UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2014

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-53781

STEVIA CORP.

(Name of registrant as specified in its charter)

Nevada		98-0537233
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)

7117 US 31 S, Indianapolis, IN		46227
(Address of Principal Executive Offices)		(Zip Code)

(888) 250-2566

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

None		None
(Title of each class)		(Name of each exchange on which registered)

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 (§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

(Do not check if smaller reporting company)

Smaller Reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at November 17, 2014

Common stock, $.001 par value		197,372,718

STEVIA CORP.

FORM 10-Q

September 30, 2014

INDEX

	PAGE
PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.	4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	50

Item 3. Quantitative and Qualitative Disclosures About Market Risk	53

Item 4. Controls and Procedures	53

PART II—OTHER INFORMATION

Item 1. Legal Proceedings	54

Item 1A. Risk Factors	54

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	54

Item 3. Defaults Upon Senior Securities	55

Item 4. Mine Safety Disclosures	55

Item 5. Other Information	55

Item 6. Exhibits	55

Signatures	56

FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms, or the negative of such terms. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014, filed on July 15, 2014.

As used in this Form 10-Q, “we,” “us” and “our” refer to Stevia Corp., which is also sometimes referred to as the “Company.”

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS

The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Stevia Corp.

September 30, 2014 and 2013

Index to the Consolidated Financial Statements

Contents	Page(s)

Consolidated Balance Sheets at September 30, 2014 (Unaudited) and March 31, 2014	5

Consolidated Statements of Operations for the Six Months and Three Months Ended September 30, 2014 and 2013 (Unaudited)	6

Consolidated Statement of Equity (Deficit) for the Fiscal Year Ended March 31, 2014 and for the Reporting Period Ended September 30, 2014 (Unaudited)	7

Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2014 and 2013 (Unaudited)	8

Notes to the Consolidated Financial Statements (Unaudited)	9

Stevia Corp.

Consolidated Balance Sheets

	September 30, 2014		March 31, 2014
	(Unaudited)
Assets

Current assets:
Cash	$	310,076	$	735,044
Accounts receivable		341,785		673,039
Convertible note receivable		250,000		-
Deposit for formation of majority-owned subsidiary		25,000		-
Prepaid seeds and fertilizer		3,594,230		1,498,008
Other current assets		163		2,041

Total current assets		4,521,254		2,908,132

Non-current assets:
Property and equipment		28,033		24,400
Accumulated depreciation		(7,393)		(5,627)

Property and equipment, net		20,640		18,773

Acquired technology		1,635,300		1,635,300
Accumulatd amortization		(245,295)		(190,785)

Acquired technology, net		1,390,005		1,444,515

Website development costs		18,365		6,203
Accumulated amortization		(3,893)		(2,937)

Website development costs, net		14,472		3,266

Security deposit		-		15,000

	$	5,946,371	$	4,389,686

Liabilities and equity (deficit)

Current liabilities:
Accounts payable	$	125,256	$	540,144
Accounts payable - president and CEO		315,597		252,486
Credit card payable		659
Accrued expenses		19,350		17,500
Accrued interest		128,634		89,490
Advances from president and significant stockholder		2,497		852
Convertible notes payable - net of discount		444,340		455,761

Total current liabilities		1,036,333		1,356,233

Non-Current liabilities:
Derivative note liabilities		142,425		1,027,434
Derivative warrant liabilities		573,925		4,364,190

Total non-current liabilities		716,350		5,391,624

Total liabilities		1,752,683		6,747,857

Commitments and Contingencies

Equity (Deficit)
Stevia Corp stockholders' equity (deficit):
Preferred stock par value $0.001: 1,000,000 shares authorized;
none issued or outstanding		-		-
Common stock par value $0.001: 250,000,000 shares authorized,
197,372,718 and 149,109,271 shares issued and outstanding, respectively		197,371		149,108
Additional paid-in capital		16,380,065		11,383,415
Accumulated deficit		(12,039,251)		(13,597,941)

Accumulated other comprehensive income:
Foreign currency translation gain

Total Stevia Corp stockholders' equity (deficit)		4,538,185		(2,065,418)

Non-controlling interest in subsidiaries
Noncontrolling interest - accumulated deficit in consolidated subsidiaries		(344,497)		(292,753)

Non-controlling interest in subsidiaries		(344,497)		(292,753)

Total Equity (Deficit)		4,193,688		(2,358,171)

Total Liabilities and Equity (Deficit)	$	5,946,371	$	4,389,686

See accompanying notes to the consolidated financial statements.

