- Quarterly Report (10-Q)

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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

October 31, 2012

 

or

 

o		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)

 

Nevada

27-3038945

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

 

37 Bannisters Road, Corner Brook, Newfoundland, Canada		A2H 1M5
(Address of principal executive offices)		(Zip Code)

 

[phone]

(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		o	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 (§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

o

NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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

o

Accelerated filer

o

Non-accelerated filer

o

(Do not check if a smaller reporting company)

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

o

YES

x

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.

o

YES

o

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.

77,430,834 common shares issued and outstanding as of December 24 2012.

 

 

 

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION			3
Item 1.  Financial Statements			3
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations			14
Item 3.  Quantitative and Qualitative Disclosures About Market Risk			20
Item 4.  Controls and Procedures			20
PART II – OTHER INFORMATION			20
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			20
Item 5.  Other Information			21
Item 6.  Exhibits			21
SIGNATURES			23

 

 

2

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PART I – FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

Our unaudited consolidated interim financial statements for the three month period ended October 31, 2012 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

 

3

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STEVIA NUTRA CORP.

(formerly AAA Best Car Rental Inc.)

(A Development Stage Company)

Consolidated Financial Statements

(Expressed in US dollars)

October 31, 2012

(unaudited)

 

Consolidated Balance Sheets	5
Consolidated Statements of Operations	6
Consolidated Statements of Cash Flows	7
Notes to the Consolidated Financial Statements	8

 

 

4

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STEVIA NUTRA CORP.

(formerly AAA Best Car Rental Inc.)

(A Development Stage Company)

Consolidated Balance Sheets

(unaudited)

		October 31, 2012 $				July 31, 2012 $
ASSETS
Cash			2,852				21,887
Accounts receivable			4,661				2,462
Prepaid expenses and deposits			3,764				6,449
Total Current Assets			11,277				30,798
Fixed assets, net			30,156				31,998
Long term deposits			24,500				24,500
Total Assets			65,933				87,296
LIABILITIES
Current Liabilities
Bank overdraft			6,550				–
Accounts payable			71,915				60,308
Due to related parties			6,558				3,008
Stock price protection liability			75,000				–
Total Current Liabilities			160,023				63,316
Notes payable			20,000				20,000
Total Liabilities			185,023				83,316
STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock
Authorized: 200,000,000 common shares with a par value of $0.001 per share
Issued and outstanding: 77,430,834 and 77,058,334 common shares, respectively			77,431				77,058
Additional paid-in capital			622,186				532,559
Accumulated deficit during the development stage			(813,707	)			(605,637	)
Total Stockholders’ Equity (Deficit)			(114,090	)			3,980
Total Liabilities and Stockholders’ Equity (Deficit)			65,933				87,296

 

(The accompanying notes are an integral part of these financial statements)

 

5

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STEVIA NUTRA CORP.

(formerly AAA Best Car Rental Inc.)

(A Development Stage Company)

Consolidated Statements of Operations

(unaudited)

		For the Three Months Ended October 31, 2012 $				For the Three Months Ended October 31, 2011 $				Accumulated from April 30, 2010 (date of inception) to October 31, 2012 $
Revenue			–				–				1,150
Operating Expenses
Depreciation			2,872				–				4,678
General and administrative			202,677				15,475				790,383
Transfer agent and filing fees			2,521				2,773				19,061
Total Operating Expenses			208,070				18,248				814,122
Loss before other expense			(208,070	)			(18,248	)			(812,972	)
Other expense
Forgiveness of loan			–				–				(293	)
Loss on sale of fixed assets			–				–				(442	)
Net Loss			(208,070	)			(18,248	)			(813,707	)
Net Loss per Share – Basic and Diluted			–				–
Weighted Average Shares Outstanding – Basic and Diluted			77,382,628				156,000,000

(The accompanying notes are an integral part of these financial statements)

 

 

6

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STEVIA NUTRA CORP.

(formerly AAA Best Car Rental Inc.)

