10-Q 1 g6788a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2013 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number 000-54522 GLOBAL STEVIA CORP. (Exact name of registrant as specified in its charter) Nevada 27-1833279 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 84 Crosswell Court, Hammonds Plains, Nova Scotia B3Z 0M5 (Address of principal executive offices) (Zip Code) (902) 832-0808 (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 [ ] 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 (ss.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 [ ] NO 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. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act [X] YES [ ] NO APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [ ] YES [ ] NO APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 299,300,000 common shares issued and outstanding as of April 12, 2013. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 19 Item 4. Controls and Procedures 19 PART II - OTHER INFORMATION Item 1. Legal Proceedings 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20 Item 3. Defaults Upon Senior Securities 20 Item 4. Mine Safety Disclosures 20 Item 5. Other Information 20 Item 6. Exhibits 20 SIGNATURES 22 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the Securities and Exchange Commission instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended February 28, 2013 are not necessarily indicative of the results that can be expected for the full year. 3 GLOBAL STEVIA CORP. (formerly Guru Health Inc.) (A Development Stage Company) Condensed Consolidated Balance Sheets (Expressed in US dollars)

(The accompanying notes are an integral part of these condensed consolidated financial statements) 4 GLOBAL STEVIA CORP. (formerly Guru Health Inc.) (A Development Stage Company) Condensed Consolidated Statements of Operations (Expressed in US dollars) (unaudited)

(The accompanying notes are an integral part of these condensed consolidated financial statements) 5 GLOBAL STEVIA CORP. (formerly Guru Health Inc.) (A Development Stage Company) Condensed Consolidated Statements of Cash Flows (Expressed in US dollars) (unaudited)

(The accompanying notes are an integral part of these condensed consolidated financial statements) 6 GLOBAL STEVIA CORP. (formerly Guru Health Inc.) (A Development Stage Company) Notes to the Condensed Consolidated Financial Statements (Expressed in US dollars) (unaudited) 1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS Global Stevia Corp. (the "Company") was incorporated in the state of Nevada on February 3, 2010. The Company is a development stage company, as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, DEVELOPMENT STAGE ENTITIES. The Company has incorporated a wholly-owned subsidiary, Sharelink International Inc ("Sharelink"), a British Virgin Islands company. GOING CONCERN These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of February 28, 2013, the Company has not recognized any revenue, and has an accumulated deficit of $465,485. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company's future operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Basis of Presentation and Consolidation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") and are expressed in U.S. dollars. The Company's fiscal year end is May 31. The consolidated financial statements include the accounts of our company and its wholly-owned subsidiary, Sharelink. All significant intercompany accounts and transactions have been eliminated, and Sharelink had no operations to date other than incorporation fees. b) Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. c) Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 260, EARNINGS PER SHARE. ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As of February 28, 2013, the Company had 2,900,000 (May 31, 2012 - 1,250,000) potentially dilutive common shares from the issuance of convertible debentures. 7 GLOBAL STEVIA CORP. (formerly Guru Health Inc.) (A Development Stage Company) Notes to the Condensed Consolidated Financial Statements (Expressed in US dollars) (unaudited) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) d) Reclassification Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. e) Interim Financial Statements These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended May 31, 2012. The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company's financial position at February 28, 2013, and the results of its operations and cash flows for the nine month period ended February 28, 2013. The results of operations for the period ended February 28, 2013 are not necessarily indicative of the results to be expected for future quarters or the full year. f) Cash and cash equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. g) Financial Instruments Pursuant to ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: LEVEL 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. LEVEL 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. LEVEL 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, accounts payable and accrued liabilities, convertible debentures, and amount 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. 