Stevia Corp.

Consolidated Statements of Operations

	For the Six Months			For the Three Months			For the Six months			For the Three Months
	Ended			Ended			Ended			Ended
	September 30, 2014			September 30, 2014			September 30, 2013			September 30, 2013
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue
Farm management services - related parties	$	179,641		$	132,958		$	99,953		$	61,858
Royalty income		324,000			162,000			486,000			486,000
Sales		2,228,343			220,000			919,166			-

Total revenue		2,731,984			514,958			1,505,119			547,858

Cost of revenue
Farm produce		1,662,135			-			758,809			-
Farm expenses		25,791			10,791			313,309			30,270
Farm management services - related parties		120,000			60,000			120,000			60,000

Total cost of revenue		1,807,926			70,791			1,192,118			90,270

Gross margin		924,058			444,167			313,001			457,588

Operating expenses:
Directors' fees		46,875			23,437			187,500			93,750
Professional fees		278,885			152,244			309,732			100,886
Research and development		182,000			86,000			190,880			74,349
Salary and compensation - officer		106,730			53,365			600,000			-
Salary and compensation - others		-			-			66,178			-
General and administrative expenses		289,789			215,651			253,399			116,320

Total operating expenses		904,279			530,697			1,607,689			385,305

Income (loss) from operations		19,779			(86,530	)		(1,294,688	)		72,283

Other (income) expense:
Change in fair value of derivative liability		(1,991,393	)		162,645			(635,844	)		(318,693	)
Debt discount		393,506			194,079			563,183			356,813
Financing cost		46,800			-			22,000			22,000
Interest expense		63,920			11,305			47,903			25,850

Other (income) expense, net		(1,487,167	)		368,029			(2,758	)		85,970

Income (loss) before income tax provision and non-controlling interest		1,506,946			(454,559	)		(1,291,930	)		(13,687	)

Income tax provision		-			-			-			-

Net income (loss)
Net income (loss) before non-controlling interest		1,506,946			(454,559	)		(1,291,930	)		(13,687	)
Net income (loss) attributable to the non-controlling interest		(51,744	)		(23,748	)		(105,856	)		(30,509	)

Net income (loss) attributable to Stevia Corp.	$	1,558,690		$	(430,811	)	$	(1,186,074	)	$	16,822

Earnings per share
- Basic:	$	0.01		$	(0.00	)	$	(0.02	)	$	0.00

- Diluted:	$	0.01		$	(0.00	)	$	(0.02	)	$	0.00

Weighted average common shares outstanding
- Basic:		175,066,718			190,575,802			69,429,617			74,104,718

- Diluted:		186,387,595			190,575,802			69,429,617			74,104,718

See accompanying notes to the consolidated financial statements.

Stevia Corp.

Consolidated Statement of Equity (Deficit)

For the Fiscal Year Ended March 31, 2014 and the reporting period ending September 30, 2014

(Unaudited)

	Common Stock Par Value $0.001
	Number of Shares			Amount			Additional paid-in Capital			Common stock to be Issued			Accumulated Deficit			Total STEV Stockholders' Equity (Deficit)			Non-controlling Interest			Total Equity (Deficit)

Balance, March 31, 2013		63,555,635		$	63,556		$	4,760,624		$	-		$	(4,359,415	)	$	464,765		$	(214,158	)	$	250,607

Common shares issued for consulting services
valued at $0.20 per share on April 30, 2013		500,000			500			99,500									100,000						100,000

Exercise of warrant with exercise price adjusted
to $0.20 per share on May 6, 2013		853,333			853			169,813									170,666						170,666

Commissions and legal fees paid in connection with the exercise of
warrants on May 6, 2013								(18,653	)								(18,653	)					(18,653	)