(A Development Stage Company)

Consolidated Statements of Cashflows

(unaudited)

		For the Three  Months Ended October 31, 2012 $				For the Three Months Ended October 31, 2011 $				Accumulated from April 30, 2010 (date of inception) to October 31, 2012 $
Operating Activities
Net loss for the period			(208,070	)			(18,248	)			(813,707	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense			2,872				–				4,678
Loss on sale of fixed assets			–				–				442
Loss on share price protection			75,000				–				75,000
Shares issued for services			–				–				300,000
Changes in operating assets and liabilities:
Accounts receivable			(2,199	)			–				(4,661	)
Bank overdraft			6,550				–				6,550
Prepaid expenses			2,685				2,500				(3,764	)
Accounts payable and accrued liabilities			11,607				(238	)			71,915
Security deposits			–				–				(24,500	)
Net Cash Used In Operating Activities			(111,555	)			(15,986	)			(388,047	)
Investing Activities
Purchase of fixed assets			(1,030	)			–				(35,876	)
Sale of fixed assets			–				–				600
Net Cash Used In Investing Activities			(1,030	)			–				(35,276	)
Financing Activities
Proceeds from related party			3,550				12,500				124,048
Repayment to related party			–				(1,000	)			(104,873	)
Proceeds from promissory note			–				–				20,000
Proceeds from issuance of common shares			90,000				–				387,000
Net Cash Provided by Financing Activities			93,550				11,500				426,175
Change in Cash			(19,035	)			(4,486	)			2,852
Cash – Beginning of Period			21,887				8,354				–
Cash – End of Period			2,852				3,868				2,852
Supplemental Disclosures
Interest paid			–				–				–
Income tax paid			–				–				–
Non-cash investing and financing activities
Forgiveness of related party debt			–				–				12,617
Cancellation of common shares			–				–				80,000

 

(The accompanying notes are an integral part of these financial statements)

 

 

7

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Stevia Nutra Corp.

(formerly AAA Best Car Rental Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

 

1.     Nature of Operations and Continuance of Business

 

Stevia Nutra Corp. (the “Company”) was incorporated in the State of Nevada on April 30, 2010. The Company is a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.

 

On January 4, 2012, the Company underwent a change of control where the former President and Director of the Company sold 120,000,000 post-split common shares to a company controlled by the current President and Director of the Company. In addition to the private sale of common shares, the Company and its Board of Directors changed its name to Stevia Nutra Corp. and changed its principal operations from the business of car rental to focusing on the business of cultivation, development and post-harvest processing of Stevia plants for use as a sweetener.

 

On January 20, 2012, Mighty Mekong Argo Industries Co., Ltd., the Company’s wholly owned subsidiary, was incorporated in the Kingdom of Cambodia to assist with the cultivation and propagation of Stevia plants.

 

Going Concern

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of October 31, 2012, the Company has not recognized any revenue, has a working capital deficit of $148,746, and has an accumulated deficit of $813,707. The continuation of the 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 the Company’s future operations. These factors raise substantial doubt regarding the 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 the Company be unable to continue as a going concern.

2.	Summary of Significant Accounting Policies

 

a)

Basis of Presentation

 

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.  The Company’s fiscal year end is July 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The 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 the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

8

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Stevia Nutra Corp.

(formerly AAA Best Car Rental Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

 

2.    Summary of Significant Accounting Policies (continued)

 

a)

Interim Consolidated Financial Statements

 

These interim unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

 

b)

Cash and cash equivalents

 

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

c)

Prepaid expenses and deposits

 

The Company has classified prepaid expenses and deposits held for less than one year as current assets and security deposits held for periods longer than one year as long-term assets.

 

d)

Basic and Diluted Net Loss per Share

 

The 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.

e)

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.

 

 

9

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Stevia Nutra Corp.

(formerly AAA Best Car Rental Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

 

2.	Summary of Significant Accounting Policies (continued)

 

f)

Financial Instruments (continued)

 

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.

 

The Company’s financial instruments consist principally of cash, bank indebtedness, accounts payable and accrued liabilities, and amounts due to related parties.  Pursuant to ASC 820, 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.

 

g)

Comprehensive Loss

 

ASC 220, Comprehensive Income , establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of October 31 and July 31, 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

h)

Recent Accounting Pronouncements

 

The 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 the 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.

 

j)	Foreign Currency Translation

 

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830 Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars and Cambodian riels. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

3.    Stock Price Protection Liability

 

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.

In connection with the financing agreement, the Company also entered into a securities purchase agreement with Fairhills.  Pursuant to the securities purchase agreement, Fairhills purchased 312,500 shares of common stock at $0.24 per share for total proceeds of $75,000.

 

10

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Stevia Nutra Corp.