8 GLOBAL STEVIA CORP. (formerly Guru Health Inc.) (A Development Stage Company) Notes to the Condensed Consolidated Financial Statements (Expressed in US dollars) (unaudited) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) h) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 3. PROPERTY AND EQUIPMENT February 28, 2013 May 31, 2012 Accumulated Net Carrying Net Carrying Cost Amortization Value Value ---- ------------ ----- ----- $ $ $ $ (unaudited) Computer equipment 3,968 823 3,145 -- 4. CONVERTIBLE DEBENTURE a) On May 18, 2012 the Company issued a convertible debenture in the amount of $125,000. The convertible debenture is unsecured, bears interest at 10% per annum, is due on May 18, 2014 and is convertible at the holder's discretion into shares of the Company's common stock at $0.10 per share. As of February 28, 2013, $9,829 (May 31, 2012 - $nil) was included in accrued interest. b) On July 10, 2012 the Company issued a convertible debenture in the amount of $100,000. The convertible debenture is unsecured, bears interest at 10% per annum, is due on July 10, 2014 and is convertible at the holder's discretion into shares of the Company's common stock at $0.10 per share. As of February 28, 2013, $6,384 (May 31, 2012 - $nil) was included in accrued interest. In accordance with ASC 470-20, "Debt with Conversion and Other Options", the Company recognized the intrinsic value of the embedded beneficial conversion feature of $44,000 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note up to its face value of $100,000 using the effective interest method. As at February 28, 2013, the Company recorded accretion expense of $12,575, and as at February 28, 2013, the book value of the convertible debenture was $68,575. c) On September 7, 2012 the Company issued a convertible debenture in the amount of $35,000. The convertible debenture is unsecured, bears interest at 10% per annum, is due on September 7, 2014 and is convertible at the holder's discretion into shares of the Company's common stock at $0.10 per share. As of February 28, 2013, $1,668 (May 31, 2012 - $nil) was included in accrued interest. In accordance with ASC 470-20, "Debt with Conversion and Other Options", the Company recognized the intrinsic value of the embedded beneficial conversion feature of $7,700 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note up to its face value of $35,000 using the effective interest method. As at February 28, 2013, the Company recorded accretion expense of $1,820, and as at February 28, 2013, the book value of the convertible debenture was $29,119. 9 GLOBAL STEVIA CORP. (formerly Guru Health Inc.) (A Development Stage Company) Notes to the Condensed Consolidated Financial Statements (Expressed in US dollars) (unaudited) 4. CONVERTIBLE DEBENTURE (continued) d) On October 12, 2012 the Company issued a convertible debenture in the amount of $30,000. The convertible debenture is unsecured, bears interest at 10% per annum, is due on October 12, 2014 and is convertible at the holder's discretion into shares of the Company's common stock at $0.10 per share. As of February 28, 2013, $1,143 (May 31, 2012 - $nil) was included in accrued interest. In accordance with ASC 470-20, "Debt with Conversion and Other Options", the Company recognized the intrinsic value of the embedded beneficial conversion feature of $24,000 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note up to its face value of $30,000 using the effective interest method. As at February 28, 2013, the Company recorded accretion expense of $2,722, and as at February 28, 2013, the book value of the convertible debenture was $8,723. 5. RELATED PARTY TRANSACTIONS a) During the period ended February 28, 2013, the Company incurred $40,000 (February 29, 2012 - $nil) of management fees to the former President and Director of the Company. b) As at February 28, 2013, the Company owes $13,100 (May 31, 2012 - $nil) to the President and Director of the Company, which is unsecured, non-interest bearing, and due on demand. 