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 |
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. | ||||||||||||||||||||
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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, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 333-170128
AAA BEST CAR RENTAL INC.(Exact name of registrant as specified in its charter)
Nevada | 27-3038945 | |||||||||||||||||||
(State or |
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(IRS Employer Identification |
351 E 16th Street,Paterson, NJ 07524(973) 851-6863
(Address and telephone number of principal executive offices)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes [X ] No[ ]
1 |Page
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
37 Bannisters Road, Corner Brook, Newfoundland, Canada | A2H 1M5 | |
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(709) 660-3056 | ||||||||||||||||||||
(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 |
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 |
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 |
PART I – FINANCIAL INFORMATION | 3 | |||
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AAA BEST CAR RENTAL INC (A Development Stage Company) Balance Sheets | ||||||||||||
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Assets | ||||||||||||
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Current Assets |
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| Cash | $ | 3,868 | $ | 8,354 | |||||||
| Prepaid Expenses |
| 3,336 |
| 5,836 | |||||||
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Total Current Assets |
| 7,204 | 14,190 | ||||||||
Total Assets |
| $ | 7,204 | $ | 14,190 | |||||||
Liabilities and Stockholders’ Equity | ||||||||||||
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Current Liabilities |
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| Loan from Director | $ | 12,617 | $ | 1,117 | |||||||
| Accounts Payable |
| - |
| 238 | |||||||
| Total Current Liabilities |
| 12,617 | 1,355 | ||||||||
Total Liabilities |
| 12,617 |
| 1,355 | ||||||||
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Stockholders’ Equity |
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| Common stock, $0.001par value, 75,000,000 shares authorized; |
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| 10,400,000 shares issued and outstanding |
| 10,400 |
| 10,400 | |||||||
| Additional paid-in-capital |
| 21,600 |
| 21,600 | |||||||
| Deficit accumulated during the development stage |
| (37,413) |
| (19,165) | |||||||
Total stockholders’ equity (deficit) |
| (5,413) |
| 12,835 | ||||||||
Total liabilities and stockholders’ equity | $ | 7,204 | $ | 14,190 | ||||||||
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The accompanying notes are an integral part of these financial statements. |
4 |Page
AAA BEST CAR RENTAL INC (A Development Stage Company) Statements of Operations (Unaudited) | ||||||||||
| Three months ended October 31, 2011 |
| Three months ended October 31, 2010 |
| From Inception On April 30, 2010 to October 31, 2011 | |||||
| Revenue | $ | - | $ | - | $ | 1,150 | |||
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Operating Expenses |
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General and Administrative Expenses |
| 15,475 |
| 5,848 |
| 31,053 | ||||
Transfer Agent Fees |
| 2,773 |
| - |
| 6,937 | ||||
Total Operating Expenses |
| 18,248 |
| 5,848 |
| 37,990 | ||||
| (Loss) Before Other Expenses |
| (18,248) |
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| (37,990) | |||
| Other Expense |
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| Depreciation |
| - |
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| (135) | |||
| (Loss) on sale of fixed assets |
| - |
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| (442) | |||
Net (loss) | $ | (18,248) | $ | (5,848) | $ | (37,413) | ||||
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(Loss) per common share – Basic and diluted | $ | (0.00) | $ | (0.00) |
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Weighted Average Number of Common Shares Outstanding | 10,400,000 | 8,000,000 |
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The accompanying notes are an integral part of these financial statements. | ||||||||||
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AAA BEST CAR RENTAL INC (A Development Stage Company) Statements of Cash Flows (Unaudited) | ||||||
| Three months ended October 31, 2011 | Three months ended October 31, 2010 | From Inception On April 30, 2010 to October 31, 2011 | |||
Operating Activities |
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| Net (loss) for the period | $ (18,248) | $ (5,848) | $ (37,413) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Depreciation expense | - | - | 135 | ||
| Loss on sale of fixed assets | - | - | 442 | ||
| Changes in operating assets and liabilities: |
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| Accounts payable | (238) | - | - | ||
| Prepaid expenses | 2,500 | - | (3,336) | ||
| Net cash (used) for operating activities | (15,986) | (5,848) | (40,172) | ||
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Investing Activities |
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Proceed from sale of fixed assets | - | - | 600 | |||
Cash paid for purchase of fixed assets | - | (1,177) | (1,177) | |||
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Net cash (used) for investing activities | - | (1,777) | (577) | |||
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Financing Activities |
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| Loans from Director | 12,500 | - | 13,617 | ||
| Repayment of Loan to Director | (1,000) | - | (1,000) | ||
| Sale of common stock | - | - | 32,000 | ||
| Net cash provided by financing activities | 11,500 | - | 44,617 | ||
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Net increase (decrease) in cash and equivalents | (4,486) | (7,025) | 3,868 | |||
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Cash and equivalents at beginning of the period | 8,354 | 7,984 | - | |||
Cash and equivalents at end of the period | $ 3,868 | $ 959 | 3,868 | |||
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| Supplemental cash flow information: |
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| Cash paid for: |
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| Interest | - | - | - | ||
| Taxes | - | - | - | ||
Non-Cash Activities | - | - | - | |||
| The accompanying notes are an integral part of these financial statements. |
6 |Page
AAA BEST CAR RENTAL INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
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.
