Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - RIGHTSCORP, INC. | Financial_Report.xls |
| EX-32.1 - CERTIFICATION - RIGHTSCORP, INC. | ex321.htm |
| EX-31.1 - CERTIFICATION - RIGHTSCORP, INC. | ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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(Mark One)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2013
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to ______________
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333-171486
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(Commission File Number)
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STEVIA AGRITECH CORP.
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(Exact name of registrant as specified in its charter)
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Nevada
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33-1219445
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1020 14th Ave SW Suite 304, Calgary Alberta
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T2R 0P1
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(Address of principal executive offices)
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(Zip Code)
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(403) 850-8227
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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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.
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Yes [X] No [ ]
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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).
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Yes [X] No [ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes [ X ] No [ ]
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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Yes [ ] No [ ]
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APPLICABLE ONLY TO CORPORATE ISSUERS
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43,500,000 shares common shares outstanding as of April 29, 2013
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(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)
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2
TABLE OF CONTENTS
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Page No.
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PART I – FINANCIAL INFORMATION
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Item 1.
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4 | |
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Item 2.
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5 | |
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Item 3.
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9 | |
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Item 4.
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9 | |
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PART II – OTHER INFORMATION
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Item 1.
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11 | |
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Item 1A.
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11 | |
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Item 2.
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11 | |
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Item 3.
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11 | |
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Item 4.
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11 | |
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Item 5.
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11 | |
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Item 6.
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12 | |
| 13 |
Item 1. Financial Statements
The following consolidated interim unaudited financial statements of Stevia Agritech Corp. (formerly “Kids Only Market Inc”) (the “Company”) for the six month period ended March 31, 2013 are included with this Quarterly Report on Form 10-Q:
4
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STEVIA AGRITECH CORPORATION
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(Formerly Kids Only Market, Inc.)
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(A Development Stage Company)
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Balance Sheets
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March 31
2013
(Unaudited)
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September 30
2012 |
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| ASSETS | ||||||||
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CURRENT ASSETS
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Cash
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$ | - | $ | - | ||||
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Prepaid expense
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3,211 | - | ||||||
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TOTAL ASSETS
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$ | 3,211 | $ | - | ||||
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| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
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LIABILITIES
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Accounts payable
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$ | 14,058 | $ | - | ||||
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Accrued interest payable
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1,404 | |||||||
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Note payable
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28,395 | 16,638 | ||||||
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TOTAL LIABILITIES
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43,857 | 16,638 | ||||||
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STOCKHOLDERS' DEFICIT
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Preferred stock, par value $0.001; authorized 10,000,000 shares;
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issued and outstanding: none.
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- | - | ||||||
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Common stock, par value $0.000067; authorized 65,000,000 shares;
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issued and outstanding: 43,500,000 shares at March 31, 2013;
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and September 30, 2012 (1)
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2,900 | 2,900 | ||||||
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Additional paid-in capital
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49,600 | 49,600 | ||||||
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Deficit accumulated in the development stage
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(93,146 | ) | (69,138 | ) | ||||
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TOTAL STOCKHOLDERS' DEFICIT
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(40,646 | ) | (16,638 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 3,211 | $ | - | ||||
Note(1) : The common shares issued have been retroactively restated to reflect the equivalent number of common shares based on the 15 to 1 forward stock split.
F-1
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STEVIA AGRITECH CORPORATION
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(Formerly Kids Only Market, Inc.)
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(A Development Stage Company)
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Statement of Operations
(Unaudited)
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For the period
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from April 9,
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For the
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For the
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2010 (Inception)
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3 months ended
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6 months ended
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through
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March 31
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March 31
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March 31,
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2013
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2012
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2013
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2012
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2013
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Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Expense
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Consulting fees
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- | - | - | - | 18,047 | |||||||||||||||
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Interest expense
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679 | - | 1,404 | - | 1,404 | |||||||||||||||
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Professional fees
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1,905 | 2,064 | 5,305 | 3,214 | 22,942 | |||||||||||||||
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Other general & administrative expenses
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8,209 | 1,068 | 17,299 | 1,886 | 50,753 | |||||||||||||||
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Total expenses
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10,794 | 3,132 | 24,008 | 5,100 | 93,146 | |||||||||||||||
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Loss before income taxes
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(10,794 | ) | (3,132 | ) | (24,008 | ) | (5,100 | ) | (93,146 | ) | ||||||||||
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Provision for income taxes
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- | - | - | - | - | |||||||||||||||
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Net loss
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$ | (10,794 | ) | $ | (3,132 | ) | $ | (24,008 | ) | $ | (5,100 | ) | $ | (93,146 | ) | |||||
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Net loss per share (basic and diluted)
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$ | (0.00 | ) | $ | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||
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Weighted average common shares (basic and diluted) (1)
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60,184,932 | 73,500,000 | 60,184,932 | 73,500,000 | ||||||||||||||||
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Note(1): The common shares issued have been retroactively restated to reflect the equivalent number of common shares based on the 15 to 1 forward stock split.