6. COMMON STOCK a) On June 18, 2012, the Company and its Board of Directors authorized a 13-to-1 forward split of its common shares. The effects of the forward stock split increased the Company's authorized capital from 75,000,000 to 975,000,000 shares of common stock and the Company's issued and outstanding shares of common stock from 4,600,000 to 59,800,000 common shares, with a par value of $0.001 per share. The effects of the forward stock split have been retrospectively applied throughout these financial statements as if it had occurred at the beginning of the first period presented. b) On June 20, 2012, the Company issued 300,000 split-adjusted shares of the Company's common stock for proceeds of $30,000. c) On August 28, 2012, the Company and its Board of Directors authorized a 5-to-1 forward stock split of its common shares. The effect of the forward stock split increased the Company's issued and outstanding shares of common stock from 59,800,000 to 299,300,000 common shares, with a par value of $0.001 per share. The effects of the forward stock split have been retrospectively applied throughout these financial statements as if it had occurred at the beginning of the first period presented. 7. COMMITMENTS a) On August 1, 2012, the Company entered into a consulting agreement with a non-related party, whereby the Company will pay a management fee of $8,000 per month during the term of the consulting agreement for a twelve month period. The consulting agreement can be terminated by providing at least 90 days prior written notice to the other party. 10 GLOBAL STEVIA CORP. (formerly Guru Health Inc.) (A Development Stage Company) Notes to the Condensed Consolidated Financial Statements (Expressed in US dollars) (unaudited) 7. COMMITMENTS (continued) b) On July 12, 2012, the Company entered into a stock purchase agreement with Stevia Global Trading Joint Stock Company ("Stevia Global") pursuant to which the Company agreed to acquire 95% of the issued and outstanding capital in Stevia Global in consideration for $300,000 to be paid in six equal installments of $50,000 each between the signing of the agreement and June 15, 2013 as follows: Cash consideration to be paid: * $50,000 on or before July 12, 2012 (paid); * a further $50,000 to be paid on or before September 15, 2012 (unpaid); * a further $50,000 to be paid on or before November 15, 2012 (unpaid); * a further $50,000 to be paid on or before February 15, 2013 (unpaid); * a further $50,000 to be paid on or before April 15, 2013; and * a further $50,000 to be paid on or before June 15, 2013. The acquisition of Stevia Global will be finalized once the final acquisition payment has been made. In addition to the acquisition agreement, the Company entered in a services agreement with Stevia Global whereby the Company agrees to purchase all stevia products produced by Stevia Global for a period of one year from the date of the agreement. For the period ended February 28, 2013, management has elected not to continue with the stock purchase agreement, and the $50,000 deposit payment has been impaired. 8. SUBSEQUENT EVENTS We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common stock" refer to the common shares in our capital stock. As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Global Stevia Corp., and our wholly owned subsidiary, Sharelink International Ltd., a British Virgin Islands company, unless otherwise indicated. CORPORATE OVERVIEW We were incorporated under the name Guru Health Inc. in the State of Nevada on February 3, 2010. We are a development-stage company and we have no revenues and minimal assets. As a result we have incurred losses since inception. Effective June 18, 2012, we changed our name from Guru Health Inc., to Global Stevia Corp., and gave effect to a forward split of our authorized and issued and outstanding shares of common stock on a 13 new for 1 old basis, consequently, our authorized capital increased from 75,000,000 to 975,000,000 and our issued and outstanding increased from 4,600,000 to 59,800,000 shares of common stock, all with a par value of $0.001. We were incorporated with the intent to commence operations in the business of online health and sport supplement marketing, sales and distribution to the Canadian market with possible expansion into international markets in the future. We were not able to secure financing for this business plan and have consequently experienced a change of control and a change of business focus. On May 31, 2012, Matthew Christopherson, our former director and officer, acquired a total of 169,000,000 split-adjusted shares of our common stock from Vanessa Gillis and Jessica Bradshaw, our former directors and officers, in a private transaction for an aggregate total of $30,000. 