Recent Accounting Pronouncements
|
Cost
$
|
Accumulated amortization
$
|
July 31,
2012
Net carrying value
$
|
July 31,
2011
Net carrying value
$
|
|||||||||||||
Building renovations
|
18,500 | 811 | 17,689 | – | ||||||||||||
Fencing
|
10,075 | 653 | 9,422 | – | ||||||||||||
Nursery
|
4,590 | 171 | 4,419 | – | ||||||||||||
Office equipment
|
504 | 36 | 468 | – | ||||||||||||
Total fixed assets
|
33,669 | 1,671 | 31,998 | – |
July 31, 2012
$
|
July 31,
2011
$
|
|||||||
Security deposit on apartment
|
4,500 | – | ||||||
Security deposit on leased land
|
20,000 | – | ||||||
Total long term deposits
|
24,500 | – |
a)
|
On March 5, 2012, the Company issued a promissory note for $10,000 to a non-related party. The amount owing is unsecured, with interest accruing at 5% per annum, and due March 5, 2014. As at July 31, 2012, accrued interest of $203 (2011 - $nil) was recorded in accounts payable and accrued liabilities.
|
b)
|
On March 29, 2012, the Company issued a promissory note for $10,000 to a non-related party. The amount owing is unsecured, with interest accruing at 5% per annum, and due March 29, 2014. As at July 31, 2012, accrued interest of $170 (2011 - $nil) was recorded in accounts payable and accrued liabilities.
|
a)
|
On January 11, 2012, the Company increased the authorized number of common shares from 75,000,000 common shares to 200,000,000 common shares and effected a forward split of the Company’s issued and outstanding shares on a basis of 15 for 1. Upon effect of the forward split, the Company’s issued and outstanding shares of common stock increased from 10,400,000 to 156,000,000 shares of common stock, with a par value of $0.001, and has been applied on a retroactive basis.
|
b)
|
On March 5, 2012, the Company issued 500,000 common shares with a fair value of $300,000 to the Company’s Chief Agronomy Officer pursuant to the consulting agreement dated January 21, 2012. The fair value of the shares was based on the share price per private placements issued during the same period.
|
c)
|
On March 9, 2012, a company controlled by the President and Director of the Company cancelled 80,000,000 common shares of the Company. On issuance of these shares $80,000 was recorded in commons stock and on cancellation $80,000 was removed from common stock and recorded in additional-paid-in capital.
|
d)
|
On April 4, 2012, the Company issued 91,667 shares of common stock at a price of $0.60 per share for total cash proceeds of $55,000.
|
e)
|
On April 18, 2012, the Company issued 41,667 shares of common stock at a price of $0.60 per share for total cash proceeds of $25,000.
|
f)
|
On April 27, 2012, the Company authorized the issuance of 41,667 shares of common stock at a price of $0.60 per share for total cash proceeds of $25,000.
|
g)
|
On May 23, 2012, the Company issued 183,333 shares of common stock at a price of $0.60 per share for total proceeds of $110,000.
|
h)
|
On July 22, 2012, the Company issued 200,000 shares of common stock at a price of $0.25 per share for total proceeds of $50,000.
|
2012
$ |
2011
$ |
|||||||
Net loss before taxes
|
(586,472 | ) | (19,032 | ) | ||||
Statutory rate
|
34 | % | 34 | % | ||||
Expected tax recovery
|
199,400 | 6,471 | ||||||
Non-deductible expenses
|
(102,568 | ) | (46 | ) | ||||
Non-deductible loss
|
– | (150 | ) | |||||
Change in valuation allowance
|
(96,832 | ) | (6,275 | ) | ||||
Income tax provision
|
– | – |
2012
$ |
2011
$ |
|||||||
Net operating losses carried forward
|
103,152 | 6,320 | ||||||
Valuation allowance
|
(103,152 | ) | (6,320 | ) | ||||
Net deferred tax asset
|
– | – |
a)
|
On January 23, 2012, the Company entered into a consulting agreement with a non-related party for services as the Chief Agronomy Officer of the Company. Under the terms of the agreement, the Company will pay $5,416.67 per month, with an annual increase of $853.33 per month and issue 2,500,000 common shares of the Company payable at the rate of 500,000 common shares per annum over a period of five years commencing March 5, 2012. Pursuant to the agreement, 500,000 common shares were issued on March 5, 2012.For the year ended July 31, 2012, the Company recorded consulting expenses of $27,085 pursuant to this agreement with $4,370 of this amount accrued in accounts payable.
