Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Dec. 31, 2013 | Feb. 17, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Stevia Corp | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001439813 | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 89,711,849 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
Current assets: | ' | ' |
Cash | $85,366 | $424,475 |
Accounts receivable | 164,988 | 158,008 |
Seeds | 1,807,000 | 0 |
Prepayments and other current assets | 74,946 | 33,096 |
Total current assets | 2,132,300 | 615,579 |
Non-current assets: | ' | ' |
Property and equipment | 24,400 | 7,925 |
Accumulated depreciation | -4,334 | -1,234 |
Property and equipment, net | 20,066 | 6,691 |
Acquired technology | 1,635,300 | 1,635,300 |
Accumulatd amortization | -163,530 | -81,765 |
Acquired technology, net | 1,471,770 | 1,553,535 |
Website development costs | 5,315 | 5,315 |
Accumulated amortization | -2,670 | -1,869 |
Website development costs, net | 2,645 | 3,446 |
Security deposit | 15,000 | 15,000 |
Total assets | 3,641,781 | 2,194,251 |
Current liabilities: | ' | ' |
Accounts payable | 1,092,237 | 948,073 |
Accounts payable - president and CEO | 262,576 | 89,193 |
Accrued expenses | 9,600 | 19,700 |
Accrued interest | 145,144 | 21,627 |
Advances from president and significant stockholder | 10,743 | 21,238 |
Convertible notes payable - net of discount | 1,071,569 | 357,700 |
Current portion of derivative liability | 0 | 0 |
Total current liabilities | 2,591,869 | 1,457,531 |
Non-Current liabilities: | ' | ' |
Derivative note liabilities | 227,772 | 0 |
Derivative warrant liabilities | 369,747 | 486,113 |
Total non-current liabilities | 597,519 | 486,113 |
Total liabilities | 3,189,388 | 1,943,644 |
Stevia Corp stockholders' equity: | ' | ' |
Preferred stock par value $0.001: 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock par value $0.001: 250,000,000 shares authorized, 82,695,634 and 63,555,635 shares issued and outstanding, respectively | 82,695 | 63,556 |
Additional paid-in capital | 6,813,321 | 4,760,624 |
Common stock to be issued | 279,222 | 0 |
Accumulated deficit | -6,376,899 | -4,359,415 |
Total Stevia Corp stockholders' equity | 798,339 | 464,765 |
Non-controlling interest in subsidiary | ' | ' |
Noncontrolling interest - retained earnings in consolidated subsidiaries | -345,946 | -214,158 |
Non-controlling interest in subsidiary | -345,946 | -214,158 |
Total Equity | 452,393 | 250,607 |
Total Liabilities and Equity | $3,641,781 | $2,194,251 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parentheticals (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
Parentheticals | ' | ' |
Preferred Stock | $0.00 | $0.00 |
Preferred stock Authorised | 1,000,000 | 1,000,000 |
Common Stock, no par value | $0.00 | $0.00 |
Common stock Authorised | 250,000,000 | 250,000,000 |
Common Stock, shares issued | 82,695,634 | 82,695,634 |
Common Stock, shares outstanding | 63,555,635 | 63,555,635 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ' | ' | ' | ' |
Revenues | $388,746 | $8,142 | $1,893,865 | $120,939 |
Cost of revenues | ' | ' | ' | ' |
Farm produce | 0 | 0 | 758,809 | 0 |
Farm expenses | 4,925 | 66,743 | 318,234 | 66,743 |
Farm field lease | 0 | 6,250 | 0 | 21,250 |
Farm management services - related parties | 60,000 | 60,000 | 180,000 | 652,550 |
Total cost of revenues | 64,925 | 132,993 | 1,257,043 | 740,543 |
Gross margin | 323,821 | -124,851 | 636,822 | -619,604 |
Operating expenses: | ' | ' | ' | ' |
Directors' fees | 7,813 | 93,750 | 195,313 | 281,250 |
Professional fees | 178,135 | 123,356 | 487,867 | 352,031 |
Research and development | 71,930 | 0 | 262,810 | 118,669 |
Salary and compensation - officer | 0 | 0 | 600,000 | 0 |
Salary and compensation - others | 378 | 59,105 | 66,556 | 110,982 |
General and administrative expenses | 133,641 | 69,302 | 387,040 | 204,616 |
Total operating expenses | 391,897 | 345,513 | 1,999,586 | 1,067,548 |
Loss from operations | -68,076 | -470,364 | -1,362,764 | -1,687,152 |
Other (income) expense: | ' | ' | ' | ' |
Change in fair value of derivative liability | -40,105 | -73,723 | -675,949 | -305,244 |
Debt discount | 63,263 | 0 | 626,446 | 0 |
Financing cost | 8,000 | 2,807 | 30,000 | 16,125 |
Foreign currency transaction gain (loss) | 0 | 1 | 0 | 1,316 |
Interest expense | 75,613 | 10,130 | 123,516 | 40,462 |
Other (income) expense | 83,343 | 0 | 83,343 | 0 |
Total other (income) expense | 789,266 | -60,785 | 786,508 | -247,341 |
Loss before income tax provision and non-controlling interest | -857,342 | -409,579 | -2,149,272 | -1,439,811 |
Income tax provision | 0 | 0 | 0 | 0 |
Net loss | ' | ' | ' | ' |
Net loss before non-controlling interest | -857,342 | -409,579 | -2,149,272 | -1,439,811 |
Net loss attributable to the non-controlling interest | -25,932 | -44,978 | -131,788 | -97,338 |