12 On July 10, 2012, we entered into two separate agreements with Stevia Global Trading Joint Stock Company ("Stevia Global Vietnam") for the acquisition of 95% of Stevia Global Vietnam and the purchase of all stevia leaf product grown by Stevia Global Vietnam for a period of one year. During the period ended February 28, 2013, our company cancelled its agreement with Stevia Global Vietnam and expensed the initial $50,000 payment made on behalf of the agreement. Effective September 11, 2012, we effected a forward split of our issued and outstanding shares of common stock on a 1 old for 5 new basis such that, our issued and outstanding shares of common stock increased from 59,860,000 to 299,300,000 shares of common stock, all with a par value of $0.001. We maintain our business offices at 84 Crosswell Court, Hammonds Plains, Nova Scotia, B3Z 0M5, and our telephone number is (902) 832-0808. Our ticker symbol is "GSTV". Our CUSIP number is 397989 208. OUR CURRENT BUSINESS We are a development-stage company and we have no revenues and minimal assets. On July 10, 2012, we entered into two separate agreements with Stevia Global Vietnam for the acquisition of 95% of Stevia Global Vietnam and the purchase of all stevia leaf product grown by Stevia Global Vietnam for a period of one year. During the period ended February 28, 2013, we cancelled the proposed acquisition agreement with Stevia Global Vietnam. Effective February 7, 2013, Tran Hong Phuong resigned as president, chief executive officer, secretary, treasurer, chief financial officer and director of our company. Mr. Phuong's resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise. Concurrently with Mr. Phuong's resignation, our company appointed David C. J. Bennett as president, chief executive officer, secretary, treasurer, chief financial officer and director. Effective February 18, 2013, Dinh Long Tran resigned as chief scientific officer and Lan Dung Nguyen resigned as chief agronomy officer of our company. Mr. Tran's and Mr. Nguyen's resignations were not the result of any disagreements with our company regarding our operations, policies, practices or otherwise As at the date of this report, due to our inability to raise sufficient financing, we have suspended our business activities related to the research, development and prospective production and sale of stevia leaf . Our management is currently engaged in the evaluation of available opportunities to enhance shareholder value, including joint venture, merger or acquisition opportunities for our company. On September 7, 2012, we issued a convertible debenture in the amount of $35,000 to one investor. The convertible debenture carries an interest rate of 10% per annum, is due on September 7, 2014 and is convertible at the investor's discretion into shares of our common stock at $0.10 per share. On October 12, 2012 we issued a convertible debenture in the amount of $30,000. The convertible debenture is unsecured, bears interest at 10% per annum, is due on October 12, 2014 and is convertible at the holder's discretion into shares of our company's common stock at $0.10 per share. Effective November 27, 2012, we entered into a research agreement with Plant Resource Center, a Vietnamese governmental agency that specializes in the research and development of agriculture techniques of planting. Pursuant to the terms of the research agreement, Plant Center shall complete all research and development activities by December 12, 2013 and deliver a completed report, intellectual property and plant seedling to our company by December 25, 2013. The agreement was suspended during the period ended February 28, 2013. 13 RESULTS OF OPERATIONS Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. THREE-MONTH PERIOD ENDED FEBRUARY 28, 2013 COMPARED WITH THE THREE MONTHS ENDED FEBRUARY 29, 2012.

REVENUES AND COST OF GOODS SOLD We have not earned any revenues nor have we incurred cost of goods sold since inception. We do not expect to earn revenue during the upcoming year. OPERATING EXPENSES The increase in operating expenses for the three month period ended February 28, 2013 of $24,597 was attributed to increases of $327 for depreciation expenses, $18,370 for general and administrative costs, and $5,900 for professional fees as our company incurred additional costs for legal fees, consulting fees, and travel costs relating to the Company's proposed acquisition of Global Stevia Vietnam, which has since been cancelled. Our net loss during the three months ended February 28, 2013 was $95,556 or $Nil loss per share compared to $6,031 or $Nil loss per share for the nine months ended February 29, 2012. NINE-MONTH PERIOD ENDED FEBRUARY 28, 2013 COMPARED WITH THE NINE MONTHS ENDED FEBRUARY 29, 2012.