|
b)
|
On March 1, 2012, the Company entered into two separate consulting agreements with non-related parties whereby the Company will pay $2,500 per month each for a period of one year for consulting services provided to the Company. For the year ended July 31, 2012, the Company recorded total consulting expenses of $25,000 pursuant to these agreements.
|
c)
|
On March 1, 2012, the Company entered into a consulting agreement with Miz 1 Consulting whereby the Company with pay Miz 1 Consulting $2,500 per month for a period of one year for consulting services provided to the Company. For the year ended July 31, 2012, the Company recorded consulting expenses of $12,500 pursuant to this agreement.
|
d)
|
On March 9, 2012, the Company’s wholly owned subsidiary, Mighty Mekong Argo Industries Co., Inc., entered into a land lease agreement whereby Mighty Mekong will lease 20 hectares of land in the Kampong Speu Province of the Kingdom of Cambodia to be used for the cultivation and propagation of Stevia plants for US$10,000 per year. Pursuant to the agreement, the Company paid a security deposit of $20,000 and has included $6,055 of the $10,000 annual payment in prepaid expenses for the portion of the annual expense related to the period subsequent to year end and has recorded $3,945 in general and administrative expenses.
|
e)
|
On June 1, 2012, the Company entered into a consulting agreement with a company controlled by the President and Director of the Company for consulting services. Pursuant to the agreement, the Company will pay $3,500 per month for a period of two years from the date of the agreement. For the year ended July 31, 2012, the Company recorded consulting expenses of $7,000 pursuant to this agreement.
|
f)
|
On June 1, 2012, the Company’s wholly owned subsidiary, Mighty Mekong, entered into an agreement with a non-related party to provide certain services associated with the cultivation of stevia for a period of twelve months. Pursuant to the agreement the Company will pay $7,000 per month in consideration of the services provided. For the year ended July 31, 2012, the Company recorded consulting expenses of $14,000 pursuant to this agreement.
|
a)
|
On August 1, 2012, the Company approved a private placement to issued 60,000 common shares at a price of $0.25 per share for total proceeds of $15,000.
|
b)
|
On August 20, 2012, the Company entered into a Financing Agreement with Fairhills Capital Offshore Ltd. whereby Fairhills Capital will provide for a non-brokered financing arrangement of up to $3,000,000. Under the terms of the agreement, the Company can settle the amount with the issuance of common shares equal to an issuance price of 75% of the average share price of the Company for the ten trading days prior to notice of settlement.
|
Item 9
.
|
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
|
1.
|
We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over our company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
|
2.
|
We did not maintain appropriate cash controls – As of July 31, 2012, our company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on our company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that our company had limited transactions in their bank accounts.
|
3.
|
We did not implement appropriate information technology controls – As at July 31, 2012, our company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of our company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
|
Name
|
Position Held with Our
Company
|
Age
|
Date First Elected or
Appointed
|
Brian W. Dicks
|
President, Chief Financial Officer, Treasurer and Director
|
55
|
January 4, 2012
|
Dr. Ahmed Attia El Sheikh
|
Chief Agronomy Officer
|
40
|
March 5, 2012
|
Robert Dicks
|
Secretary
|
49
|
March 5, 2012
|
Dr. Hilary A. Rodrigues
|
Chief Executive Officer
|
69
|
June 14, 2012
|
David Foo
|
Vice President of Southeast Asia Operations
|
32
|
June 18, 2012
|
●
|
the corporation could financially undertake the opportunity;
|
●
|
the opportunity is within the corporation’s line of business; and
|
●
|
it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.
|
1.
|
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
|
2.
|
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
|
3.