(formerly AAA Best Car Rental Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

3.      Stock Price Protection Liability (continued)

 

The securities purchase agreement also contains a price protection provision. According to the price protection provision, the shares to be purchased pursuant to the securities purchase agreement will be valued at 25% discount to the price of the Company’s common stock on the effectiveness date (the “Share Value”).  In the event that the Share Value is less than $75,000, the Company will issue additional shares of registered common stock to Fairhills Capital, such that the value of the total shares being issued to Fairhills Capital will total $75,000 but limited to a floor of $0.05 per share and includes an option for the Company to repay and differences resulting from the stock price protection provision in cash or with the issuance of additional shares.  Due to the Company’s stock has decreased since the date of the Share Purchase Agreement, the Company has recorded a liability of $75,000 relating to the stock price protection provision.

4.    Notes Payable

 

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 October 31, 2012, accrued interest of $329 (2012 - $203) 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 October 31, 2012, accrued interest of $296 (2012 - $170) was recorded in accounts payable and accrued liabilities.

5.    Common Stock

 

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.

 

 

11

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Stevia Nutra Corp.

(formerly AAA Best Car Rental Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

 

5.     Common Stock (continued)

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.

 

i)

On August 1, 2012, the Company issued 60,000 shares of common stock at a price of $0.25 per share for total proceeds of $60,000.

 

j)

On August 14, 2012, the Company issued 312,500 shares of common stock at a price of $0.24 per share for total proceeds of $75,000.

 

6.     Related Party Transactions

 

a)

As at October 31, 2012, the Company owed $3,008 (2012 - $3,008) to the President and Director of the Company.  The amount owing is unsecured, non-interest bearing, and due on demand.

b)

As at October 31, 2012, the Company owed $3,550 (2012 - $nil) to a company controlled by the President and Director of the Company. The amount owing is unsecured, non-interest bearing, and due on demand.

7.     Commitments

 

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.

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.

 

12

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Stevia Nutra Corp.

(formerly AAA Best Car Rental Inc.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

 

7.       Commitments (continued)

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 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.

 

8.    Subsequent Events

 

There were no events subsequent to the three months ended October 31, 2012 that would warrant further disclosures.

 

 

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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 Stevia Nutra Corp., and, unless otherwise indicated, our wholly owned subsidiary, Health Power Trading Ltd., a British Virgin Islands company and our wholly owned subsidiary, Mighty Mekong Agro Industries Co. Ltd., a Cambodian company.

 

General Overview

 

We were incorporated in Nevada on April 30, 2010 under the name AAA Best Car Rental Inc. We planned to offer discounted car rental services, by acquiring late model vehicles from used car auctions.  On January 4, 2012, we underwent a change of control and a change in management through the purchase of 8,000,000 pre-split shares of our stock by Atlantic and Pacific Communications Inc., from our former director and officer, Suresh Gupta.  On January 11, 2012, we received approval from our board of directors, and Atlantic and Pacific Communications Inc., our majority shareholder, to effect a change of name to Stevia Nutra Corp., increase our authorized capital to 200,000,000 shares of common stock and to effect a forward split of our issued and outstanding shares on a 1 old for 15 new basis.  On January 25, 2012, we filed a certificate of amendment to change our name to Stevia Nutra Corp., with the Secretary of State of Nevada which became effective in the State of Nevada on March 5, 2012 upon approval from the Financial Industry Regulatory Authority (“FINRA”) .   We maintain our business offices at 37 Bannisters Road, Corner Brook, Newfoundland, Canada, A2H 1M5, and our telephone number is [phone].

 

Effective March 5, 2012, in accordance with approval from FINRA, we changed our name from AAA Best Car Rental Inc. to Stevia Nutra Corp.  In addition, our issued and outstanding shares of common stock increased from 10,400,000 shares of common stock to 156,000,000 shares of common stock, par value of $0.001, pursuant to a 1:15 forward split of our issued and outstanding shares of common stock.

 

Also effective March 5, 2012, our authorized capital increased from 75,000,000 shares of common stock to 200,000,000 shares of common stock, par value of $0.001.

 

 

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Effective April 17, 2012, our common stock changed from “AAAB” to “STNT” to better reflect the new name of our company.

 

Our Current Business

 

As our company was unable to secure the financing required to continue with the car rental business, on January 4, 2012, in conjunction with a change in control, we changed our business focus to the business of the cultivation, development and post-harvest processing of stevia plants for use as a sweetener.  On March 9, 2012, our wholly owned subsidiary, Mighty Mekong Agro Industries Co., Ltd., entered into and closed a lease agreement with Sara Ramany, a resident of Cambodia, for the lease of 20 hectares of land in the Kampong Speu Province of the Kingdom of Cambodia.  The land is intended to be used in agricultural production, and more specifically in the cultivation and propagation of Stevia plants.