F-2
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STEVIA AGRITECH CORPORATION
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(Formerly Kids Only Market, Inc.)
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(A Development Stage Company)
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Statements of Cash Flows
(Unaudited)
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For the period
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from April 9,
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For the
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2010 (Inception)
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six months ended
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through
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March 31,
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March 31,
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2013
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2012
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2012
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Operating Activities:
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Net loss
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$ | (24,008 | ) | $ | (5,100 | ) | $ | (93,146 | ) | |||
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Adjustments to reconcile net loss to net cash used IN operating activities
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Change in operating assets and liabilities:
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Accrued interest payable
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1,404 | 1,404 | ||||||||||
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Prepaid expense
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(3,211 | ) | (3,211 | ) | ||||||||
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Accounts payable
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14,058 | - | 14,058 | |||||||||
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Net cash used in operating activities
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(11,757 | ) | (5,100 | ) | (80,895 | ) | ||||||
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Investing Activities:
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Proceeds from issuance of common stock
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- | - | 52,500 | |||||||||
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Net cash provided by investing activities
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- | - | 52,500 | |||||||||
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Financing Activities:
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Proceeds of note payable
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11,757 | - | 28,395 | |||||||||
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Net cash provided by financing activities
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11,757 | - | 28,395 | |||||||||
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Net Decrease in Cash
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- | (5,100 | ) | - | ||||||||
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Cash at beginning of period
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- | 20,683 | - | |||||||||
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Cash at end of period
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$ | - | $ | 15,583 | $ | - | ||||||
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Supplemental Disclourse of Cash Flow Information
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Interest paid
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$ | - | $ | - | $ | - | ||||||
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Income taxes paid
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$ | - | $ | - | $ | - | ||||||
(Formerly Kids Only Market Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended March 31, 2013
(Unaudited)
NOTE 1. BASIS OF PRESENTATION AND ORGANIZATION
These interim financial statements as of and for the six months ended March 31, 2013 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.
These interim financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end September 30, 2012 report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the Six months period ended March 31, 2013 are not necessarily indicative of results for the entire year ending September 30, 2013.
The Company was organized as Kids Only Market Inc. under the laws of the State of Nevada on April 9, 2010. The Company chose September 30 as its year end. On May 7, 2012 the Company changed its name to Stevia Agritech Corporation.
Current Business of the Company
The Company has had no material business operations from inception April 9, 2010 to March 31, 2013. The Company formed plans to offer an on-line resource for buyers and sellers of children’s “hand me down” items.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
These financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted September 30 as the fiscal year-end.
Cash and equivalents
Cash and equivalents include investments with initial maturities of three months or less. The Company does not have any cash equivalents as of March 31, 2013 and September 30,2012.
F-4
| STEVIA AGRITECH CORPORATION
(Formerly Kids Only Market Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended March 31, 2013
(Unaudited)
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Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
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Level 1: Quoted prices in active markets for identical assets or liabilities.
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-
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Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
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-
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Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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-
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The company's financial instruments consist of cash, prepaid expense, accounts payable, accrued interest payable and notes payable. The estimated fair value of prepaid expense, accounts payable, accrued interest payable and notes payable approximate their carrying amounts due to the short term nature of these intruments.
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Income Taxes
The Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
The Company generated a deferred tax credit through net operating loss carry-forward. However, a valuation allowance of 100% has been established.
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
F-5
STEVIA AGRITECH CORPORATION
(Formerly Kids Only Market Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended March 31, 2013
(Unaudited)
Recent Accounting Pronouncements
Recent Developed Accounting Pronouncements
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the financial statements.
Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the financial statements.
New Accounting Pronouncements Not Yet Adopted
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements.