14 OPERATING EXPENSES The increase in operating expenses for the nine month period ended February 28, 2013 of $275,636 was attributed to increases of $823 for depreciation expenses, $152,853 for general and administrative costs, $40,000 for management fees, and $81,960 for professional fees as our company incurred more operating transactions during the current period as compared to prior year from additional consulting costs and out-of-pocket costs incurred with our company's proposed acquisition of Stevia Global Vietnam, which has since been cancelled. Our net loss during the nine months ended February 28, 2013 was $390,805 or $Nil loss per share compared to $29,029 or $Nil loss per share for the nine months ended February 29, 2012. In addition to operating expenses in the current year, our company also incurred $36,140 of accretion and interest expense relating to our convertible debentures, and $50,000 for the impairment of acquisition costs relating to costs paid to Stevia Global Vietnam which agreement has been cancelled. LIQUIDITY AND CAPITAL RESOURCES WORKING CAPITAL At At February 28, May 31, 2013 2012 ---------- ---------- Current Assets $ 1,510 $ 119,874 Current Liabilities $ 77,082 $ 13,613 Working Capital Surplus (Deficit) $ (75,572) $ 106,261 CASH FLOWS

As at February 28, 2013, our company had current assets of $1,510 comprised of prepaid expenses and deposits. Our company had total current liabilities of $77,082 comprised of $63,982 of accounts payable and accrued liabilities and $13,100 owed to related parties for payment of expenditures on our company's behalf. Our company had a working capital deficit of $75,572 compared with a working capital surplus of $106,261 at May 31, 2012. The decrease in working capital was attributed to the use of cash for operating activities as we incurred $221,006 of operating expenditures and $53,968 of investing expenditures which was financed by $200,100 received from convertible debentures, issuance of common shares, and advances from related parties. CASH FLOWS FROM OPERATING ACTIVITIES During the nine months ended February 28, 2013, our company used cash of $221,006 for operating activities compared with $27,719 during the nine months ended February 29, 2012. The increase in the cash used for operating activities was attributed to increased costs incurred with the day-to-day operations of our company, including costs incurred with respect to legal, consulting, travel, and other general costs with respect to our planned acquisition of Global Stevia Vietnam. 15 CASH FLOWS FROM INVESTING ACTIVITIES During the nine months ended February 28, 2013, our company used $53,968 of cash for investing activities compared to $Nil for the nine months ended February 29, 2012. Our company spent $50,000 for its first installment of the acquisition of Global Stevia Vietnam and $3,968 for the acquisition of computer hardware to be used in our company's operations. CASH FLOWS FROM FINANCING ACTIVITIES During the nine months ended February 28, 2013, our company received $200,100 of cash from financing activities comprised of $165,000 in proceeds from convertible notes, $30,000 in proceeds from the issuance of common shares, and $5,100 in advances from related parties. PLAN OF OPERATIONS CASH REQUIREMENTS We 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. We estimate that our expenses over the next 12 months will be approximately $630,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources. Estimated Estimated Description Completion Date Expenses ----------- --------------- -------- Legal and accounting fees 12 months $ 80,000 Contingency 12 months 200,000 Management and consulting costs 12 months 250,000 General and administrative expenses 12 months 100,000 -------- TOTAL $630,000 ======== We have no 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 land; (ii) developmental expenses associated with a start-up business; and (iii) development of our cultivation and propagation facilities. 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 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. 16 PURCHASE OF SIGNIFICANT EQUIPMENT We do not intend to purchase any significant equipment during the next twelve months. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. GOING CONCERN The independent auditors' report accompanying our May 31, 2012 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. CRITICAL ACCOUNTING POLICIES The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements. BASIS OF PRESENTATION AND CONSOLIDATION The financial statements of our company have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") and are expressed in U.S. dollars. Our company's fiscal year end is May 31. The consolidated financial statements include the accounts of our company and its wholly-owned subsidiary, Sharelink. All significant intercompany accounts and transactions have been eliminated, and Sharelink had no operations to date other than incorporation fees. USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. Our company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. 