PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

STEVIA FIRST CORP.

CONDENSED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED DECEMBER 31,JUNE 30, 2015 AND 2014 AND 2013

(Unaudited)

STEVIA FIRST CORP

CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these condensed financial statements.

STEVIA FIRST CORP

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these condensed financial statements.

STEVIA FIRST CORP

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

The accompanying notes are an integral part of these condensed financial statements.

STEVIA FIRST CORP

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these condensed financial statements.

STEVIA FIRST CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED DECEMBER 31, 2014JUNE 30, 2015

(Unaudited)

1. BUSINESS AND BASIS OF OPERATIONS

Stevia First Corp. (the “Company”, “we”, “us” or “our”) was incorporated under the laws of the State of Nevada on June 29, 2007. In February 2012, we substantially changed our management team, added other key personnel, and began leasing laboratory and office space and land in California and since then we have been pursuing our new business as an agricultural biotechnology company engaged primarily in developing novel methods and technologies for industrial production of stevia, using such methods and technologies to develop, obtain approval for and commercialize one or more stevia extract products, and exploring and commercializing additional research applications for such methods and technologies.

Going Concern

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses and utilized cash in operations since inception resulting in an accumulatedstockholders’ deficit of $11,532,488$895,754 as at December 31, 2014,of June 30, 2015, and further losses are anticipated in the development of its business. These factors raise substantial doubt about the Company's ability to continue as a going concern. As a result, the Company’s independent registered public accounting firm, in their report on the Company’s March 31, 20142015 audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. We estimate that we will have sufficient funds to operate the business for the 9 months after December 31, 2014.June 30, 2015. We will require additional financing to fund our planned long-term operations, including our commitment under our distribution and license agreements with Qualipride International (“Qualipride”) (See Note 9)8) . These estimates could differ if we encounter unanticipated difficulties, in which case our current funds may not be sufficient to operate our business for that period.  In addition, our estimates of the amount of cash necessary to operate our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect.

We do not have any firm commitments for future capital.  Significant additional financing will be required to fund our planned principal operations in the near term and in future periods, including research and development activities relating to stevia extract production, developing and seeking regulatory approval for any of our stevia product candidates, commercializing any product candidate for which we are able to obtain regulatory approval or certification, seeking to license or acquire new assets or businesses, and maintaining our intellectual property rights and pursuing rights to new technologies. We do not presently have, nor do we expect in the near future to have, sufficient or consistent revenue to fund our business from our operations, and will need to obtain significant funding from external sources. Since inception, we have funded our operations primarily through equity and debt financings, and we expect to continue to rely on these sources of capital in the future. However, if we raise additional funds by issuing equity or convertible debt securities, our existing stockholders’ ownership will be diluted, and obtaining commercial loans would increase our liabilities and future cash commitments. If we pursue capital through alternative sources, such as collaborations or other similar arrangements, we may be forced to relinquish rights to our proprietary technology or other intellectual property that could result in our receipt of only a portion of any revenue that may be generated from a partnered product or business. Further, these or other sources of capital may not be available on commercially reasonable or acceptable terms when needed, or at all.  If we cannot raise the money that we need in order to continue to operate and develop our business, we will be forced to delay, scale back or eliminate some or all of our operations.  If any of these were to occur, there is a substantial risk that our business would fail and our stockholders could lose all of their investment.

Basis of Presentation of Unaudited Condensed Financial Information

The unaudited condensed financial statements of the Company for the three and nine months ended December 31,June 30, 2015 and 2014 and 2013 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, applied on a consistent basis, and pursuant to the requirements for reporting on Form 10-Q and the requirements of Regulation S-K and Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”) .  Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete audited financial statements.  However, the information included in these financial statements reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year or any future annual or interim period .period.  The balance sheet information as of March 31, 20142015 was derived from the audited financial statements as of and for the year ended March 31, 20142015 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2014.25, 2015. These financial statements should be read in conjunction with that report.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. 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 period. Actual results could differ from those estimates. The more significant estimates and assumptions by management include, among others, the fair value of sharesequity instruments issued for services, the fair value of options and warrants, and assumptions used in the valuation of our outstanding derivative liabilities.

Accounts Receivable

The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding.

The allowance for doubtful accounts and returns and discounts is established through a provision reducing the carrying value of receivables. At DecemberJune 30, 2015, and March 31, 2014,2015, the allowance for doubtful accounts and returns and discounts was approximately $3,000.$17,500 and $2,500, respectively.

Financial Assets and Liabilities Measured at Fair Value

The Company uses various inputs in determiningaccounts for the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair valuefinancial instruments in the condensed balance sheets are categorized by the level of objectivity associatedaccordance with the inputs used to measure their fair value. Authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (ASC) topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements”. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Authoritative guidance provided by the FASB defines the following levels directly related to the amount of objectivitysubjectivity associated with the inputs to fair valuation of these financial assets:

The following table presents certain investments and liabilities of the Company’s financial assetsCompany that are required to be measured and recorded at fair value on the Company’s condensed balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2014June 30, 2015 and March 31, 2014:2015:

December 31, 2014June 30, 2015

March 31, 20142015

The carrying value of cash, accounts receivable and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton model to value the derivative instruments at inception and on subsequent valuation dates through the December 31, 2014June 30, 2015 reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date.

Revenue Recognition

Revenue is recognized on the sale of a product when the risk of loss transfers to our customers and collection of the receivable is reasonably assured, which generally occurs when the product is shipped. A product is not shipped without an order from the customer and our credit acceptance procedures have been performed. The allowance for returns is regularly reviewed and adjusted by management based on historical trends of returned items. Amounts paid by customers for shipping and handling costs are included in sales.

Stock-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB Accounting Standards Codification (“ASC”),ASC, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company's statements of operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated

forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates.

Basic and Diluted Loss Per Share

The Company computes lossCompany’s computation of earnings (loss) per share in accordance with FASB ASC 260, “Earnings Per Share” which requires presentation of both(EPS) includes basic and diluted earnings or loss per share on the face of the statement of operations.EPS. Basic loss per shareEPS is computedcalculated by dividing the Company’s net lossincome (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effectShares of restricted stock subject to all dilutive potentialvesting are included in basic weighted average common shares outstanding from the time they vest. Diluted EPS reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income (loss) of the Company. In computing diluted EPS, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period.  Diluted loss per share excludes all potential common shares if their effect is anti-dilutive.