STEVIA AGRITECH CORPORATION
(Formerly Kids Only Market Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended March 31, 2013
(Unaudited)
In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The amendments in ASU No. 2013-05 resolve the diversity in practice about whether Subtopic 810-10, Consolidation—Overall, or Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. The amendments in this standard is effective prospectively for fiscal years, and interim reporting periods within those years, beginning December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-05 will have on our financial statements.
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.
Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had an operating loss from inception (April 9, 2010) to March 31, 2013 of $93,146. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.
In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through borrowing and sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Development-Stage Company
The Company is considered a development-stage company, with limited operating revenues during the periods presented, as defined by FASB Accounting Standards Codification ASC 915. ACS 915 requires companies to report their operations, shareholders’ deficit and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things. Management has defined inception as April 9, 2010. Since inception, the Company has incurred an operating loss of $(93,146). The Company’s working capital has been generated from solicitation of subscriptions for stock. Management has provided financial data since April 9, 2010 in the financial statements, as a means to provide readers of the Company’s financial information to make informed investment decisions.
F-6
STEVIA AGRITECH CORPORATION
(Formerly Kids Only Market Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended March 31, 2013
(Unaudited)
NOTE 3 - INCOME TAXES
No provision was made for federal income tax for the six months ended March 31, 2013, since the Company had a net operating loss. The net operating loss carry-forwards may be used to reduce taxable income through the year 2029. The availability of the Company’s net operating loss carry-forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. The provision for income taxes consists of the state minimum tax imposed on corporations.
The net operating loss carry-forward for federal and state income tax purposes of approximately $93,146 as of March 31, 2013.
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March 31, 2013
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(Unaudited)
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September 30, 2012 | |||||||
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Current Tax Provision:
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Federal and state
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Taxable income
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$ | - | $ | |||||
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Total current tax provision
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$ | - | $ | - | ||||
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Deferred Tax Provision:
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Federal and state
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Net loss carryforwards
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$ | (93,146 | ) | $ | (69,138 | ) | ||
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Change in valuation allowance
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93,146 | 69,138 | ||||||
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Total deferred tax provision
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$ | - | $ | - | ||||
Deferred tax assets at March 31, 2013 and September 30, 2012 consisted of the following:
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March 31,2013
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September 30, 2012
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Deferred tax assets:
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(Unaudited)
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Net operating loss carryforwards
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$ | 93,146 | $ | 69,138 | ||||
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Valuation allowance
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(93,146 | ) | (69,138 | ) | ||||
The Company has recorded a 100% valuation allowance for the deferred tax asset since it is “more-likely- than-not” that the deferred tax assets will not be realized.
F-7
STEVIA AGRITECH CORPORATION
(Formerly Kids Only Market Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended March 31, 2013
(Unaudited)
NOTE 4 – NOTE PAYABLE
A summary of the notes payable activity is as follows:
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Balance, September 30, 2012
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$
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16,638
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||
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Additional notes payable issued
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11,757
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Balance, March 31, 2013
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$
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28,395
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On June 30, 2012, we received $12,359 from Coach Capital, LLC. This note had an interest rate of 10% per annum, was unsecured and is to on demand of the note holder.
On September 30, 2012, we received $4,279 from Coach Capital, LLC. This note had an interest rate of 10% per annum, was unsecured and is on demand of the note holder.
On December 31, 2012, we received $8,616 from Coach Capital, LLC. This note had an interest rate of 10% per annum, was unsecured and is on demand of the note holder.
On January 31, 2013, we received $2,491from Coach Capital, LLC. This note had an interest rate of 10% per annum, was unsecured and is on demand of the note holder.
On March 22, 2013, we received $650 from Coach Capital, LLC. This note had an interest rate of 10% per annum, was unsecured and is on demand of the note holder.
NOTE 5 – CAPITAL STOCK
On April 19, 2012 Mr. Paul Perlman resigned as a director and President, CEO, CFO, Chief Accounting Officer, Secretary and Treasurer. He was replaced in these offices by Mr. Lester Esquerra Martinez, a Phillipine resident.
On April 22, 2012 the former President, Mr. Paul Perlman, returned his 2,000,000 shares of common stock to Treasury, which were then cancelled.
On May 7, 2012, the Company effected a fifteen to one forward stock split.
As of March 31, 2013, 10,000,000 shares of par value $0.001 preferred stock were authorized, of which none was issued and outstanding.
As of March 31, 2013, 65,000,000 par value $0.000067 shares of common stock were authorized, of which 43,500,000 shares were issued and outstanding.