 

Our initial plan of operation is to organize an operational team on the ground in Cambodia, open an administration office, construct a Stevia propagation center and construct greenhouses and a nursery.  Following these developments, we anticipate propagating more than 1,000,000 seedlings ready for plantation and installing approximately ten hectares of Stevia plants.

 

Effective June 1, 2012, we entered into a consulting agreement with Atlantic and Pacific Communications Ltd., a company controlled by director and officer Brian W. Dicks, whereby Mr. Dicks has agreed to provide consulting services as our company’s president, for a period ending June 1, 2014.  In consideration for Mr. Dicks agreeing to provide such consulting, we have agreed to pay Mr. Dicks a salary of $3,500 per month during the term of the consulting agreement.

 

Also effective June 1, 2012, Mighty Mekong Agro Industries Co. Ltd., our wholly-owned subsidiary, entered into an agreement with Ecologica Co. Ltd., whereby Ecologica has agreed to provide certain services, associated with the cultivation of stevia, to Mighty Mekong and our company for a period of twelve months.  Pursuant to the terms of the agreement, Ecologica will receive payments of $7,000 per month, in consideration for the services provided.

 

On August 20, 2012, we entered into an investment agreement with Fairhills Capital Offshore Ltd., a Cayman Islands exempted company. Pursuant to the terms of the investment agreement, Fairhills shall commit to purchase up to $3,000,000 of our common stock over a period of up to 36 months.

 

In connection with the investment agreement, we also entered into a registration rights agreement with Fairhills on August 20, 2012. Pursuant to the registration rights agreement, we are obligated to file a registration statement with the Securities and Exchange Commission (“SEC”) covering 11,000,000 shares of the common stock underlying the investment agreement within 21 days after the closing of the investment agreement. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 120 days after the closing of the investment agreement and maintain the effectiveness of such registration statement until termination in accordance with the investment agreement.

 

In connection with the financing agreement, we also entered into a securities purchase agreement with Fairhills.  Pursuant to the securities purchase agreement, Fairhills has agreed to purchase 312,500 shares of our common stock at $0.24 per share for total proceeds of $75,000.

 

The securities purchase agreement also contains a price protection provision. According to the price protection provision, the shares to be purchased pursuant to the securities purchase agreement will be valued at 25% discount to the price of our common stock on the effectiveness date (the “Share Value”).  In the event that the Share Value is less than $75,000, we will issue additional shares of registered common stock to Fairhills Capital, such that the value of the total shares being issued by us to Fairhills Capital will total $75,000.

 

On December 20, 2012, we amended the share purchase agreement with Fairhills limiting the price protection provision to a floor of $0.05 per share and to include the option for us to repay any difference resulting from the stock price protection provision in cash or with the issuance of additional shares.

 

 

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Results of Operations

 

We have incurred recurring losses to date. 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 Months Ended October 31, 2012 Compared to the Three Months Ended October 31, 2011.

 

Our net loss for the three months ended October 31 2012 was $208,070 compared to a net loss of $18,248 during the three months ended October 31, 2011. During three months ended  October 31, 2012, our company has not generated any revenue.

 

		Three Months Ended
		October 31,
		2012				2011
Depreciation		$	2,872			$Nil
General and administrative		$	202,677			$	15,475
Transfer agent and filing fees		$	2,521			$	2,773

 

During the three months ended October 31, 2012, we incurred depreciation expense of $2,872, general and administrative expenses of $127,677 and transfer agent and filing fees of $2,521 compared to $Nil in depreciation expense, $15,475 in general and administrative expenses and $2,773 in transfer agent and filing fees incurred during three months ended October 31, 2011. General and administrative expenses incurred during the three months ended October 31, 2012 consisted of bank charges and interest of $849 (2011:  $25); consulting fees of $54,050 (2011: $Nil); professional fees of $11,614 (2011: $2,950); office and operational expenses of $57,472 (2011: $12,500), travel of $3,692 (2011: $Nil) and loss on stock price protection of $75,000 (2011: $Nil).

 

Expenses incurred during three month period ended October 31, 2012 compared to three month period ended October 31, 2011 increased primarily due to the increased scale and scope of business operations. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, consulting costs and loss on stock price protection.