As of December 31, 2014 and 2013, the Company hadJune 30, 2015 potentially dilutive instruments outstanding whose shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive. Optionssecurities include options to acquire 6,025,0008,300,000 shares of common stock and warrants to acquire 12,127,12925,027,034 shares of common stock have been excluded from the calculation at December 31,stock. At June 30, 2014 as the effect would have been anti-dilutive. Optionspotentially dilutive securities include options to acquire 4,975,000 shares of common stock, warrants to acquire 7,721,1295,425,000 shares of common stock and 693,773warrants to acquire 7,727,129 shares of common stock.  The basic and fully diluted shares potentially issuable under convertible note agreements have been excluded fromfor the calculation at December 31, 2013, asthree months ended June 30, 2014 are the effectsame because the inclusion of the potential shares would have been anti-dilutive.had an anti-dilutive effect.  Diluted net income per common share for the three months ended June 30, 2015 was calculated based on an increased number of shares that would be outstanding as follows:

Recent Accounting Pronouncements

In November 2014, the FASB issued Accounting Standards Update No. 2014-16 (ASU 2014-16),Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity.Equity.   The amendments in this ASU do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required.  The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract.  The ASU applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015.2015.  Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2014-16 on the Company's results of operations or financial condition

In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (“ASU 2014-15”),  Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued.  An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.  ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2014-15 on the Company's results of operations or financial condition.

On June 10, 2014, the FASB issued Accounting Standards Update No. 2014-10 (“ASU 2014-10”),Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates the requirement that development stage entities present inception-to-date information about income statement line items, cash flows, and equity transactions, and clarifies how entities should disclose the risks and uncertainties related to their activities. ASU 2014-10 also eliminates an exception provided to development stage entities in Consolidations (ASC Topic 810) for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The presentation and disclosure requirements in Topic 915 are no longer required for interim and annual reporting periods beginning after December 15, 2015, although early adoption is permitted. The Company adopted the provisions of ASU 2014-10 as of its Annual Report on Form 10-K for the fiscal year ended March 31, 2014.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”),Revenue from Contracts with Customers . ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principles-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted.2017. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on the Company’s ongoing financial reporting.

In April 2014, the FASB issued Accounting Standards Update No. 2014-08 (“ASU 2014-08”), “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). ” ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

3. ACQUISITION FROM RELATED PARTY

On May 16, 2014, the Company entered into an Asset Purchase Agreement with Percipio Biosciences, Inc. (“Percipio”), a Delaware corporation, to purchase certain assets of Percipio for $50,000. The Company’s Chief Executive Officer, Robert Brooke, owns 20% of Percipio. The acquisition of the assets has been accounted for as a purchase in accordance with ASC Topic 805Business Combinations and the assets have been included in the Company’s financial statements since May 16, 2014. The purchase price was allocated to current assets based on their fair value as determined by management. At December 31, 2014, $14,800 of the purchase price remains unpaid and is included in accounts payable on the accompanying balance sheet. The Company has determined that the acquisition is not a material acquisition and accordingly, no pro-forma information has been presented.

In conjunction with the Percipio asset purchase, we entered into written employment agreement with Dr. Fang Lu, majority owner and President of Percipio, under which he now serves as Senior Scientist for the Company. Dr. Lu’s employment agreement commenced on May 17, 2014 and is terminable at any time at the option of Dr. Lu or the Company. Under the employment agreement, Dr. Lu is entitled to an annual salary of $95,000.

4. DERIVATIVE LIABILITY

In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock.  Under the authoritative guidance, effective January 1, 2009, instruments which do not have fixed settlement provisions are deemed to be derivative instruments.  The warrants issued to investorspurchasers and placement agentsagent in relation to the June 2013 securities purchase agreementsand September 2014, and the new warrants issued to such investors in September 2014 as part of an early exercise offer (described in Note 7),May 2015, do not have fixed settlement provisions because their exercise prices will be lowered if the Company issues securities at lower prices in the future.future or have other variable provisions.  The Company was required to include the reset provisions in order to protect the holders of the warrants from the potential dilution associated with future financings.financings, and a fundamental transaction provision, which require a revaluation of the liabilities. In accor`danceaccordance with the FASB authoritative guidance, the warrants have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

As of December 31, 2014, September 10, 2014 (date of modification of the warrants), and March 31, 2014,2015, at applicable date of issuance and June 30, 2015, the derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following assumptions:

Warrants:

The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the warrants was determined by the expiration dates of the warrants. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.

As of March 31, 2014,2015, the Company’s derivative liabilities had a balance of $1,438,814. On September 10, 2014, certain terms$1,406,596.  In May 2015, we recognized additional derivative liabilities of certain$1,694,651 related to the warrants issued in conjunction with the sale of the Company’s warrants were modified in connection with an early exercise offer made to the warrant holders, and the incremental change in their fair values of $21,218 was accounted for as an increase in the fair value of the derivative liabilities as of the date of modification and recorded as a cost to induce exercise of the warrants. Also, as part of the terms of the early exercise offer, the Company issued to such warrant holders new, replacement warrants with an aggregate fair value at their issue date of $940,549, which was accounted for as a derivative liability at the issue datecommon stock (described in Note 7)4). All of the warrants subject to the early exercise offer, which were accounted for as derivative liabilities, were exercised in connection with such offer, and as such their corresponding fair value at the exercise date of $269,368 was extinguished from the derivative liabilities balance.  For the nine month periodthree months ended December 31, 2014,June 30, 2015, the Company recorded a changereduction in fair value of the derivative liability of $642,678.$1,113,801. As of December 31, 2014,June 30, 2015, the aggregate fair value of the derivative liabilities was $1,488,535.$1,987,446.