|
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
|
4.
|
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
5.
|
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
6.
|
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
(a)
|
our principal executive officer;
|
(b)
|
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended July 31, 2012 and 2011; and
|
(c)
|
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended July 31, 2012 and 2011, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
|
SUMMARY COMPENSATION TABLE
(1)
|
|||
Name and Principal Position
|
Year
|
Salary
($)
|
Total
($)
|
Brian W. Dicks
(2)
President, Chief Financial Officer, Treasurer and Director
|
2011
2012
|
N/A
NIL
|
N/A
14,112
|
Dr. Ahmed Attia El Sheikh
(3)
Chief Agronomy Officer
|
2011
2012
|
N/A
NIL
|
N/A
3,027,088
|
Robert Dicks
(4)
Secretary
|
2011
2012
|
N/A
NIL
|
N/A
NIL
|
Hilary A. Rodrigues
(5)
Chief Executive Officer
|
2011
2012
|
N/A
NIL
|
N/A
NIL
|
David Foo
(6)
Vice President of Southeast Asia Operations
|
2011
2012
|
N/A
NIL
|
N/A
2,500
|
Suresh Gupta,
(7)
Former President, Chief Executive Officer,
Chief Financial Officer, and Director
|
2011
2012
|
NIL
NIL
|
NIL
NIL
|
(1)
|
We have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column in any fiscal year covered by that table.
|
(2)
|
Brian W. Dicks was appointed as our president, chief executive officer, chief financial officer, treasurer and director on January 4, 2012. He resigned as chief executive officer on June 14, 2012.
|
(3)
|
Dr. Ahmed Attia El Sheikh was appointed as our chief agronomy officer on March 5, 2012.
|
(4)
|
Robert Dicks was appointed as our secretary on March 5, 2012.
|
(5)
|
Dr. Hilary a. Rodrigues was appointed as our chief executive officer on June 14, 2012.
|
(6)
|
David Foo was appointed as our vice president of Southeast Asia operations on June 18, 2012.
|
(7)
|
Suresh Gupta resigned as president, chief executive officer, chief financial officer and director on January 4, 2012.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock that
Have Not
Vested
|
Market Value
of Shares or
Units of Stock
that Have Not
Vested
|
Equity
Incentive Plan
Awards :
Number of
Unearned
Shares, Units
or Other
Rights that
Have Not
Vested
|
Equity
Incentive Plan
Awards :
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
Have Not
Vested
|
||||||||||||
Dr. Ahmed Attia El
Sheikh,
Chief
Agronomy Officer
|
500,000 | $ | 300,000 |
Item 12
.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of Class
(1)
|
|||||||
Common Stock
|
Brian W. Dicks
(2)
37 Bannisters Road, Corner Brook,
Newfoundland, Canada, A2H 1M5
|
17,000,000 | 22 | % | ||||||
Common Stock
|
Ahmed Attia El Sheikh
(3)
37 Bannisters Road, Corner Brook,
Newfoundland, Canada, A2H 1M5
|
500,000 | * | |||||||
Robert Dicks
(4)
21 Randolph Place
Corner Brook, Newfoundland
Canada, A2H 5L1
|
nil
|
N/A | ||||||||
Hilary A. Rodrigues
(5)
PO Box 98, 202 Main Street
Whitbourne, NL, A0B 3K0
|
nil
|
N/A | ||||||||
David Foo
(6)
21B, Borey Sunway, Toul Kork
Phnom Penh, Kingdom of Cambodia
|
nil
|
N/A | ||||||||
All Officers and Directors as a Group
|
17,500,000 | 23 | % | |||||||
All 5%+ Shareholders as a Group
|
17,000,000 | 22 | % |
(1)
|
Based on
77,430,834 issued and outstanding shares of our common stock as of October29, 2012.
|
(2)
|
Brian W. Dicks is our president, chief financial officer, secretary, treasurer and director. All of Mr. Dick’s shares are held in the name of Atlantic and Pacific Communications Inc.
|
(3)
|
Dr. Attia El Sheikh is our chief agronomy officer.