Net income (loss) attributable to Stevia Corp. | ($831,410) | ($364,601) | ($2,017,484) | ($1,342,473) |
Net income (loss) per common share- Basic and diluted: | ($0.01) | ($0.01) | ($0.03) | ($0.02) |
Weighted average common shares outstanding - basic and diluted | 79,632,959 | 63,225,253 | 72,842,975 | 61,613,572 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss before non-controlling interest | ($2,149,272) | ($1,439,811) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Depreciation expense | 3,100 | 762 |
Amortization expense - acquired technology | 81,765 | 54,510 |
Amortization expense - website development costs | 801 | 801 |
Amortization of discount of convertible notes payable | 626,446 | 0 |
Change in fair value of derivative liability | -675,949 | -305,244 |
Common shares issued for director services earned during the period | 195,312 | 281,250 |
Common shares issued for services-related party | 600,000 | 272,550 |
Common shares issued for outside services | 205,860 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -6,980 | -120,659 |
Prepayments and other current assets | -41,850 | 142,858 |
Accounts payable | 144,164 | 412,110 |
Accounts payable - president and CEO | 173,383 | 0 |
Accrued expenses | -10,100 | 6,045 |
Accrued interest | 123,517 | 40,397 |
Net cash used in operating activities | -895,651 | -654,431 |
Cash flows from investing activities: | ' | ' |
Purchases of property, plant and equipment | -16,475 | -4,889 |
Net cash used in investing activities | -16,475 | -4,889 |
Cash flows from financing activities: | ' | ' |
Advances from (repayments to) president and significant stockholder | -10,495 | 2,100 |
Proceeds from issuance of convertible notes, net of costs | 431,500 | 200,000 |
Proceeds from sale of common stock, net of costs | 0 | 447,500 |
Proceeds from exercise of warrants, net of costs | 152,012 | 0 |
Net cash provided by financing activities | 573,017 | 649,600 |
Net change in cash | -339,109 | -9,720 |
Cash at beginning of the period | 424,475 | 15,698 |
Cash at end of the period | 85,366 | 5,978 |
Supplemental disclosure of cash flows information: | ' | ' |
Interest paid | 0 | 0 |
Income tax paid | 0 | 0 |
Non-cash investing and financing activities: | ' | ' |
Issuance of common stock for past due payables | 1,042,000 | 0 |
Issuance of common stock for conversion of convertible notes | 0 | 500,000 |
Issuance of common stock for conversion of accrued interest | $0 | $27,739 |
Consolidated_Statement_of_Equi
Consolidated Statement of Equity (Deficit) (USD $) | Common Stock, $0.001 Par Value Number of Shares | Common Stock, $0.001 Par Value Amount | Additional paid-in Capital | Common stock to be Issued | Accumulated Deficit | Total STEV Stockholders Equity (Deficit) | Non- controlling Interest | Total Equity (Deficit) |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Balance at Mar. 31, 2012 | 58,354,775 | 58,355 | 1,474,751 | 0 | -2,323,551 | -790,445 | 0 | -790,445 |
Restricted common shares issued for farm management services to a related party valued at $0.79 per share discounted at 69% on July 5, 2012 | 500,000 | 500 | 272,050 | 0 | 0 | 272,550 | 0 | 272,550 |
Restricted common shares issued for technology rights valued at $0.79 per share discounted at 69% on July 5, 2012 | 3,000,000 | 3,000 | 1,632,300 | 0 | 0 | 1,635,300 | 0 | 1,635,300 |
Common shares issued for notes conversion at $0.832143 per share on July 6, 2012 | 600,858 | 601 | 499,399 | 0 | 0 | 500,000 | 0 | 500,000 |
Common shares issued for conversion of accrued interest at $0.832143 per share on July 6, 2012 | 33,335 | 33 | 27,707 | 0 | 0 | 27,740 | 0 | 27,740 |
Common shares and warrants issued to two investors for cash at $0.46875 per unit on August 6, 2012 | 1,066,667 | 1,067 | 498,933 | 0 | 0 | 500,000 | 0 | 500,000 |
Warrants issued to investors in connection with the sale of equity units on August 6, 2012 classified as derivative liability | ' | $0 | ($381,300) | $0 | $0 | ($381,300) | $0 | ($381,300) |
Commissions and legal fees paid in connection with the sale of equity units on August 6, 2012 | ' | 0 | -52,500 | 0 | 0 | -52,500 | 0 | -52,500 |
Warrants issued to placement agent in connection with the sale of equity units on August 6, 2012 classified as derivative liability | ' | 0 | -30,504 | 0 | 0 | -30,504 | 0 | -30,504 |
Issuance of warrants in connection with convertible note payable issued in February and March 2013 | ' | 0 | 220,438 | 0 | 0 | 220,438 | 0 | 220,438 |
Beneficial conversion feature in connection with convertible note payable issued in February and March 2013 | ' | 0 | 224,350 | 0 | 0 | 224,350 | 0 | 224,350 |
Common shares issued for future director services on October 4, 2011 earned during the period | ' | 0 | 375,000 | 0 | 0 | 375,000 | 0 | 375,000 |
Net loss | ' | 0 | 0 | 0 | -2,035,864 | -2,035,864 | -214,158 | -2,250,022 |