5.4. EQUITY

Equity Financing

In May 2015, the Company entered into a Securities Purchase Agreement with seven purchasers for the sale of an of aggregate of 5,000,002 shares of the Company’s common stock (collectively, the “Shares”), and warrants to purchase an aggregate of 12,500,005 shares of the Company’s common stock for total gross proceeds of $1,500,000, or a sales price of $0.30 per share (the “Offering”).  The Offering closed on May 11, 2015.  The Company incurred $208,426 direct costs, fees and expenses in connection with the Offering, resulting in net cash proceeds to the Company of $1,291,574.  The warrants to purchase an aggregate of 12,500,005 issued to the purchasers in the Offering were issued in three tranches: Series A Warrants to purchase up to an aggregate of 5,000,002 shares of the Company’s common stock, with exercise price of $0.45 per share, and a term of 5 years; Series B Warrants to purchase up to an aggregate of 5,000,002 shares of the Company’s common stock, with exercise price of $0.35 per share, and a term of 9 months; and Series C Warrants to purchase up to an aggregate of 2,500,001 shares of the Company’s common stock, with exercise price of $0.40 per share, and a term of 1 year; all of which are exercisable immediately  (the Series A Warrants, the Series B Warrants and the Series C Warrants, collectively, the “Warrants”).   The Company also issued warrants to purchase up to 400,000 shares of the Company’s common stock (the “Placement Agent Warrants”) to H.C. Wainwright & Co., LLC as placement agent to the Offering. The Placement Agent Warrants have an exercise price of  $0.375 per share,a term of 5 years, and are exercisable immediately.

The exercise price of the Series A Warrants granted to the purchasers of the Offering includes an anti-dilution provision that allows for the automatic reset of the exercise price upon any future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current exercise price of the warrants, provided that the exercise price shall not be reduced to less than $0.20 per share.   Additionally, all of the Warrants granted to the purchasers of the Offering and the Placement

Agent Warrants are subject to provision for certain fundamental transactions.   The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” and determined that the exercise prices of the Warrants and the Placement Agent Warrants were not fixed amounts because they are subject to fluctuation based on the occurrence of future offerings or events, and certain fundamental transactions. As a result, the Company determined that the Warrants and the Placement Agent Warrants are not considered indexed to the Company’s own stock and characterized the initial fair value of these warrants as derivative liabilities upon issuance. The Company determined the aggregate initial fair value of the Warrants and the Placement Agent Warrants in the Offering to be $1,694,651 at issuance valued using a probability weighted average Black-Scholes-Merton pricing model. For financial statement purposes, the amount of the derivative liability created from the issuance of the Warrants and the Placement Agent Warrants of $1,694,651 has been offset to the net cash proceeds received of $1,291,574, resulting in a net reduction of additional paid-in capital of $408,077 from the sale of the Shares of common stock and Warrants.

Common stock issued to employees for services with vesting terms

The Company has issued shares of common stock to employees and directors that vest over time. These shares of common stock were valued based upon the market price of the Company’s common stock at the dates of grant and determined the aggregate fair values to be of approximately $683,000.    The allocable portion of the aggregate fair values of these shares of common stock that vested during the three months ended June 30, 2015 and 2014 amounted to $59,234 and $18,923, respectively, and were recognized as expense in the accompanying statements of operations during the periods then ended.  As of June 30, 2015, approximately $250,000 of these awards remains unvested and will be amortized as compensation costs in future years.

Shares of restricted stock granted above are subject to forfeiture to the Company or other restrictions that will lapse in accordance with a vesting schedule determined by our Board.  In the event a recipient’s employment or service with the Company terminates, any or all of the shares of common stock held by such recipient that have not vested as of the date of termination under the terms of the restricted stock agreement are forfeited to the Company in accordance with such restricted grant agreement.

DuringThe following table summarizes restricted common stock activity:

Common stock issued to consultants for services

In May 2015, pursuant to the period ended December 31 2014,terms of certain consulting agreement, the Company issued an aggregate of 1,500,000 shares of its common stock to three new employees of the Company pursuant to their employment agreements (See Notes 3 and 9), 100,000 of which were issued under the Company's stock option and incentive plan (the “2012 Stock Incentive Plan”). Of the 1,500,000 shares of common stock issued, 450,000 shares, valued at $135,000, vested immediately and was recognized as expense during the nine months ended December 31, 2014. The remaining 1,050,000 shares, valued at $315,000, vest over a period ranging from one year to three years. During the nine months ended December 31, 2014, the Company amortized $222,603, of the fair value of the common stock that vested during the period then ended, and recognized such amounts as stock-based compensation in the Company’s statement of operations during the period then ended.

The Company reclassified $149,714 from unvested, unissued common stock to additional paid-in capital relating to the unvested portion of these shares as of March 31,2014, to make its presentation of stockholders’ deficit reflect the transaction more appropriately. There was no net effect on stockholders’ deficit.

Common stock issued to consultant for services

In May 2014, the Company issued 224,047325,000 shares of the Company’s common stock to a consultanttwo consultants as payment for services and recorded an expense of $94,100$115,000 based on the closing market pricefair value of ourthe Company’s common stock onat the date of the issuance.issuance dates. These shares were issued outside of the 2012 Stock Incentive Plan.

In August 2014, the Company issued 147,058 shares of the Company’s common stock to a consultant as payment for services and recorded an expense of $50,000 based on the closing market price of our common stock on the date of the issuance. These shares were issued outside of the 2012 Stock Incentive Plan.

In November and December 2014, the Company issued 142,858 and 277,009 shares, respectively, of the Company’s common stock to a consultant as payment for services and recorded an expense of $50,000 and $100,000, respectively, based on the closing market price of our common stock on the date of the issuance. These shares were issued outside of the 2012 Stock Incentive Plan.

In December 2014, the Company issued 78,948 shares of common stock under the 2012 Stock Incentive Plan to a consultant under the terms of a consulting agreement and recorded an expense of $30,000 based on the closing market price of our common stock on the date of issuance.

6.5. STOCK OPTIONS

Pursuant to the terms of the 2012 Stock Incentive Plan, the exercise price for all equity awards issued under the 2012 Stock Incentive Plan is based on the market price per share of the Company’s common stock on the date of grant of the applicable award.

A summary of the Company’s stock option activity for the ninethree months ended December 31, 2014June 30, 2015 is presented below:

At December 31, 2014,June 30, 2015, options to purchase common shares were outstanding as follows:

During the ninethree months ended December 31, 2014,June 30, 2015, the Company granted to employees options to purchase an aggregate of. 700,000of 1,375,000 shares of the Company’s common stock that expire ten years from the date of grant and have vesting periods ranging from 0 months to 36 months. The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 81.84 %,76.26%, (ii) discount rate of 1.622.19 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years, which is the average of the term of the options and their vesting periods. The total fair value of the option grants to employees at their grant dates was approximately $194,800.$233,000.