Reclassification of derivative liability to additional paid-in capital
associated with the exercise of warrants								595,852									595,852						595,852

Warrants issued to investors in connection with warrants
exercised on May 6, 2013 classified as derivative liability								(833,106	)								(833,106	)					(833,106	)

Make good shares released to officer for achieving
the second and third milestones on June 21, 2013		3,000,000			3,000			597,000									600,000						600,000

Common shares issued for future director services on October 4, 2011
earned during the period endng June 30,2013								93,750									93,750						93,750

Reclassification to derivative liability for warrants
that became derivatives								(167,949	)								(167,949	)					(167,949	)

Common shares issued for future director services on October 4, 2011
earned during the period endng September 30, 2013								93,750									93,750						93,750

Anti-dilution shares issued in accordance with the Security Purchase
Agreement dated August 1, 2012 on October 1, 2013		286,666			286			(286	)								-						-

Common shares issued for future director service
on December 4, 2013		1,500,000			1,500			186,000									187,500						187,500

Common shares issued for future director service
on December 4, 2013								(187,500	)								(187,500	)					(187,500	)

Common shares issued per debt settlement agreement
for past due accounts payable and related settlement costs		13,000,000			13,000			1,416,715			279,222						1,708,937						1,708,937

Common shares issued for future director service on December 4, 2013
earned during the period endng December 31, 2013								7,811									7,811						7,811

Common shares issued per debt settlement agreement
for past due accounts payable and related settlement costs		2,538,882			2,539			276,683			(279,222	)					-						-

Exercise of warrants with exercise price reset
to $0.0585 per share on February 13, 2014		1,877,333			1,877			107,947									109,824						109,824

Exercise of warrants with exercise price reset
to $0.053365 per share in February and March, 2014		4,096,534			4,097			214,515									218,612						218,612

Commissions paid in connection with the exercise of
warrants on during the quarter ending March 31, 2014								(26,275	)								(26,275	)					(26,275	)

Reclassification of derivative liability to additional paid-in capital
associated with the exercise of warrants								943,456									943,456						943,456

Cashless exercise of warrants with exercise price reset
to $0.053365 per share on March 11, 2014		3,438,181			3,438			180,040									183,478						183,478

Cashless exercise of warrants on March 11, 2014		(611,391	)		(611	)		(182,867	)								(183,478	)					(183,478	)

Reclassification of derivative liability to additional paid-in capital
associated with the cashless exercise of warrants								145,612									145,612						145,612

Common shares issued for notes and accrued interest conversion
at $0.1194 per share on March 11, 2014		1,973,337			1,973			233,643									235,616						235,616

Common shares issued for notes and accrued interest conversion
at $0.25 per share on March 11, 2014		1,124,274			1,124			279,945									281,069						281,069

Common shares issued for notes conversion
at $0.0585 per share on January 21 and February 4, 2014		850,000			850			48,875									49,725						49,725

Common shares issued for notes and accrued interest conversion
at $0.053365 per share on February 19 and February 27, 2014		1,400,158			1,400			73,319									74,719						74,719

Common shares issued for notes conversion
at $0.0555 per share on March 3, 2014		630,631			631			34,369									35,000						35,000

Common shares issued for notes and accrued interest conversion
at $0.0551 per share on February 28 and Mar 5, 2014		2,262,069			2,262			122,378									124,640						124,640

Common shares issued for notes and accrued interest conversion
at $0.0559 per share on March 26 and March 27, 2014		1,669,648			1,670			91,663									93,333						93,333

Common shares issued for notes and accrued interest conversion
at $0.057 per share on March 31, 2014		1,119,299			1,119			62,681									63,800						63,800

Reclassification of derivative liability to additional paid-in capital
associated with the notes and accrued interest conversion								627,333									627,333						627,333

Warrants issued to the placement agent in connection with
issuance and conversion of convertible notes								(139,223	)								(139,223	)					(139,223	)

Common shares issued for consulting services
valued at $0.053365 per share on February 24, 2014		7,300,000			7,300			382,265									389,565						389,565