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Consolidated Balance Sheets | 5 |
Consolidated Statements of Operations | 6 |
Consolidated Statements of Cash Flows | 7 |
Notes to the Consolidated Financial Statements | 8 |
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 |
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 |
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 |
NOTE 2 - GOING CONCERN
TheStevia plants.
concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
2. | Summary of Significant Accounting Policies |
a) | Basis of Presentation |
Cash and Cash equivalents
For purposes of Statement of Cash Flows the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.
Development Stage Company
The CompanyCompany’s fiscal year end is considered a development stage company, having limited operating revenues during the period presented, as defined by Accounting Standards Codification ASC 915-205 “Development-Stage Entities”. ASC 915-205 requires companies to report their operations, shareholders equity and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things.
Use of Estimates and Assumptions
July 31.
b) | Use of Estimates |
7 |Page
AAA BEST CAR RENTAL INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2011 (unaudited)
Foreign Currency Translation
The Company's functional currencyCompany regularly evaluates estimates and its reporting currency is the United States dollar.
Fair Value of Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 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 significantassumptions related to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for thedeferred income tax 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
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, accounts payable and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Income Taxes
allowances. The Company providesbases 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 income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requiresmaking judgments about the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basescarrying values of assets and liabilities and the tax ratesaccrual 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.
ASC 740 requires the reductionUS dollars)
a) | Interim Consolidated Financial Statements |
b) | Cash and cash equivalents |
cash equivalents.
c) | Prepaid expenses and deposits |
8 |Page
AAA BEST CAR RENTAL INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2011 (unaudited)
Basicclassified prepaid expenses and Diluted Loss Per Share
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 |
e) | Financial Instruments |
Long-Lived Assets
The Company has adopted Accounting Standards Codification No. 360 (“ASC-360”). The Statement requires that long-lived assetsuse of observable inputs and certain identifiable intangibles held and used byminimize the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amountuse of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, orunobservable inputs when measuring fair value. ASC 820 establishes a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment infair value be indicated, the carrying value of intangible assets will be adjusted,hierarchy based on estimatesthe level of future discounted cash flows resulting fromindependent, objective evidence surrounding the use and ultimate disposition of the asset. ASC-360 also requires assetsinputs used to be disposed of be reported at the lower of the carrying amount ormeasure fair value. A financial instrument’s categorization within the fair value less costs to sell.
Stock-based Compensation
The Company records stockhierarchy is based compensation in accordance withupon the guidance in ASC Topic 718 which requires the Company to recognize expenses relatedlowest level of input that is significant to the fair value of its employee stock option awards. This eliminates accountingmeasurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Revenue Recognition
The Company will recognize revenue(less active markets); or model-derived valuations in accordance with Accounting Standards Codification No. 605, REVENUE RECOGNITION ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenuewhich significant inputs are observable or can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3)derived principally from, or corroborated by, observable market data.
2. | Summary of Significant Accounting Policies (continued) |
f) | Financial Instruments (continued) |
Advertising
The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the period ended October 31, 2011.