During the ninethree months ended December 31, 2014,June 30, 2015, the Company also granted to threetwo consultants options to purchase 250,000an aggregate of 600,000 shares of the Company’s common stock that expire between five and tenthree years from date of grant and have vesting periods ranging from is 0 to 36 months.vested upon grant. The fair value of these options granted to the consultants was estimated using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 81.84 %,107.51%, (ii) discount rate of 2.171.01 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years. The total fair value of the option grants to the consultants at their grant dates was approximately $59,750.$78,000.

During the ninethree months ended December 31,June 30, 2015 and 2014, and 2013, we expensed total stock-based compensation related to vesting stock options of $177,271$119,764 and $868,497, respectively, and the remaining unamortized cost of the outstanding stock options at December 31, 2014June 30, 2015 was $224,880.$158,978. This cost will be amortized on a straight line basis over a weighted average remaining vesting period of 2 years and will be adjusted for subsequent changes in estimated forfeitures. Future option grants will increase the amount of compensation expense that will be recorded.

The intrinsic values of all outstanding and exercisable stock options at December 31, 2014June 30, 2015  were approximately $441,000$130,000 and $419,500, respectively.$130,000, respectively, and $542,000 and $506,000, respectively, at June 30, 2014.

7.6. WARRANTS

At December 31, 2014,June 30, 2015, warrants to purchase common shares were outstanding as follows:

Warrants issued to induce exercise

The purchasers who entered into the Securities Purchase Agreement withWarrants issued in equity financing

In May 2015, the Company granted 5,000,002 Series A warrants, 5,000,002 Series B warrants and 2,500,001 Series C warrants in connection with an offering of the Company’s common stock for cash. Each Series A Warrant has an exercise price of $0.45 per share, was immediately exercisable, and expires on June 25, 2013, werethe five year anniversary of the date of issuance.  Each Series B Warrant has an exercise price of $0.35 per share, was immediately exercisable, and will expire on the nine month anniversary of the date of issuance.  Each Series C Warrant has an exercise price of $0.40 per share, was immediately exercisable, and will expire on the one year anniversary of the date of issuance.  The Company also issued warrantsPlacement Agent Warrants to purchase up to 11,029,416 shares of the Company’s common stock. The warrants were issued in three series of 3,676,472 each and had exercise prices of $0.40, $0.42 (as reset) and $ 0.42 (as reset) per share, respectively, are exercisable immediately upon issuance, and have a term of exercise equal to five years, six months, and nine months, respectively. The Company also issued warrants to purchase up to 294,185400,000 shares of the Company’s common stock to its placement agent in the financing.H.C. Wainwright. The placement agent warrantsPlacement Agent Warrants have an exercise price of $ 0.425$0.375 per share, and a term of five5 years, and are exercisable immediately. During the year ended March 31, 2014, warrants to purchase 3,676,472 shares of common stock were exercised based on a reset

The exercise price of $0.42 per share.

On March 26, 2014, we extended the expiration dateSeries A Warrants granted to the purchasers of the nine-month warrants from March 28, 2014 to September 30, 2014. On September 9, 2014, we offeredOffering includes an anti-dilution provision that allows for the purchasers holdingautomatic reset of the nine-month warrantsexercise price upon any future sale of the right to exercise all of those warrants, for an aggregate of 3,676,472 shares of ourCompany’s common stock, based onwarrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the terms of an early exercise offer wherein such warrants became exercisable at a reduced exercise price of $0.40 per share and new warrants would be issued to such investors, so long as the exercise thereof occurred on or before September 10, 2014. All purchasers acted on the early exercise offer and we issued 3,676,472 shares of our common stock for gross proceeds to us of $1,470,589. We determined that the modification of thecurrent exercise price of the warrants, from $0.42 per share to $0.40 per share should be recorded as a cost to induce the exercise of the warrants. As such, we recognized the difference of $21,218 between the fair value of the warrants before and after the modification as a cost in the accompanying statements of operations for the three and nine months ended December 31, 2014.

In conjunction with the early exercise offer, we issued to the warrant holders who acted on such offer new, replacement warrants to purchase an additional 3,676,472 shares of our common stock. The terms and conditions of the replacement warrants are the same as the terms of the originally issued warrants, except that: (a) the initial exercise date is September 10, 2014 rather than June 28, 2013; (b) the replacement warrants have an exercise term of five years rather than nine months; (c)provided that the exercise price shall not be reduced to less than $0.20 per share.   Additionally, all of the replacement warrants is $0.45 per share (subjectWarrants granted to anti-dilution and other adjustments as described below and a floor exercise price of $0.20 per share); and (d) the replacement warrants and the shares of common stock underlying such warrants are not registered under the Securities Act and are restricted securities. The new warrants are exercisable immediately upon issuance. These replacement warrants also provide for the adjustmentpurchasers of the exercise price and/or number of shares issuable upon exercise thereof in connection with stock dividendsOffering and splits, subsequent rights offerings, pro rata distributions to the Company’s common stockholders and subsequent equity sales by the Company at an effective price lower than the then-current exercise price of the replacement warrants. We determined that the fair value of these replacement warrants at their issue date of $940,549 was recorded as a costplacement agent are subject to induce the exercise of the originally issued nine-month warrants in the accompanying statements of operationsprovision for the three and nine months ended December 31, 2014.

certain fundamental transactions.  In consideration of applicable guidance, the Company has determined that none of the warrants are not considered indexed to the Company’s own stock, since the exercise prices of the warrants are subject to fluctuation based on the occurrence of future offerings or events and are not a fixed amount, and therefore characterizedcharacterizes the fair value of these warrants of $940,549 as a derivative liability upon issuanceliabilities (See Note 4)3).

Warrants issued to employees

On August 25, 2014, we entered into employment agreements with two new employees, pursuant to which, these employees became entitled to receive warrants to purchase an aggregate of 4,400,000 shares of the Company’s common stock. These warrants have an exercise price of $0.30, and a term of ten years from issue date. Vesting terms of these warrants are as follows: (i) warrants to purchase 800,000 shares of common stock vested immediately at their grant date, (ii) warrants to purchase 2,000,000 shares of common stock have vesting terms ranging from one year to three years, and (iii) warrants to purchase 1,600,000 shares of common stock vest upon achievement of certain milestones under the distribution agreement (See Note 9)8). During the ninethree months ended December 31, 2014,June 30, 2015, we

expensed total stock-based compensation related to the vesting of these warrants of $355,742,$77,031, and the remaining unamortizedcost of the outstanding warrants at December 31, 2014June 30, 2015 was $753,498.approximately $196,000.