 

The weighted average number of shares outstanding was 77,382,628 for the three month period ended October 31, 2012 compared to 10,400,000 for the three month period ended October 31, 2011.

 

Liquidity and Capital Resources

 

Three Months Ended October 31, 2012

 

Working Capital
		At October 31, 2012				At a July 31, 2012
Current Assets		$	11,277			$	30,798
Current Liabilities		$	160,023			$	63,316
Working Capital		$	(148,746	)		$	(32,518	)

 

 

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Cash Flows
		Three Months				Three Months
		Ended				Ended
		October 31,				October 31,
		2012				2011
Net Cash Used in Operating Activities		$	(111,555	)		$	(15,986	)
Net Cash Provided by Financing Activities		$	93,550			$	11,500
Net Cash Used in Investing Activities		$	(1,030	)		$	Nil
Net increase (decrease) in cash and equivalents		$	(19,035	)		$	(4,486	)

 

As at October 31, 2012, our company had a cash balance of $2,852 and total assets of $65,933 compared with a cash balance of $21,887 and total assets of $87,296 as at July 31, 2012.  As of October 31, 2012, current assets were comprised of $2,852 in cash, $4,661 in amounts receivable and $3,764 in prepaid expenses; total liabilities were comprised of $6,550 bank indebtedness, $6,558 in advances from a director and $71,915 in accounts payable.

 

As at October 31, 2012, our company had total liabilities of $185,023 compared with total liabilities of $83,316 as at July 31, 2012.  The increase in total liabilities was attributed to an increase in both bank indebtedness, accounts payable and advances from a director due to limited cash held as well as amount of $75,000 recorded for stock price protection liability related to the share purchase agreement with Fairhills Capital Offshore Ltd.

 

As at October 31, 2012, our company had a working capital deficit of $148,746 compared with a working capital deficit of $32,518 as at July 31, 2012.  The increase in working capital deficit was due to an increase in current liabilities and a decrease in cash related to current period operations.

 

Cash Flows from Operating Activities

 

During the three month period ended October 31, 2012, our company used cash of $111,555 for operating activities as compared to use of $15,986 during the three month period ended October 31, 2011.  The increase in cash used for operating activities during the period was due to payment of outstanding day-to-day obligations incurred by our company during the period.

 

Cashflow from Investing Activities

 

During the three month period ended October, 2012, our company used cash of $1,030 for investing activities as compared to use of $Nil during the three month period ended October 31, 2011. The increase in cash used for investing activities during the period was due to the acquisition of fixed assets.

 

Cashflow from Financing Activities

 

During the three month period ended October 31, 2012, our company received proceeds of $93,550 compared with $11,500 for the three month period ended October 31, 2011.  The proceeds received included proceeds received from a director and proceeds received for the issuance of common shares.

 

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.

 

 

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Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with 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.

 

Basis of Presentation

 

The consolidated 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 July 31.

 

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.

 

Interim Consolidated Financial Statements

 

These interim unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

 

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.

 

Prepaid Expenses and Deposits

 

Our company has classified prepaid expenses and deposits held for less than one year as current assets and security deposits held for periods longer than one year as long-term assets.

 

 

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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.

 

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. Our company’s financial instruments consist principally of cash, bank indebtedness, accounts payable and accrued liabilities, and amounts due to related parties.  Pursuant to ASC 820, 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.

 

Comprehensive Loss

 

ASC 220, Comprehensive Income , establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of October 31, 2012 and July 31, 2012, our company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

Foreign Currency Translation

 

Our company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830 Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars and Cambodian riels. Our company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

 

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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.

 

Item 4.  Controls and Procedures

 

Management’s Report on Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and our chief financial officer(our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

 

As the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer(our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer (our principal executive officer) and our chief financial officer(our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

 

Changes in Internal Control over Financial Reporting

 

During the period covered by this report there were no changes in our internal control over financial reporting that 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, active 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

 

None.

 

Item 3.  Defaults Upon Senior Securities

 

None.

 

Item 4.  Mine Safety Disclosures

 

Not applicable.

 

 

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Item 5.  Other Information

 

None.

 

Item 6.  Exhibits

 

Exhibit Number		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)

 

 

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Exhibit Number

Document

(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
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the 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
32.2*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the 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.

 

 

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

	STEVIA NUTRA CORP.
Dated:  December 26, 2012	/s/ Hilary A. Rodrigues
	Hilary A. Rodrigues
	Chief Executive Officer
	(Principal Executive Officer)
Dated:  December 26, 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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