Common shares issued for officer's service
valued at $0.053365 per share on February 24, 2014		20,000,000			20,000			1,047,300									1,067,300						1,067,300

Common shares issued for officer's service
valued at $0.053365 per share on February 24, 2014								(1,067,300	)								(1,067,300	)					(1,067,300	)

Common shares issued for officer's service
valued at $0.053365 per share on February 24, 2014								213,460									213,460						213,460

Common shares issued per the Debt Conversion Agreement
valued at $0.053365 per share on February 26, 2014		9,339,348			9,339			489,055									498,394						498,394

Common shares issued for the subsidiary's debt conversion
valued at $0.053365 per share on February 26, 2014		7,405,334			7,405			387,781									395,186						395,186

Common shares issued for future director service on December 4, 2013
earned during the period endng March 31, 2014								23,439									23,439						23,439

														(9,238,526	)		(9,238,526	)		(78,595	)		(9,317,121	)

Balance, March 31, 2014		149,109,271			149,108			11,383,415			-			(13,597,941	)		(2,065,418	)		(292,753	)		(2,358,171	)

Cashless exercise of warrants with exercise price reset
to $0.053365 per share on April 4, 2014		4,684,718			4,685			245,315									250,000						250,000

Cashless exercise of warrants on April 4, 2014		(841,750	)		(842	)		(249,158	)								(250,000	)					(250,000	)

Reclassification of derivative liability to additional paid-in capital
associated with the cashless exercise of warrants								1,039,025									1,039,025						1,039,025

Common shares and warrants issued for cash at $0.15 per share
on April 9, 2014		1,500,000			1,500			223,500									225,000						225,000

Warrants issued to the investor in connection with
issuance of common stocks								(163,707	)								(163,707	)					(163,707	)

Common shares issued for consulting services vested upon one year
valued at $0.053365 per share on April 30, 2014		500,000			500			26,183									26,683						26,683

Exercise of warrants for cash with exercise price
at $0.053365 per share in May and June, 2014		9,772,052			9,772			511,714									521,486						521,486

Commissions paid in connection with the exercise of
warrants during the quarter ending June 30, 2014								(35,612	)								(35,612	)					(35,612	)

Reclassification of derivative liability to additional paid-in capital
associated with the exercise of warrants								1,264,438									1,264,438						1,264,438

Common shares issued for notes and accrued interest conversion
at $0.0812 per share on May 27 and May 28, 2014 to one investor		678,818			679			54,441									55,120						55,120

Common shares issued for notes and accrued interest conversion
at the price range from $0.0426 to $0.0879 per share in May and June 2014 to one investor		4,646,371			4,646			246,861									251,507						251,507

Reclassification of derivative liability to additional paid-in capital
associated with the notes and accrued interest conversion								248,365									248,365						248,365

Warrants issued to the placement agent in connection with
issuance and conversion of convertible notes								(14,625	)								(14,625	)					(14,625	)

Common shares issued for officer's service on February 24, 2014
earned during the period endng June 30, 2014								53,365									53,365						53,365

Common shares issued for future director service on December 4, 2013
earned during the period endng June 30, 2014								23,437									23,437						23,437

Common shares issued for notes and accrued interest conversion ranging from
$0.039 to $0.0426 per share in July 2014		17,473,771			17,474			687,009									704,483						704,483

Common shares issued for notes and accrued interest conversion ranging from $0.04875 to $0.05525
per share on August 20 and September 4, 2014		1,202,664			1,203			61,019									62,222						62,222

Exercise of warrants for cash at $0.039
per share in during the quarter ending September 30,2014		8,646,803			8,646			329,694									338,340						338,340

Reclassification of derivative liability to additional paid-in capital
associated with the exercise of warrants								403,829									403,829						403,829

Commissions paid in connection with the exercise of
warrants during the quarter ending September 30, 2014								(33,174	)								(33,174	)					(33,174	)

Reclassification of derivative liability to additional paid-in capital
associated with the notes and accrued interest conversion								50,607									50,607						50,607

Warrants issued to the placement agent in connection with
issuance and conversion of convertible notes								(52,679	)								(52,679	)					(52,679	)

Common shares issued for officer's service on February 24, 2014
earned during the period endng September 30, 2014								53,365									53,365						53,365

Common shares issued for future director service on December 4, 2013
earned during the period endng September 30, 2014								23,438									23,438						23,438

														1,558,690			1,558,690			(51,744	)		1,506,946

Balance, September 30, 2014		197,372,718		$	197,371		$	16,380,065		$	-		$	(12,039,251	)	$	4,538,185		$	(344,497	)	$	4,193,688

See accompanying notes to the consolidated financial statements.