The aggregate intrinsic value of all of the outstanding and exercisable warrants at December 31,June 30, 2015 and 2014 was $104,000.approximately $0 and $42,000, respectively.

8.7. RELATED PARTY TRANSACTIONS AND LEASE OBLIGATIONS

Advance payment of related party lease

On April 23, 2012, the Company entered into a lease agreement (the “Sutter Lease”) with Sutter Buttes LLC (“Sutter Buttes”), pursuant to which the Company has agreed to lease from Sutter Buttes approximately 1,000 acres of land in Sutter County, California. The Sutter Lease began on May 1, 2012 and the Company paid the aggregate amount of all rent payments thereunder, totaling $250,000, at the commencement of the lease. Sutter Buttes, the landlord under the Sutter Lease, is jointly-owned by Dr. Avtar Dhillon, the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains. The amount of all rent payments under the Sutter Lease of $250,000 was accounted for by the Company as an asset, Advance payment of related party lease, and was amortized over the term of the lease of 24 months. In April 2014, the Company recognized the remaining unamortized advance payment of $10,413 as rent expense related to the Sutter Lease. The Sutter Lease expired on May 1, 2014 and was not renewed and the Company is not renting or leasing the property after the expiration of the lease.

Other relatedRelated party lease obligations

On April 23, 2012, the Company entered into a lease agreement (the “Carlson Lease”) with One World Ranches, LLC (“One World Ranches”), which is jointly-owned by Dr. Avtar Dhillon, the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains, pursuant to which the Company has agreed to lease from One World Ranches certain office and laboratory space located at 5225 Carlson Road, Yuba City, California. The Carlson Lease began on May 1, 2012 and expires on May 1, 2017, and the Company’s rent payments thereunder are $2,300 per month. The Company has paid $1,500 as a refundable security deposit under the Carlson Lease.

On August 18, 2012, the Company entered into a lease agreement (the “Sacramento Lease”) with Sacramento Valley Real Estate, which is jointly-owned by Dr. Avtar Dhillon, the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains, pursuant to which the Company has agreed to lease an apartment located at 33-800 Clark Avenue, Yuba City, California. The Company uses this apartment as an alternative to renting hotel rooms for management use since several of our managers are not resident in Yuba City. The month to month lease began on August 20, 2012 and the Company’s rent payment is $1,000 per month. On August 22, 2012, the Company paid $1,000 as a refundable security deposit under the Sacramento Lease.

Aggregate payments under the above leases for the ninethree months ended December 31,June 30, 2015 and 2014 were $10,900 and 2013 were $40,850 and $115,250,$20,317, respectively.

9.8. DISTRIBUTION AND LICENSE AGREEMENTS

On August 25, 2014, as amended on August 12, 2015, we entered into a distribution agreement with Qualipride International (“Qualipride”), a stevia supplier located and organized in the People’s Republic of China, under which we became the exclusive worldwide distributor of Qualipride’s stevia products and acquired Qualipride’s customer list. Pursuant to the distribution agreement, Qualipride will supply products to the Company at its cost, plus up to 2% for handling costs and up to a 5% sales commission. We are obligated to hire and train sales personnel or appoint representatives to introduce, promote, market and sell Qualipride’s products worldwide. In addition, we must file a “generally recognized as safe” notice with the U.S. Food and Drug Administration for one or more of Qualipride’s stevia products prior to August 18, 2015.14, 2016.  The Company will account for such costs as such sales are made, or such other direct costs are incurred. During the nine months ended December 31, 2014, neither any sales were made nor other direct cost were incurred pursuant to the terms of the distribution agreement.

Concurrently, we also entered into a license agreement with Qualipride, Mr. Dong Yuejin and Mr. Guo Yuxiao, in which we obtained an exclusive license outside China to use Qualipride’s proprietary methods and designs for stevia extraction and purification facilities. Pursuant to the license agreement, as amended on August 12, 2015, we must obtain financing of at least $2.55 million prior to August 18, 201514, 2016 or the license granted to us will terminate, which funds we intend would be used to build a stevia extraction and purification facility in California. The license agreement also requires us to make payments to Qualipride of up to $700,000 upon securing required financing and achievement of certain other milestones, in addition to royalty payments of between $1.00 and $2.00 for each kilogram of certain specified stevia extracts produced at a California stevia production facility that is designed using the methods subject to the license grant. The Company will account for the costs of such license and obligation once such financing has been received.  During the ninethree months ended December 31, 2014,June 30, 2015, the Company did not receive any financing pursuant to the terms of the license agreement.

Concurrently with such arrangements, we also entered into employment agreements with Mr. Dong and Mr. Guo.  Under the employment agreements, in addition to their base salaries, Mr. Dong and Mr. Guo are entitled to receive an aggregate of 2,400,000 restricted shares of our common stock (see Note 5) and warrants to purchase up to an aggregate of 4,400,000 shares of our common stock (see Note 7).stock.  An aggregate of 400,000 shares of our restricted common

stock and warrants to purchase up to an aggregate of 800,000 shares of our common stock vested immediately upon issuance.  An aggregate of 1,000,000 shares of our restricted common stock and warrants to purchase up to an aggregate of 2,000,000 shares of our common stock have vesting terms ranging from one to three years. An aggregate of 1,000,000 shares of our restricted common stock will be issued and warrants to purchase up to an aggregate of 1,600,000 shares of our common stock will vest once we achieve certain milestones, including reaching more than $5 million in annual revenue and the planned California stevia extraction and purification facility becoming operational and meeting certain technical performance specifications. The Company will account for the costs of the 1,000,000 shares of common stock and warrants to purchase up to an aggregate of 1,600,000 shares of common stock, at the time their issuance becomes probable. During

9. SUBSEQUENT EVENTS

In July 2015, we issued a total of 310,000 shares of our common stock to two consultants in exchange for services valued at $107,500.