F-8
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Item 2.
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Management’s Discussion and Analysis of Financial condition and Results of Operations
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THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and predictions. We are a development stage company and have not yet generated or realized any revenues.
Overview
Stevia Agritech Corp (formerly “Kids Only Market”) was incorporated in the state of Nevada as a development stage company to create a web-based service, kidsonlymarket.com. The service is for buyers and sellers of hand me down items. These items include essentially anything that children have grown out of and have value. These items a wide variety of baby-related items such as
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boys’ clothing
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girls’ clothing
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maternity clothing,
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toys,
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furniture including cribs, rocking chairs, etc., and
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other items which includes:
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strollers
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carriages
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bikes,
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safety products,
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books, and
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movies, etc.).
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KidsOnlyMarket.com will function much like a bulletin board system. The seller of an item will create an account on the website and their member information will be verified. Contact will be through email and new members will be emailed a temporary password, which must be used to initially sign in to the account and change their password. Temporary passwords will be valid for 24 hours at which time they will expire. The seller can then create a listing on the website. The listing will be available on our site from anywhere from 3 to 6 months depending on the type of listing chosen. Anytime during the display period an interested party may contact the seller through the website. The seller's email address will not be posted online and the potential buyer must contact the seller through use of an online tool that will be used to go through KidsOnlyMarket.com, which will use its email database to send the message to the seller. If the seller then wishes to get in contact with the buyer, they can, at which time the buyer and seller will deal directly with each other (i.e. price, shipping arrangements, etc.). They may exchange telephone numbers if they wish. The site will have suggestions as to how both sellers and buyers can become acquainted with the issues and risks involved with online purchases before completing the transaction through a webpage with content and a full array of links regarding the issue.
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Since inception we have worked toward the introduction and development of our website that we will use to generate revenues.
We have no revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. Accordingly, we will be dependent on future additional financing in order to maintain our operations.
On April 22, 2012, our former President and director, Mr. Paul Perlman, surrendered 2,000,000 shares of common stock to treasury which were cancelled. On May 7, 2012, we changed our name to Stevia Agritech Corp. and we effected a fifteen to one forward stock split.
We have been unable to raise additional funds to implement our business plan, and we do not believe that we currently have sufficient resources to do so without additional funding. As a result of the current difficult economic environment and our lack of funding to implement our business plan, our Board of Directors has begun to analyze strategic alternatives available to our Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan.
Although our Board of Directors’ preference would be to obtain additional funding to develop our web-based services, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. Such strategic alternatives include a merger, acquisition, share exchange, asset purchase, or similar transaction in which our present management may no longer be in control of our Company and our business operations will be replaced by that of our transaction partner. We believe we would be an attractive candidate for such a business combination due to the perceived benefits of being a publicly registered company, thereby providing a transaction partner access to the public marketplace to raise capital.
We have had preliminary discussions with potential business combination partners, but have not entered into agreements. Any such business combination and the selection of a partner for such a business combination involves certain risks, including analyzing and selecting a business partner that is compatible to engage in a transaction with us or has business operations that are or will prove to be profitable. In the event we select a partner for a strategic transaction and sign a definitive agreement to consummate such a transaction, we will report this event on a Form 8-K to be filed with the Securities and Exchange Commission. If we are unable to locate a suitable business combination partner and are otherwise unable to raise additional funding, we will likely be forced to cease business operations.
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Our Plan of Operations
Phase I – Initial Launch
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Design and construct the initial website.
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Develop lists of all potential websites to partner with as well as all potential advertisers.
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Complete development of detailed marketing strategies.
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Develop sophisticated, detailed online search strategies.
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Establish an ecommerce ability along with merchant relationships with Paypal and / or credit card companies.
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The initial budget for phase one is estimated at $20,000.
The beta site for kidsonlymarket.com has been launched and the fully-functioning website is expected to be completed in the next 3 to 4 months.
Phase II – Marketing
The second phase of the operating plan is expected to be devoted to instituting an aggressive marketing effort, to develop the needed strategic partnerships and gain initial listings of baby / juvenile products. Mr. Pearlman, the registrant’s president will spearhead this effort. Due to the nature of the costs involved and the fact that Mr. Pearlman will not be receiving a salary at this time, expenses related to phase two are expected to be less than $10,000. These efforts are expected to begin as soon as the website is fully functioning and expected to last over the course of three to four months.
