Attached files
Exhibit 99.2
STEVIA CORP.
PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
STEVIA CORP.
INTRODUCTION AND BASIS OF PRESENTATION
FOR PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following pro forma consolidated financial statements give effect to the
acquisition of Stevia Ventures International Ltd. (called "Target") by Stevia
Corp. (called "SC").
By Share Exchange Agreement dated June 23, 2011, SC, a public corporation
incorporated in Nevada on May 21, 2007, acquired 100% of the issued and
outstanding shares of Target, a private corporation incorporated in British
Virgin Islands on April 11, 2011, in exchange for 12,000,000 shares of common
stock of the Company representing approximately 20% of its total issued and
outstanding shares at the time.
The acquisition of Target by SC has been accounted for as an acquisition of
Target by SC under the reverse acquisition method for business combinations,
with Target being the accounting acquirer. Consequently, the consolidated
financial statements of SC represent a continuation of the financial statements
of the Target, subject to adjustment as set forth in ASC 805-40-45-1.
The following pro forma consolidated balance sheet includes the balance sheets
of SC and Target as of December 31, 2010, as if the acquisition of Target
occurred on that date.
The pro forma consolidated balance sheet and statement of operations should be
read in conjunction with the separate historical audited financial statements
for both SC and Target, appearing elsewhere herein, as follows:
(i) for SC, audited financial statements for the years ended March 31,
2010 and 2009, as filed recently in Form 10K;
(ii) for Target, audited financial statements for the period from inception
(April 11, 2011) to April 30, 2011
The fiscal year ends of SC is March 31 and Target is April 30. The pro forma
balance sheet and earnings (loss) per share data of SC and Target are indicative
of its consolidated financial position, had the acquisition occurred on December
31, 2010.
1
STEVIA CORP.
PRO FORMA CONSOLIDATED BALANCE SHEET
Pro-Forma Pro-Forma
SC Target Adjustments Consolidated
December 31, April 11, December 31, December 31,
2010 2011 2010 2010
------------ ------------ ------------ ------------
(A) (B) (Note 2)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 9 $ -- $ -- $ 9
------------ ------------ ------------ ------------
9 -- -- 9
Goodwill -- -- -- 9
------------ ------------ ------------ ------------
$ 9 $ -- $ -- $ 9
============ ============ ============ ============
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 16,873 $ 2,145 $ -- $ 19,018
Due to related party 3,938 -- -- 3,938
------------ ------------ ------------ ------------
20,811 2,145 -- 22,956
------------ ------------ ------------ ------------
STOCKHOLDERS' EQUITY DEFICIT
CAPITAL STOCK
Authorized -
100,000,000 common shares $0.001 par value;
79,800,000 issued and outstanding 79,800 100 (C) 12,000 91,800
(D) (100)
ADDITIONAL PAID IN CAPITAL (25,800) -- (C) (12,000) (112,502)
(c) (74,702)
(d)
RETAINED EARNINGS (DEFICIT) (74,802) (2,245) (D) 74,802 (2,245)
------------ ------------ ------------ ------------
(20,802) (2,145) -- (22,947)
------------ ------------ ------------ ------------
$ 9 $ -- $ -- $ 9
============ ============ ============ ============
The accompanying notes are an integral part of these
pro forma financial statements
2
STEVIA CORP.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SC Target
Nine Months Period
December 31, April 30,
2010 2011 Pro Forma
------------ ------------ ------------
Expenses and other items:
Legal and accounting $ 4,750 $ 2,145 $ 6,895
General and administrative 4,472 100 4,572
------------ ------------ ------------
Total expenses and other items 9,222 2,245 11,467
------------ ------------ ------------
Income before income taxes (9,222) (2,245) (11,467)
Income tax -- -- --
------------ ------------ ------------
Net Loss (9,222) (2,245) (11,647)
============ ============ ============
Loss per Share - basic and diluted $ (0.00) $ (22.45) $ (0.00)
Shares used in calculating basic and diluted
loss per share 79,800,000 100 (a) 91,800,000
The accompanying notes are an integral part of these
pro forma financial statements
3
STEVIA CORP.
PRO FORMA CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SHARE EXCHANGE TRANSACTION
On June 23, 2011, SC, a public shell company, entered into a share exchange
agreement with Target, a private corporation, whereby 100% of the shares of
Target were exchanged for 12,000,000 shares of SC common. There was no change in
control of SC as a result of the transaction.
The unaudited Pro Forma Combined Balance Sheet represents the combined financial
position of SC as of December 31, 2010 and Target as of April 30, 2011.
The unaudited Pro Forma Combined Statements of Operations represents the
combined results of operations of SC for the nine months ended December 31, 2010
and Target for the period from inception to April 30, 2011.
NOTE 2 - PRO FORMA ADJUSTMENTS
The pro forma adjustments to the consolidated balance sheet give effect to the
acquisition of Target as if the transactions had occurred at the company's
respective balance sheet date of the most recent audit.
A. Derived from the balance sheet of SC as of December 31, 2010.
B. Derived from the balance sheet of Target as of April 30, 2011.
C. Pro forma adjustment to reflect the issuance of 12,000,000 common
shares of PC for 100% of outstanding shares of Target.
D. To reclassify SC's deficit and Target's common stock as additional
paid-in capital in connection with the accounting for a reverse
acquisition.