On August 12, 2015, the period ended December 31, 2014, no such milestones were met.Company entered into agreements to amend the distribution agreement and the license agreement with Qualipride (see Note 8) extending certain deadlines in these agreements to August 14, 2016.  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used in this discussion and analysis and elsewhere in this Quarterly Report, the “Company”, “we”, “us” or “our” refer to Stevia First Corp., a Nevada corporation.

Cautionary Statement

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Unaudited Condensed Financial Statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report. The information contained in this Quarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended March 31, 20142015 filed on June 30, 2014,25, 2015, and the related audited financial statements and notes included therein.

Certain statements made in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “intend,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “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, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These risks and uncertainties include: general economic and financial market conditions; our ability to obtain additional financing as necessary; our ability to continue operating as a going concern; any adverse occurrence with respect to our business or plan of operations;or; results of our research and development activities that are less positive than we expect ; our ability to bring our intended products to market; market demand for our intended products; shifts in industry capacity; product development or other initiatives by our competitors; fluctuations in the availability of raw materials and costs associated with growing raw materials for our intended products; poor growing conditions for the stevia plant; other factors beyond our control; and the other risks described under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on June 30, 2014.25, 2015.

Although we believe that the expectations and assumptions reflected in the forward-looking statements we make are reasonable, we cannot guarantee future results, levels of activity or performance. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed by any forward-looking statements. As a result, readers should not place undue reliance on any of the forward-looking statements we make in this report. Forward-looking statements speak only as of the date on which they are made. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Company Overview

We were incorporated in the State of Nevada on June 29, 2007 under the name Legend Mining Inc. On October 10, 2011, we completed a merger with our wholly-owned subsidiary, Stevia First Corp., whereby we changed our name from “Legend Mining Inc.” to “Stevia First Corp.” Also on October 10, 2011, we effected a seven for one forward stock split of authorized, issued and outstanding common stock. As a result, our authorized capital was increased from 75,000,000 shares of common stock with a par value of $0.001 to 525,000,000 shares of common stock with a par value of $0.001, and issued and outstanding shares of common stock increased from 7,350,000 to 51,450,000. In February 2012, we substantially changed our management team, added other key personnel, and began leasing laboratory and office space and land in California and since then we have been pursuing our new business as an agricultural biotechnology company engaged primarily in developing novel methods and technologies for industrial production of stevia, using such methodsalong with discovery and technologies to develop, obtain approval fordevelopment of additional food and commercialize one or more stevia extract products, and exploring and commercializing additional research applications for such methods and technologies.nutritional products.

Plan of Operations

As

Business Overview

The 21st century to date has seen a focus on health and sustainability and related trends, including efforts to reduce sugar consumption and to stem our global epidemics of diabetes and obesity. At the date of this report,same time, new technologies that combine software with the life sciences, often through biotechnology, are becoming more widely available and accessible to physicians, researchers, and consumers. Through our focus on harnessing these new technologies and tools, and applying them to key challenges within the food, nutrition, and healthcare industries, we believe we have not yetthe potential to build a growing business and to enable development of far healthier food and nutritional products.

We are an agricultural biotechnology company that currently devotes most of our resources to research and development of new products and technologies, but we are currently seeking to commercialize stevia products, research products, as well as other food and nutritional products that are related to metabolic health.  During the three months ended June 30, 2015, we generated or realized significant$61,915 in revenues from our business operations, andalthough we do not expect to generate significant amounts of cash from our operations forin the foreseeableimmediate future. We had a net loss for the nine months ended December 31, 2014 of $3,205,627, and we had stockholders’an accumulated deficit as of December 31, 2014June 30, 2015 of $491,430.$895,754. As described further under the heading “Liquidity and Capital Resources” below,in more detail elsewhere in this annual report, we will need significant additional funding to support our operations and business plans and we have no commitments for future capital. The continuation of our business is dependent upon our ability to obtain loans or sell securities to new and existing investors or obtain capital from other alternative sources. In their report on our annual audited financial statements for the fiscal year ended March 31, 2014,2015, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern, which means there is substantial doubt that we can continue as an on-going business unless we obtain additional capital or generate sufficient cash from our operations.

Our long-term strategyApproach: Reinventing Human Nutrition

We are an agricultural biotechnology company that is dedicated to developing and commercializing dramatically healthier food and nutrition products.   Stevia is a zero-calorie alternative sweetener that is enabling sugar reduction within mainstream food and beverage products.   We are developing proprietary stevia processing technologies in order to increase its global supply, and intend to sell stevia at an industrial scale directly to multinational food, beverage, and ingredient companies. We are also developing and using a novel bioinformatics platform that relies on artificial intelligence algorithms in order discover novel genes and gene combinations related to longevity, which can be used to develop medical interventions for common age-associated diseases.  We are primarily seeking to commercialize food and nutritional products that may be used in order to prevent diabetes, obesity, and other metabolic disorders, and are seeking to commercialize our technologies through licensing arrangements, strategic partnerships, and/or joint ventures.   

Our primary research and development operations are in California, with work performed internally by our scientific team and through a network of scientists and engineers who serve as our consultants. Our research and development activities are intended to harness “breakthrough technologies”, which we define as technologies that may not have existed as recently as a decade ago but have now become available and widely accessible and have the potential to provide solutions and commercial opportunity across diverse end markets and industries. We currently focus on breakthrough technologies that lie at the intersection of software and the life sciences within the biotechnology field.

Through our use of these breakthrough technologies, we are developing the following proprietary technologies related to stevia and beyond: 1) fermentation technologies for stevia, through enzymatic enhancementmore broadly to key applications within the food, nutrition, and microbial fermentation, 2) methods for mechanized leaf production and stevia leaf processing that could be implemented at facilities in California, and 3) a bioinformatics platform that uses artificial intelligence and machine learning algorithms, which could enable us to develop novel product formulationshealthcare industries:

In order to capitalize on the research and development efforts described above, we intend to build commercial operations that provide us with the ability to sell food and nutrition products and related services, or to enter into licensing arrangements, strategic partnerships, and/or joint ventures to achieve increased sales and revenue.  Our primary commercialization efforts today are directed at sales of stevia products to multinational food, beverage, and ingredient companies.  We are currently pursuing development and commercialization of additional functional food and nutritional products, especially ones that complement stevia and may also be useful for prevention of diabetes and weight management.  We also currently market and sell research products in operations that began in 2014 and include the assets purchased from Percipio Biosciences, Inc. (“Percipio”), which we believe is a natural outgrowth of our team’s focus on harnessing new tools and technologies within our research and development operations. 