9 |Page
AAA BEST CAR RENTAL INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2011 (unaudited)
Recent accounting pronouncements
In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive incomevaluation methodology that are reclassifiedsignificant to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.
In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2measurement of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. The Company does not expect that the guidance effective in future periods will have a material impact on its financial statements.
In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal yearassets or liabilities.
In January 2010, the FASB issued an amendmentcash, bank indebtedness, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurementsof 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 separately present information regarding purchase, sale, issuance,respective maturity dates or durations.
g) | Comprehensive Loss |
h) | Recent Accounting Pronouncements |
NOTE 4 - COMMON STOCK
j) | Foreign Currency Translation |
On July 16, 2010,the financing agreement, the Company issued 8,000,000also entered into a securities purchase agreement with Fairhills. Pursuant to the securities purchase agreement, Fairhills purchased 312,500 shares of common stock at a price of $0.001 per share, to its sole Director, for total cash proceeds of $8,000.
In April and May 2011, the Company issued 2,400,000 shares of common stock at a price of $0.01$0.24 per share for total cash proceeds of $24,000.
$75,000.
During
NOTE 5 – DUE TO RELATED PARTY
As of October 31, 2011 the loan due to Director is $12,617 ($1,117 at July 31, 2011)additional shares. Due to the Company. The amount is due on demand, non-interest bearing and unsecured.
NOTE 6- ASSETS
On October 2nd, 2010Company’s stock has decreased since the date of the Share Purchase Agreement, the Company purchasedhas recorded a car for $1,177. On June 29, 2011 the Company sold a car for $600. The loss on saleliability of fixed assets was $442 due$75,000 relating to the salestock price being lower thanprotection provision.
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. |
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. |
Consolidated Financial Statements
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. |
NOTE 7- SUBSEQUENT EVENTS
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. |
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. |
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. |
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. |
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FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
be used in agricultural production, and more specifically in the cultivation and propagation of Stevia plants. us to repay any difference resulting from the stock price protection provision in cash or with the issuance of additional shares. Operations 2011. 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.ITEMMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONGENERALAAA Best Car Rental Inc. wasManagement's Discussion and Analysis of Financial Condition and Results of Operations2010.2010 under the name AAA Best Car Rental Inc. We planplanned to offer discounted car rental services. 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 will offer used domestic cars for rentmaintain our business offices at 37 Bannisters Road, Corner Brook, Newfoundland, Canada, A2H 1M5, and our telephone number is (709) 660-3056.clients such as - Ford Taurus, Ford Focus , Buick Le Sabre , Chrysler Sebring, Chevrolet Impala, Chevrolet Lumina , Chevrolet Malibu, Chrysler Neon. 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.we are planningeffective March 5, 2012, our authorized capital increased from 75,000,000 shares of common stock to have domestic minivans such as Dodge Caravan, Plymouth Voyager. The cars and minivans will be in range200,000,000 shares of 8-10 years oldcommon stock, par value of $0.001.80.000-100.000 mileage. The vehicles will be purchased at wholesale auctions at price range of $2,000-$3,000. Our sole officer and director expects to devote approximately twenty hours per week to us on going forward basis. Our revenue source will be from renting our cars to potential customer and from reselling insurance.Since inception through October 31, 2011, the Company has generated $1,150 in revenue and has accumulated losses of $37,413.CLIENTSWe will service clients who don’t have good credit history and sufficient down payment to qualify for financing to purchase their own car and can’t afford high rates of conventional car rental companies. We planbusiness, on January 4, 2012, in conjunction with a change in control, we changed our business focus to obtainthe business of the cultivation, development and post-harvest processing of stevia plants for use as a sweetener. On March 9, 2012, our clients from referrals from local body shops, car towing companieswholly owned subsidiary, Mighty Mekong Agro Industries Co., Ltd., entered into and car insurance companies. Body shops will refer clients to us while their car is being worked onclosed a lease agreement with Sara Ramany, a resident of Cambodia, for the lease of 20 hectares of land in the shop. Car towing companies will refer clientsKampong Speu Province of the Kingdom of Cambodia. The land is intended to us whose car is being towed due to being unoperatable. Insurance companies can refer clients to us when they need to provide a replacement vehicle to their clients after an accident.REFERRAL CONTRACTS/VERBAL AGREEMENTSgoalinitial plan of operation is to form relationshiporganize 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.local body shops, insurance companies,Atlantic and with other rental companies. Relationships with other rental companies are helpful in case we run out of rental cars, we can refer our clients to themPacific Communications Ltd., a company controlled by director and vice versa—result is good customer service and getting additional referrals. We have executed Car Rental Referral Agreement with following auto body repair shops: 1) OCUA Auto of Paterson NJ . 