|
(4)
|
Robert Dicks is our secretary.
|
(5)
|
Hilary A. Rodrigues is our chief executive officer.
|
(6)
|
David Foo is our vice president of Southeast Asia operations.
|
Item 13
.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14
.
|
Principal Accounting Fees and Services
|
Year Ended
|
||||||||
July 31, 2012
$
|
July 31, 2011
$
|
|||||||
Audit Fees
|
5,650 | 5,600 | ||||||
Audit Related Fees
|
Nil
|
Nil
|
||||||
Tax Fees
|
Nil
|
Nil
|
||||||
All Other Fees
|
Nil
|
Nil
|
||||||
Total
|
5,650 | 5,600 |
Item 15
.
|
Exhibits, Financial Statements Schedules
|
(a)
|
Financial Statements
|
|
(1)
|
Financial statements for our company are listed in the index under Item 8 of this document
|
|
(2)
|
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
|
|
(b)
|
Exhibits
|
Exhibit No.
|
Document
|
(3)
|
Articles of Incorporation and Bylaws
|
3.1
|
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on October 26, 2010)
|
3.2
|
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on October 26, 2010)
|
3.3
|
Certificate of Amendment (incorporated by reference to our Registration Statement on Form S-1 filed on October 26, 2010)
|
3.4
|
Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on January 30, 2012)
|
(10)
|
Material Contracts
|
10.1
|
Share Purchase Exchange Agreement between our company, Suresh Gupta and Atlantic and Pacific Communications Inc. dated January 4, 2012 (incorporated by reference to our Current Report on Form 8-K filed on January 12, 2012)
|
10.2
|
Release of Suresh Gupta dated January 4, 2012 (incorporated by reference to our Current Report on Form 8-K filed on January 12, 2012)
|
10.3
|
Consulting Agreement between our company and Dr. Ahmed Attia El Sheikh dated January 23, 2012 (incorporated by reference to our Current Report on Form 8-K filed on January 26, 2012)
|
10.4
|
Lease Agreement, dated March 9, 2012 (incorporated by reference to our Current Report on Form 8-K filed on March 13, 2012)
|
Consulting Agreement between our company and Atlantic and Pacific Communications Ltd. dated June 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on June 7, 2012)
|
|
Agreement to Provide Services between our company and Mighty Mekong Industries Co. Ltd. and Ecologica Co. Ltd. dated June 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on June 7, 2012)
|
|
Investment Agreement between our company and Fairhills Capital Offshore Ltd. dated August 20, 2012 (incorporated by reference to our Current Report on Form 8-K filed on August 22, 2012)
|
|
Registration Rights Agreement between our company and Fairhills Capital Offshore Ltd. dated August 20, 2012 (incorporated by reference to our Current Report on Form 8-K filed on August 22, 2012)
|
|
Securities Purchase Agreement between our company and Fairhills Capital Offshore Ltd. dated August 20, 2012 (incorporated by reference to our Current Report on Form 8-K filed on August 22, 2012)
|
|
(21)
|
Subsidiaries of the Registrant
|
21.1
|
Health Power Trading Ltd., a British Virgin Islands company
Mighty Mekong Agro Industries Co. Ltd., a Cambodian company.
|
(31)
|
Rule 13a-14(a) / 15d-14(a) Certifications
|
31.1*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer Principal Financial Officer and Principal Accounting Officer
|
(32)
|
Section 1350 Certifications
|
32.1*
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer Principal Financial Officer and Principal Accounting Officer
|
101
**
|
Interactive Data Files
|
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.
|
**
|
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto 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.
|
STEVIA NUTRA CORP.
|
|
Dated: November 6, 2012
|
/s/ Hilary A. Rodrigues
|
Hilary A. Rodrigues
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
Dated: November 6, 2012
|
/s/ Brian W. Dicks
|
Brian W. Dicks
|
|
President, Chief Financial Officer, Treasurer and Director
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Dated: November 6, 2012
|
/s/ Brian W. Dicks
|
Brian W. Dicks
|
|
President, Chief Financial Officer, Treasurer and Director
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
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