Our long-term business goals include developing and building the following commercial operations in order to capitalize upon our research and development activities, our proprietary technologies related to human healthproduction of stevia and metabolism. other natural products, and our technologies that may be useful for additional applications within the food, nutrition, and healthcare industries:

In furtherance of these long-term business goals, we expect to focus on the following activities during the remainder of calendar year 2015 all as resources permit:and calendar year 2016:

Our Operations

Our present activities consist of research and development effortsoperations are focused on harnessing breakthrough technologies for increasing global stevia production and developing additional applications, combined withfood and nutrition products, while solving key challenges for the food, nutrition, and life sciences industries.  Our commercial operations that seek to develop and commercializemarket stevia products primarily in North America, as well as to market and other potentialsell research products including research tools.and tools to life science researchers.  The below descriptions of our planned operations include expected expenditures for various activities, some of which may depend on our ability to obtain additional funding, if available, and all of which are estimates based on current expectations and assumptions and could prove to be wrong. See “Liquidity and Capital Resources” in Item 7 of this annual report.

Research and Development ActivitiesOperations

We currently employ four full-timethree Ph.D.-level scientists who conduct and manage our internal research and development activities and staff, and we have retained fiveseven additional scientists and engineers who act as consultants and perform research and development work independently through their own laboratory facilities.facilities and offices. Internal research and development work is primarily conducted at our headquarters in Yuba City, California, which contains more than 3,000 square feet of research and development space. These facilities include a laboratory, greenhouse, and workshop, a food-grade pilot production facility, and a diverse array of equipment, including bioreactors, laboratory automation setups, pilot processing facilities,units, and other equipment related to agriculture, molecular biology,bioprocessing, bioinformatics, analytical chemistry, process engineering, and food science.

During the next 12 months, following the date of this report, we are planning for total research and development expenditures of approximately $1,000,000$250,000 or more, although these plans are dependent on additional funding being available on acceptable terms.more. These activities include scale-up and process optimization of our proprietary enzyme enhancement process for stevia fermentation processes,as well as conduct of additional stevia field trials,trials.  We also are continuing to develop a bioinformatics platform geared towards discovery of novel genes and naturalgene combinations related to human health and longevity.  Internal analysis so far has yielded potentially valuable results, including identifying specific gene combinations linked to extremely long human lifespan within the supercentenarian population, and our next steps will center on more fully understanding why these gene combinations contribute to improved health, and to use this knowledge to develop novel functional food or nutritional products that influence human health and metabolism, development of a bioinformatics platform that utilizes machine learning algorithms, and testing and development of consumer products, including functional beverages and nutraceuticals that may be useful for prevention of diabetes and obesity.the same genetic pathways.  

We believe that our long-term commercial success and profit potential depends in large part on our ability to develop, advance and apply novel technologies to stevia production and other food, nutrition, and life sciences applications more quickly, efficiently and effectively than our competitors, and also on our ability to obtain and enforce patents, maintain protection of trade secrets, and operate our business without infringing the proprietary rights of third parties. As a result, we are dedicated to the continued development and protection of our intellectual property portfolio and expect to spend some of our research and development expenditures on intellectual property protection and development.portfolio.

Stevia Commercialization Arrangements with Qualipride

In AugustSeptember 2014, we entered into an exclusive distribution agreementdefinitive agreements with Qualipride International (“Qualipride”), a stevia supplier based in China whose management has actedwith access to annual stevia supply greater than 1,000 metric tons, in an advisory capacityorder to accelerate the commercialization of our company since 2012. Under thestevia products and technologies.  We entered into a definitive distribution agreement we arethat is intended to result in our Company substantially taking over Qualipride’s stevia sales and distribution business, by becomingand entered into a definitive license agreement that provides us an exclusive license outside China to use their proprietary facility designs for stevia extraction and purification, and initiated plans for the exclusive worldwide distributorconstruction of the first dedicated stevia processing facility in California. Most Qualipride sales are currently domestic sales within China, and we are focused on the expansion of Qualipride’s stevia productscustomer base, primarily in North

America.  However, we are in the process of opening a wholly-owned subsidiary in China in order to finance research and acquiring Qualipride’s customer list.development operations within China and to act as a local reseller there, if it becomes desirable to do so.  Pursuant to the distribution agreement, Qualipride will supply products to us at cost, plus up to 1.5%we must file for handling costs and up to a 5% sales commission. Additionally, we are obligated to hire and train sales personnel or appoint representatives to introduce, promote, market and sell Qualipride’s products worldwide. Further, the distribution agreement requires that we file a “generally recognized as safe” notice with the FDAGRAS designation for one or more of Qualipride’s stevia products prior to August 18, 2015. In conjunction with the distribution agreement, we entered into a license agreement with Qualipride pursuant to which Qualipride has granted to us an exclusive license outside China to use Qualipride’s proprietary methods and designs for stevia extraction and purification facilities.14, 2016.  Pursuant to the licenselicensing agreement, we must obtain financing ofbe financed with at least $2.55 million prior to August 18, 2015 or14, 2016 in order to retain exclusive rights to the license granted to us will terminate.proprietary stevia processing facility designs. These funds would be used primarily to finance equipment for the facility’s construction of a stevia extraction and purification facility in California and we expect to obtain such fundfunds primarily through debt or equity financing. Upon securing such funding and achieving certain other milestones,financing, provided that the license agreement requires usCompany receives signed commitments from major stevia customers to make payments to Qualipride of up to $700,000. Additionally,purchase output from the license agreement requires that we pay Qualipride royalties of between $1.00 and $2.00 for each kilogram of certain specified stevia extracts produced at aproposed California stevia production facility that is designed using the methods subject to the license grant.processing facility. 

Qualipride and its affiliated suppliers and equipment providers are mostly private companies based in China. As a result, it may be difficult to enforce our contractual arrangements with Qualipride unless we are also operating in China. Any pursuit of operations in China, whether directly or through a subsidiary, would involve significant risks. In addition, there are other risk factors that apply to our arrangements with Qualipride that may influence our ability to achieve milestones within the timeframes required by these arrangements or at all. Please see the risk factors included in our Annual Report on Form 10-K filed with the SEC on June 30, 2014.