Stevia Corp.

Consolidated Statements of Cash Flows

	For the Six Months			For the Six months
	Ended			Ended
	September 30, 2014			September 30, 2013
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income (loss) before non-controlling interest	$	1,506,946		$	(1,291,930	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation expense		1,766			1,806
Amortization expense - acquired technology		54,510			54,510
Amortization expense - website development costs		956			534
Amortization of discount on convertible notes payable		393,506			563,183
Change in fair value of derivative liability		(1,991,393	)		(635,844	)
Common shares issued for director services earned during the period		153,605			187,500
Common shares issued for services-related party		-			600,000
Common shares issued for outside services		26,683			100,000
Changes in operating assets and liabilities:
Accounts receivable		331,254			138,767
Deposit for formation of majority-owned subsidiary		(25,000	)		-
Prepaid seeds and fertilizer		(2,096,222	)		-
Other current assets		1,878			(42,351	)
Security deposit		15,000			-
Accounts payable		(414,888	)		209,225
Accounts payable - president and CEO		63,111			82,749
Credit card payable		659			-
Accrued expenses		1,850			(10,600	)
Accrued interest		63,921			47,904

Net cash provided by (used in) operating activities		(1,911,858	)		5,453

Cash flows from investing activities:
Investment in convertible note receivable		(250,000	)		-
Purchases of property and equipment		(3,633	)		(16,475	)
Website development costs		(12,162	)		-

Net cash used in investing activities		(265,795	)		(16,475	)

Cash flows from financing activities:
Advances from (repayments to) president and significant stockholder		1,645			(10,495	)
Proceeds from issuance of convertible notes, net of costs		735,000			278,000
Proceeds from sale of common stock, net of costs		225,000			-
Proceeds from exercise of warrants, net of costs		791,040			152,013

Net cash provided by financing activities		1,752,685			419,518

Net change in cash		(424,968	)		408,496

Cash at beginning of reporting period		735,044			424,475

Cash at end of reporting period	$	310,076		$	832,971

Supplemental disclosure of cash flows information:
Interest paid	$	-		$	-

Income tax paid	$	-		$	-


Non-cash investing and financing activities:
Issuance of common stock for conversion of convertible notes	$	-		$	1,042,000

Issuance of common stock for conversion of accrued interest	$	24,777		$	-

See accompanying notes to the consolidated financial statements.

Stevia Corp.

September 30, 2014 and 2013

Notes to the Consolidated Financial Statements

(Unaudited)

Note 1 – Organization and Operations

Stevia Corp. (Formerly Interpro Management Corp.)

Interpro Management Corp (“Interpro”) was incorporated under the laws of the State of Nevada on May 21, 2007. Interpro focused on developing and offering web based software that was designed to be an online project management tool used to enhance an organization’s efficiency through planning and monitoring the daily operations of a business.

On March 4, 2011, Interpro amended its Articles of Incorporation, and changed its name to Stevia Corp. (“Stevia” or the “Company”) to reflect its intended acquisition of Stevia Ventures International Ltd.

The Company discontinued its web-based software business upon the acquisition of Stevia Ventures International Ltd. on June 23, 2011.

Stevia Ventures International Ltd.

Stevia Ventures International Ltd. (“Ventures”) was incorporated on April 11, 2011 under the laws of the Territory of the British Virgin Islands (“BVI”). Ventures owns certain rights relating to stevia production, including certain assignable exclusive purchase contracts and an assignable supply agreement related to stevia.