Balance at Mar. 31, 2013 | 63,555,635 | 63,556 | 4,760,624 | 0 | -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 | 0 | 0 | 100,000 | 0 | 100,000 |
Exercise of warrant with exercise price adjusted to $0.20 per share on May 6, 2013 | 853,333 | 853 | 169,813 | 0 | 0 | 170,666 | 0 | 170,666 |
Commissions and legal fees paid in connection with the exercise of units on May 6, 2013 | ' | 0 | -18,653 | 0 | 0 | -18,653 | 0 | -18,653 |
Reclassification of derivative liability to additional paid-in capital associated with the exercise of warrants | ' | 0 | 595,852 | 0 | 0 | 595,852 | 0 | 595,852 |
Warrants issued to investors in connection with warrants exercised on May 6, 2013 classified as derivative liability | ' | 0 | -833,106 | 0 | 0 | -833,106 | 0 | -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 | 0 | 0 | 600,000 | 0 | 600,000 |
Reclassification of derivative liability for warrants that became deravatives | ' | 0 | -167,949 | 0 | 0 | -167,949 | 0 | -167,949 |
Anti-dilution shares issued in accordance with the Security Purchase Agreement dated August 1, 2012 on October 1, 2013 | 286,666 | 286 | -286 | 0 | 0 | 0 | 0 | 0 |
Common shares issued for future director service on December 4, 2013 | 1,500,000 | 1,500 | 186,000 | 0 | 0 | 187,500 | 0 | 187,500 |
Common shares issued for future director service on December 4, 2013. | ' | -187,500 | 0 | 0 | -187,500 | 0 | -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 | 0 | 1,708,937 | 0 | 1,708,937 |
Common shares issued for future director service on December 4, 2013 earned during the period endng December 31, 2013 | ' | 0 | 7,811 | 0 | 0 | 7,811 | 0 | 7,811 |
Net loss | ' | $0 | $0 | $0 | ($2,017,484) | ($2,017,484) | ($131,788) | ($2,149,272) |
Balance at Dec. 31, 2013 | 82,695,634 | 82,695 | 6,813,321 | 279,222 | -6,376,899 | 798,339 | -345,946 | 452,393 |
Organization_and_Operations
Organization and Operations | 9 Months Ended |
Dec. 31, 2013 | |
ORGANIZATION AND OPERATIONS | ' |
ORGANIZATION AND OPERATIONS | ' |
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. As of December 31, 2013 SC Brands was inactive. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||
Note 2 – Summary of Significant Accounting Policies | |||||||||
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, 2013 and notes thereto contained in the Company’s Annual Report on Form 10-K as filed with the SEC on July 16, 2013. | |||||||||
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) Inventory Obsolescence and Markdowns: The Company’s estimate of potentially excess and slow-moving inventories is based on evaluation of inventory levels and aging, review of inventory turns and historical sales experiences. The Company’s estimate of reserve for inventory shrinkage is based on the historical results of physical inventory cycle counts. | |||||||||
(iv) | 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. | ||||||||
(v) | 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. | ||||||||
(vi) | 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 | State or other jurisdiction | Date of incorporation or formation | Attributable | ||||||
subsidiary or entity | of incorporation or organization | (date of acquisition, if applicable) | interest | ||||||
Stevia Ventures International Ltd. | The Territory of the British Virgin Islands | 11-Apr-11 | 100 | % | |||||
Stevia Asia Limited | Hong Kong SAR | 19-Mar-12 | 100 | % | |||||
Stevia Technew Limited | Hong Kong SAR | 28-Apr-12 | 70 | % | |||||
SC Brands Pte Ltd | Singapore | 1-Oct-13 | 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 December 31, 2013 and March 31, 2013. | |||||||||
The Company’s Level 3 financial liabilities consist of the derivative warrant issued in August 2012 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. 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 | |||||||||
Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company 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 economic conditions. | |||||||||
Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received. | |||||||||
Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probablecredit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any. | |||||||||
There was no allowance for doubtful accounts as December 31, 2013 or March 31, 2013. | |||||||||
The Company does not have any off-balance-sheet credit exposure to its customers. | |||||||||
Carrying Value, Recoverability and Impairment of Long-Lived Assets | |||||||||
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property and equipment, acquired technology, and website development costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |||||||||
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful livesagainst their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those 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. | |||||||||