Commercial Operations

Our present commercialbusiness operations are primarily directed at industrial production of stevia and achieving sales of stevia products to multinational food, beverage, and ingredient companies. Althoughcompanies in North America.  We are focused on selling products through business-to-business arrangements or partnerships with multinational companies, although we previously plannedwill also seek to market our own steviacertain products directly to consumers we have determined instead to focus our effortsincluding stevia and resources primarily on commercialization through partnerships with multinationalother functional food and beveragenutraceuticals that may be useful for prevention of diabetes and ingredient companies and other large commercial purchasers of stevia. We have also recentlyweight management.  In 2014, we initiated a research products business, which we own and operate, but which is branded as SF Biosciences, which will provideand that provides a sales channel for certain research products and tools that we have developed, as well as new commercialization opportunities related to new technologies and trends that are of strategic interest to us.

Our commercial operations include our pursuit of stevia extract production through our enzyme enhancement process that uses fermentation. We will need to achieve additional operational milestones in order to pursue this process at industrial scale, including, without limitation, additional process development and optimization, additional scale-up for commercial production, regulatory approvals for processing facilities, securing customer orders, securing adequate supplysales of low-grade stevia extract to use as starting material or feedstock,multinational food and regulatory approvals for our planned first stevia product, a high purity stevia extract. We are currently targeting initial annual production capacity of 200 tons of high purity stevia extract using these processes, and we currently estimate these milestones could be achieved and required regulatory approvals could be obtained in calendar year 2015.

We are currently in the process of integrating Qualipride’sbeverage companies focused mainly on North America.  Our sales and distribution business withoperations provide North American stevia sales, marketing, and quality control support, and also provide a distribution channel for any food and nutrition products made internally using our existing operations, including considering sources for financing needednovel bioprocessing methods.  We are focused mainly on business-to-business sales but we may also perform some direct-to-consumer marketing of these products.  We expect to adequately capitalizespend approximately $75,000 in the businessnext 12 months on product marketing and to source inventory to fill customer orders. We intend to leverage thisfurther integration of the Qualipride sales and distribution business, with our current California operations to provide North American sales, marketing, quality control, and applications support and to provide a selling avenue for stevia products we make using our proprietary fermentation methods. We expect initial efforts to integrate the sales and distribution business and purchase inventory to fulfill initial customer orders may require initial capitalization by us of approximately $500,000, which will require additional debt or equity financing, and which may require the Company to manage and conduct certain operations in China either directly or through a wholly-owned subsidiary.

We hopeare currently optimizing a proprietary enzyme enhancement process for stevia, and will likely need to designachieve additional operational milestones in order to realize sales from this process, including demonstrating implementation of the process at industrial scale, additional process optimization results, and construct oneobtaining regulatory approvals for Reb A derived from the process.  We currently estimate that completion of these milestones and initial commercialization of stevia extract using enzyme enhancement processes would require approximately $100,000 of additional investment if we commercialize the product through a contract manufacturer or morestrategic partner.  We currently estimate that regulatory approval of this product will be obtained in 2015.   In addition, we are planning construction of the first dedicated stevia leaf processing facilitiesfacility in California, that canwhich is designed to produce at least 150 metric tons of stevia extract annually, and also have the flexibility to support additional production capacity that could be used to produce stevia usingimplement our proprietary fermentationbioprocessing methods.  In designing and constructing such aThe planned facility we plan to use the latest methods and equipment for stevia extraction and purification facilities that have been developed by Qualipride, which we have obtained an exclusive license to use outside of China. We also plan to collaborate with Qualipride’s staff in order to procure necessary equipment in connection with designing and constructing such a facility. We intend to build upon these methods in order to construct a California facility that iswould be technologically advanced and a leadercould lead the stevia industry in terms of energy efficiency, water conservation, and overall product quality. We have not yet finalized a site design for the facility, nor have we acquired rights to land on which the facility would be built, and we currently estimate finalized design and construction costs, excluding costs to acquire land on which the facility would be built, will becost $4,000,000 or more and span 10-14 months. We do not planintend to pursue construction plans unless we are able to obtain funding for these activities primarily or entirely through long-term debt financing equity financing or other similar means on favorable terms, whichand until after we may never be able to do. Related to the construction of this facility, we also plan to pursue additionalreceive signed commitments from stevia field trials and field operations in California in calendar year 2015,buyers in order to help build and coordinate a network of local growers who can provide adequate leaf supply to fillpurchase output from the capacity of theproposed California facility. We ultimately aim for this grower network to include 1,000 acres or more of local leaf production that will be managed and financed primarily by local growers in California’s Central Valley.

Our commercial operations also include oura research products business, which entails our commercialization of life sciences research products and tools, that we developsome of which are also used within our own research and use in our stevia productiondevelopment activities.  We initiated these commercial operations in 2014 through the brand name SF Biosciences. In May 2014 we acquiredupon acquiring certain product assets, and customer relationships, and certain rights to molecular biology research products to facilitate the initiation of this research products business, and commenced operations with initial sales of research products. We expect to spend approximately $25,000 on additional sales and marketing efforts for these research products during the remainder of our 2015 fiscal year.

We will need to raise additional funds in order to continue operating our business and pursue and execute our planned research and development activities and commercial operations. We expect that we will seek such funding through equity and debt financings with our existing stockholders and other qualified investors or through alternative sources. We do not have any commitments for any future financing and sources of additional funds may not be available when needed, on acceptable terms, or at all.

Over the 12 months following the date of this report, we aim to increase the scale of our research and development activities and commercial operations. As of FebruaryAugust 13, 2015, we had nineseven full-time employees.employees and one part-time employee. Total expenditures over the 12 months following December 31, 2014,June 30, 2015, are expected to be approximately $2,000,000. We expect to have sufficient funds to operate our business for at least the 9 months after December 31, 2014.June 30, 2015. However, our estimate of total expenditures could increase if we encounter unanticipated difficulties. In addition, our estimates of the amount of cash necessary to fund our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect. If we cannot raise the money that we need in order to continue operating and/or advance our business, we will be forced to delay, scale back or eliminate some or