Acquisition of Stevia Ventures International Ltd. Recognized as a Reverse Acquisition

On June 23, 2011 (the “Closing Date”), the Company closed a voluntary share exchange transaction with Ventures pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Ventures and George Blankenbaker, the stockholder of Ventures (the “Ventures Stockholder”).

Immediately prior to the consummation of the Share Exchange Agreement on June 23, 2011, the Company had 79,800,000 common shares issued and outstanding. Simultaneously with the closing of the Share Exchange Agreement, on the Closing Date, Mohanad Shurrab, a shareholder and, as of the Closing Date, the Company’s former Director, President, Treasurer and Secretary, surrendered 33,000,000 shares of the Company's common stock to the Company for cancellation.

As a result of the Share Exchange Agreement, the Company issued 12,000,000 common shares for the acquisition of 100% of the issued and outstanding shares of Ventures. Of the 12,000,000 common shares issued 6,000,000 shares were being held in escrow pending the achievement by the Company of certain post-Closing business milestones (the “Milestones”), pursuant to the terms of the Make Good Escrow Agreement, between the Company, Greenberg Traurig, LLP, as escrow agent and the Ventures’ Stockholder (the “Escrow Agreement”). Even though the shares issued only represented approximately 20.4% of the issued and outstanding common stock, immediately after the consummation of the Share Exchange Agreement, the stockholder of Ventures completely took over and controlled the board of directors and management of the Company upon acquisition.

As a result of the change in control to the then Ventures Stockholder, for financial statement reporting purposes, the merger between the Company and Ventures has been treated as a reverse acquisition with Ventures deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with section 805-10-55 of the FASB Accounting Standards Codification. The reverse acquisition is deemed a capital transaction and the net assets of Ventures (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Ventures which are recorded at their historical cost. The equity of the Company is the historical equity of Ventures retroactively restated to reflect the number of shares issued by the Company in the transaction.

Formation of Stevia Asia Limited

On March 19, 2012, the Company formed Stevia Asia Limited (“Stevia Asia”) under the laws of the Hong Kong Special Administrative Region (“HK SAR”) of the People’s Republic of China (“PRC”), as a wholly-owned subsidiary.

Formation of Stevia Technew Limited (Formerly Hero Tact Limited)/Cooperative Agreement

On April 28, 2012, Stevia Asia formed Hero Tact Limited, as a wholly-owned subsidiary, under the laws of HK SAR, which subsequently changed its name to Stevia Technew Limited (“Stevia Technew”). Stevia Technew intends to facilitate a joint venture relationship with the Company’s technology partner, Guangzhou Health China Technology Development Company Limited, operating under the trade name Tech-New Bio-Technology and Guangzhou’s affiliates Technew Technology Limited. Prior to July 5, 2012, the date of entry into the Cooperative Agreement, Stevia Technew was inactive and had no assets or liabilities.

On July 5, 2012, Stevia Asia entered into a Cooperative Agreement (the "Cooperative Agreement") with Technew Technology Limited ("Technew"), a company incorporated under the companies ordinance of Hong Kong and an associate of Guangzhou Health China Technology Development Company Limited, and Zhang Jia, a Chinese citizen (together with Technew, the "Partners") pursuant to which Stevia Asia and Partners have agreed to make Stevia Technew, a joint venture, of which Stevia Asia legally and beneficially owns 70% of the issued shares and Technew legally and beneficially owns 30% of the issued shares. The Partners will be responsible for managing Stevia Technew and Stevia Asia has agreed to contribute $200,000 per month, up to a total of $2,000,000 in financing, subject to the performance of Stevia Technew and Stevia Asia's financial capabilities. On March 1, 2013, the partners agreed to terminate the Cooperative Agreement specific to the investment in an agricultural project and no further obligation by either party related to the payment of $200,000.

The Cooperative Agreement shall automatically terminate upon either Stevia Asia or Technew ceasing to be a shareholder in Stevia Technew, or may be terminated by either Stevia Asia or Technew upon a material breach by the other party which is not cured within 30 days of notice of such breach.