The key assumptions used in management’s estimates of projected cash flow deal largely with forecasts of sales levels and gross margins. These forecasts are typically based on historical trends and take into account recent developments as well as management’s plans and intentions. Other factors, such as increased competition or a decrease in the desirability of the Company’s products or services, could lead to lower projected sales levels, which would adversely impact cash flows. A significant change in cash flows in the future could result in an impairment of long lived assets. | |||||||||
The impairment charges, if any, is included in operating expenses in the accompanying consolidated statements of operations. | |||||||||
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. | |||||||||
Inventories | |||||||||
Inventory Valuation | |||||||||
The Company values inventory, consisting of finished goods, at the lower of cost or market. Cost is determined on the first-in and first-out (“FIFO”) method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) estimates of future demand, and (ii) competitive pricing pressures. | |||||||||
Inventory Obsolescence and Markdowns | |||||||||
The Company evaluates its current level of inventory considering historical sales and other factors and, based on this evaluation, classify inventory markdowns in the income statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification to adjust inventory to net realizable value. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations. | |||||||||
There was no inventory obsolescence for the interim period ended December 31, 2013 or 2012. | |||||||||
There was no lower of cost or market adjustments for the interim period ended December 31, 2013 or 2012 | |||||||||
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 goodwillon a straight-line basis over the estimated useful lives of the respective assets as follows: | |||||||||
Estimated Useful Life (Years) | |||||||||
Acquired technology | 15 | ||||||||
Website development costs | 5 | ||||||||
Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. | |||||||||
Related Parties | |||||||||
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |||||||||
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |||||||||
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |||||||||
Extinguishment Accounting | |||||||||
On July 25, 2013, the Supreme Court of the State of New York, County of New York (the "Court"), entered an order (the "Order") approving the settlement (the "Settlement Agreement") between the Company and Hanover Holdings I, LLC, a New York limited liability company ("Hanover"), Hanover commenced the action against the Company on July 12, 2013 to recover $1,042,000 of past-due accounts payable of the Company, plus fees and costs (the "Claim"). The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on July 25, 2013. | |||||||||
The Settlement Agreement provides that the Initial Settlement Shares will be subject to adjustment on the trading day immediately following the Calculation Period to reflect the intention of the parties that the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement be based upon a specified discount to the trading volume weighted average price (the "VWAP") of the Common Stock for a specified period of time subsequent to the Court's entry of the Order. | |||||||||
The Company considered the settlement of debt with common shares as an extinguishment of debt and applied extinguishment accounting accordingly. The Company compared the trade accounts payable and related settlement costs with the fair value of common shares issued. Because the fair value of common shares issued was $561,077 greater than trade accounts payable and related settlement costs, the Company applied extinguishment accounting, resulting in a loss on extinguishment of debt of $561,077, for the reporting period ended December 31, 2013. | |||||||||
Derivative Instruments and Hedging Activities | |||||||||
The Company accounts for derivative instruments and hedging activities in accordance with paragraph 810-10-05-4 of the FASB Accounting Standards Codification (“Paragraph 810-10-05-4”). Paragraph 810-10-05-4 requires companies to recognize all derivative instruments as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends upon: (i) whether the derivative has been designated and qualifies as part of a hedging relationship, and (ii) the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument based upon the exposure being hedged as either a fair value hedge, cash flow hedge or hedge of a net investment in a foreign operation. | |||||||||
Derivative Liability | |||||||||
The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations and comprehensive income (loss) as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. | |||||||||