2) D&B Auto Repair of Paterson NJ.11 |PageWe also have verbal agreements with following companies:1. S & Sam auto body shop of Lodi, NJ;officer Brian W. Dicks, whereby the body shop will refer its customers to us in return of 10% referral fee commission.2. M& S Towing of Saylorsburg, PA; whereby the company will tow our disabled car to our location in Paterson on $30/hour basis.3. GPS Services of LANDAIRSEA of Woodstock, IL whereby the companyMr. Dicks has agreed to sellprovide 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.GPS devicesto Fairhills Capital will total $75,000.our vehicles.OperationMonth PeriodMonths Ended October 31, 20112012 Compared to the Three Month PeriodMonths Ended October 31, 2010. 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 2011 was $18,2482012 compared to a net loss of $5,84810,400,000 for the three month period ended October 31, 2010. During the three month periods ended2011.20112012Working Capital Current Assets $ 11,277 $ 30,798 Current Liabilities $ 160,023 $ 63,316 Working Capital $ (148,746 ) $ (32,518 ) 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 ) 2010 we have not generated any revenue.2011, we incurred general and administrative expenses $15,4752012, our company used cash of $111,555 for operating activities as compared to $5,848use 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.2010. General2011. The proceeds received included proceeds received from a director and administrative fee expenses incurred during the three month periods ended October 31, 2011 and 2010 were generally related to corporate overhead, financial and administrative contracted services.The weighted average number of shares outstanding was 10,400,000 and 8,000,000proceeds received for the three month period ended October 31, 2011 and 2010 respectively.Liquidity and Capital ResourcesThree Month Period Ended October 31, 2011 As at October 31, 2011, our total assets were $7,204 compared to $14,190 in total assets at July 31, 2011. Total assets were comprised of $3,868 in cash and $3,336 in prepaid expenses. As at October 31, 2011, our current liabilities were $12,617. Current liabilities were comprised of $12,617 in loan from director.Stockholders’ deficit was $5,413 as of October 31, 2011 compare to stockholders' equity of $12,835 as of July 31, 2011. Cash Flows from Operating ActivitiesWe have not generated positive cash flows from operating activities. For the three month period ended October 31, 2011, net cash flows used in operating activities was $15,986. Net cash flows used in operating activities was $5,848 for the three month period ended October 31, 2010.Cash Flows from Investing ActivitiesFor the three month period ended October 31, 2011, the Company has not generated any cash flows from investing activities.12 |PageCash Flows from Financing ActivitiesWe have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three month period ended October 31, 2011, Net cash provided by financing activities was $11,500 received from Director's loan. For the period from inception (April 30, 2010) to October 31, 2011, net cash provided by financing activities was $44,617 received from proceeds from issuance of common stock and loan from director.Plan of Operation and FundingWe expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. shares. lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.Off-Balance Sheet ArrangementsAs of the date of this Quarterly Report, we do not have any 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.to investors.Going ConcernThe independent auditors' review report accompanying our July 31, 2011 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Thedifferences between the estimates and the actual results, future results of operations will be affected."assuming that we will continueon 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 going concern," which contemplates that we will realize ourfull year or for any future period.satisfy oursecurity deposits held for periods longer than one year as long-term assets.commitmentsamounts 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.ordinary coursefinancial statements. As of business.13 |PageITEMOctober 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.
No report required.
ITEMQuantitative and Qualitative Disclosures About Market Risk
Our management is responsible for establishingControls and maintaining a system of disclosurecontrolsProcedures
An
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Management is not awareLegal Proceedings
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) |
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. |
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
ITEM 5. OTHER INFORMATION
No report required.
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ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer pursuant tothe Securities Exchange Act of 1934, Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
STEVIA NUTRA CORP. | |
| |
Dated: December |
|
| |
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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