17 BASIC AND DILUTED NET LOSS PER SHARE Our company computes net loss per share in accordance with ASC 260, EARNINGS PER SHARE. ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As of February 28, 2013, our company had 2,900,000 (May 31, 2012 - 1,250,000) potentially dilutive common shares for the issuance of convertible debentures. RECLASSIFICATION Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. INTERIM FINANCIAL STATEMENTS These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with our company's audited financial statements and notes thereto for the year ended May 31, 2012. The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly our company's financial position at February 28, 2013, and the results of its operations and cash flows for the nine month period ended February 28, 2013. The results of operations for the period ended February 28, 2013 are not necessarily indicative of the results to be expected for future quarters or the full year. CASH AND CASH EQUIVALENTS Our company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. FINANCIAL INSTRUMENTS Pursuant to ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. 18 Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Our company's financial instruments consist principally of cash, accounts payable and accrued liabilities, convertible debentures, and amount 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. RECENT ACCOUNTING PRONOUNCEMENTS Our company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and our company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a "smaller reporting company", we are not required to provide the information required by this Item. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of the quarter covered by this report. Based on the evaluation of these disclosure controls and procedures the president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective, due to adjusting entries required to be made to our accounting records. CHANGES IN INTERNAL CONTROLS During the quarter covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. 19 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION Effective February 7, 2013, Tran Hong Phuong resigned as president, chief executive officer, secretary, treasurer, chief financial officer and director of our company. Mr. Phuong's resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise. Concurrently with Mr. Phuong's resignation, our company appointed David C. J. Bennett as president, chief executive officer, secretary, treasurer, chief financial officer and director, effective February 7, 2013. Effective February 18, 2013, Dinh Long Tran resigned as chief scientific officer and Lan Dung Nguyen resigned as chief agronomy officer of our company. Mr. Tran's and Mr. Nguyen's resignations were not the result of any disagreements with our company regarding our operations, policies, practices or otherwise. ITEM 6. EXHIBITS Exhibit Number Description ------ ----------- (3) (I) ARTICLES OF INCORPORATION; AND (II) BYLAWS 3.1 Articles of Incorporation (incorporated by reference to our registration statement on Form S-1filed on July 9, 2010) 3.2 Bylaws (incorporated by reference to our registration statement on Form S-1filed on July 9, 2010) 3.3 Certificate of Change filed with the Nevada Secretary of State on June 14, 2012 (incorporated by reference to our current report on Form 8-K filed on June 18, 2012) (10) MATERIAL CONTRACTS 10.1 Share Purchase Agreement, dated July 10, 2012 with Stevia Global Trading Joint Stock Company, et al (incorporated by reference to our current report on Form 8-K filed on July 13, 2012) 10.2 Growing and Supply Agreement dated July 10, 2012 with Stevia Global Trading Joint Stock Company (incorporated by reference to our current report on Form 8-K filed on July 13, 2012) 10.3 Form of Convertible Debenture dated September 7, 2012 (incorporated by reference to our current report on Form 8-K filed on September 27, 2012) 10.4 Research Agreement dated November 27, 2012 with Plant Resource Center (incorporated by reference to our current report on Form 8-K filed on December 3, 2012) (14) CODE OF ETHICS 14.1 Code of Ethics (incorporated by reference to our current report on Form 8-K filed on July 13, 2012) 20 (21) LIST OF SUBSIDIARIES 21.1 Sharelink International Ltd. - Wholly owned, a British Virgin Islands company (31) 302 CERTIFICATION 31.1* Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer (31) 302 CERTIFICATION 32.1* Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer (101)** INTERACTIVE DATA FILE 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. 21 SIGNATURES 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. GLOBAL STEVIA CORP. (Registrant) Dated: April 22, 2013 /s/ David C. J. Bennett ----------------------------------------- David C. J. Bennett President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 22

Global Stevia Corp. 10-Q