Formation of SC Brands Pte Ltd

On October 1, 2013, the Company formed SC Brands Pte Ltd (“SC Brands”) under the laws of Singapore, with the Company owning 70% of the shares and 30% owned by a Singapore strategic partner that will provide the working capital funds via fixed convertible notes to the Company. On July 16, 2014, the partner transferred all the 30% ownership to the Company without any financial compensation and SC Brands became a wholly owned subsidiary of the Company. Prior to July 16, 2014, the date of transfer SC Brands was inactive.

Formation of SC Royal Andaman Services Co., Ltd.

On August 15, 2014, SC Brands Pte Ltd formed SC Royal Andaman Services Co., Ltd ("SC Royal"), under the laws of Myanmar, with the Company owning 70% of the shares and 30% owned by a Myanmar citizen.

As of September 30, 2014, SC Royal was inactive.

Formation of Real Hemp, LLC

On February 24, 2014, the Company formed Real Hemp, LLC (“Real Hemp”), a limited liability company under the laws of State of Indiana, as a wholly-owned subsidiary.

Note 2 – Significant and Critical Accounting Policies and Practices

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation – Unaudited Interim Financial Information

The unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the fiscal year ended March 31, 2014 and notes thereto contained in the Company’s Annual Report on Form 10-K as filed with the SEC on July 15, 2014.

Fiscal Year End

The Company elected March 31st as its fiscal year end date upon its formation.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

(i)	Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

(ii)

Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and general economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole.

(iii)

Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

(iv)

Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

(v)

Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s) to value share options and similar instruments.

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Principles of Consolidation

The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

The Company's consolidated subsidiaries and/or entities are as follows:

Name of consolidated subsidiary or entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition, if applicable)	Attributable interest

Stevia Ventures International Ltd.	The Territory of the British Virgin Islands	April 11, 2011		100	%

Stevia Asia Limited	Hong Kong SAR	March 19, 2012		100	%

Stevia Technew Limited	Hong Kong SAR	April 28, 2012		70	%

SC Brands Pte Ltd	Singapore	October 1, 2013		70	%

Real Hemp, LLC	State of Indiana	February 24, 2014		100	%

SC Royal Andaman Services Co., Ltd.	Myanmar	August 15, 2014		70	%

The consolidated financial statements include all accounts of the Company and the consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended.

All inter-company balances and transactions have been eliminated.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.

Fair Value of Financial Instruments

The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepayments and other current assets, accounts payable, accrued expenses, and accrued interest, approximate their fair values because of the short maturity of these instruments.

The Company’s convertible notes payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at September 30, 2014 and March 31, 2014.

The Company’s Level 3 financial liabilities consist of the derivative warrants for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation and the derivative liability on the conversion feature of the convertible notes payable. The Company valued the automatic conditional conversion, re-pricing/down-round, change of control; default and follow-on offering provisions using a lattice model, with the assistance of a third party valuation specialist, for which management understands the methodologies. These models incorporate transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date.

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

Level 3 Financial Liabilities – Derivative Warrant Liabilities and Derivative Liability on Conversion Feature

The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative warrant liability and derivative liability on the conversion feature at every reporting period and recognizes gains or losses in the consolidated statements of operations that are attributable to the change in the fair value of the derivative liabilities.

Accounts Receivable and Allowance for Doubtful Accounts

Pursuant to FASB ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts.. The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9 Losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) The amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Bad debt expense is included in general and administrative expenses, if any.

Pursuant to FASB ASC paragraph 310-10-35-41 Credit losses for trade receivables (uncollectible trade receivables), which may be for all or part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged off shall be recorded when received. The Company charges off its trade account receivables against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

There was no allowance for doubtful accounts as of September 30, 2014 or March 31, 2014.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited.

Pursuant to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of furniture and fixture is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years.

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

Intangible Assets Other Than Goodwill

The Company has adopted paragraph 350-30-25-3 of the FASB Accounting Standards Codification for intangible assets other than goodwill. Under the requirements, the Company amortizes the acquisition costs of intangible assets other than goodwill on a straight-line basis over the estimated useful lives of the respective assets as follows:

Stevia Corp 10-Q