An important part of phase II will be to monitor the effectiveness of all marketing activities and identify all roadblocks in order to refine the business strategy and direct funding for its most productive activities, as well to lay the basis for a future strategy in additional market areas.
Phase III – Establish Presence in Additional Market Areas
If the registrant is successful in Phase I and II and sales are realized, management may institute phase three of the business plan, which may involve hiring one or more staff to handle increased demands such as site monitoring, data entry, and customer support. The management team may be broadened and marketing personnel may be hired to access additional sales and distribution channels. There may be additional demands placed on the company for website development.
Our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail. As a development stage company, we are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. If we are unable to secure adequate capital to continue our operations, our shareholders may lose some or all of their investment and our business may fail.
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements included herein.
Our operating results for the six months ended March 31, 2013 and 2012 are summarized as follows:
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Six Months Ended
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Six Months Ended
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March 31, 2013
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March 31, 2012
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Revenue
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$ | - | $ | - | ||||
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Total Expenses
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$ | 22,604 | $ | 5,100 | ||||
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Interest Expense
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$ | 1,404 | $ | - | ||||
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Net Loss
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$ | 24,008 | $ | 5,100 | ||||
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Revenues
We have not earned any revenues to date. Our website is not yet operational and we do not anticipate earning revenues until our website is fully operational. We are presently in the development stage of our business and we can provide no assurance that we begin earning revenues.
Expenses
Our expenses for the six months ended March 31, 2013 and 2012 are outlined in the table below:
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Six Months Ended
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Six Months Ended
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March 31, 2013
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March 31, 2012
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Consulting
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$ | - | $ | - | ||||
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Professional Fees
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$ | 5,305 | $ | 3,214 | ||||
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Other General Administrative
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$ | 17,299 | $ | 1,886 | ||||
Professional Fees
Professional fees include our accounting and auditing expenses incurred in connection with the preparation of our financial statements and professional fees that we pay to our legal counsel. The increase in our professional fees is associated with becoming a reporting issuer.
We incurred operating losses in the amount of $93,146 from inception on April 9, 2010 through the period ended March 31 2013. These operating expenses were composed of consulting expenses, professional fees, and other general and administrative expenses.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive development activities. For these reasons our auditors stated in their report on our audited financial statements that they have substantial doubt we will be able to continue as a going concern.
Financings
Our operations to date have been funded by equity investment. All of our equity funding has come from a private placement of our securities
We closed an issue of 3,000,000 shares of common stock on June 1, 2010 to our sole officer and director, Paul Pearlman, at a price of $0.005 per share. The total proceeds received from this offering were $15,000. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act. We did not engage in any general solicitation or advertising.
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We completed an offering of 1,900,000 shares of our common stock at a price of $0.02 per share to a total of twenty eight (28) purchasers on September 30, 2010. The total amount we received from this offering was $38,000. The identity of the purchasers from this offering is included in the selling shareholder table set forth above. We completed this offering pursuant Rule 903(a) and conditions set forth in Category 3 (Rule 903(b)(3)) of Regulation S of the Securities Act of 1933.
We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.
Off-Balance Sheet Arrangements
We have no significant 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
N/A
Item 4. Controls and Procedures.
As of the end of the period covered by this Report, the Company’s President, and principal financial officer (the “Certifying Officer”), evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the officer concluded that, as of the date of the evaluation, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management to allow timely decisions regarding required disclosure.
The Certifying Officer has also indicated that there were no changes in internal controls over financial reporting during the Company’s last fiscal quarter, and no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.
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Our management, including the Certifying Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 1. Legal Proceedings
None.
Item 1(a) Risk Factors
There have been no changes to our risk factors from those disclosed in our Amendment No. 3 to Form S-1 filed on March 25, 2011.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We did not issue any securities without registration pursuant to the Securities Act of 1933 during the three months ended June 30, 2012.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
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Item 6. Exhibits
| Exhibit Number | Description of Exhibit | ||
| 31 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith | |
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101.INS
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XBRL Instance Document
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Filed herewith*
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101.SCH
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XBRL Taxonomy Extension Schema
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Filed herewith*
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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Filed herewith*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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Filed herewith*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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Filed herewith*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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Filed herewith*
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*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| STEVIA ARGITECH CORP. | |||
| Date: May 15, 2013 | By: | /s/ Lester Esguerra Martinez | |
| Name | Lester Martinez | ||
| Title | President, Chief Executive Officer and Chief Financial Officer Director | ||
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