In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | |||||||||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. | |||||||||
The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”)to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The adoption of Section 815-40-15 has affected the accounting for (i) certain freestanding warrants that contain exercise price adjustment features and (ii) convertible bonds issued by foreign subsidiaries with a strike price denominated in a foreign currency. | |||||||||
The Company marks to market the fair value of the embedded derivative warrants at each balance sheet date and records the change in the fair value of the embedded derivative warrants as other income or expense in the consolidated statements of operations and comprehensive income (loss). | |||||||||
The Company utilizes the Lattice model that values the liability of the derivative warrants based on a probability weighted discounted cash flow model with the assistance of the third party valuation firm. The reason the Company picks the Lattice model is that in many cases there may be multiple embedded features or the features of the bifurcated derivatives may be so complex that a Black-Scholes valuation does not consider all of the terms of the instrument. Therefore, the fair value may not be appropriately captured by simple models. In other words, simple models such as Black-Scholes may not be appropriate in many situations given complex features and terms of conversion option (e.g., combined embedded derivatives). The Lattice model is based on future projections of the various potential outcomes. The features that were analyzed and incorporated into the model included the exercise and full reset features. Based on these features, there are two primary events that can occur; the Holder exercises the Warrants or the Warrants are held to expiration. The Lattice model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, exercise price, volatility, etc.). Projections were then made on the underlying factors which led to potential scenarios. Probabilities were assigned to each scenario based on management projections. This led to a cash flow projection and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed to determine the value of the derivative warrants. | |||||||||
Beneficial Conversion Feature | |||||||||
When the Company issues an debt or equity security that is convertible into common stock at a discount from the fair value of the common stock at the date the debt or equity security counterparty is legally committed to purchase such a security (Commitment Date), a beneficial conversion charge is measured and recorded on the Commitment Date for the difference between the fair value of the Company's common stock and the effective conversion price of the debt or equity security. If the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to the debt or equity security, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the debt or equity security. | |||||||||
Commitment and Contingencies | |||||||||
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |||||||||
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. | |||||||||
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |||||||||
Non-controlling Interest | |||||||||
The Company follows paragraph 810-10-65-1 of the FASB Accounting Standards Codification to report the non-controlling interests in its majority owned subsidiaries in the consolidated statements of balance sheets within the equity section, separately from the Company’s stockholders’ equity. Non-controlling interests represents the non-controlling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiaries. Non-controlling interest is adjusted for the non-controlling interest holder’s proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance. | |||||||||
Revenue Recognition | |||||||||
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv)collectability is reasonably assured. | |||||||||
Shipping and Handling Costs | |||||||||
The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of goods sold as incurred. | |||||||||
Research and Development | |||||||||
The Company follows paragraph 730-10-25-1 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 2 “Accounting for Research and Development Costs”) and paragraph 730-20-25-11 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 68 “Research and Development Arrangements”) for research and development costs. Research and development costs are charged to expense as incurred.Research and development costs consist primarily of remuneration for research and development staff, depreciation and maintenance expenses of research and development equipment, material and testing costs for research and development as well as research and development arrangements with unrelated third party research and development institutions. | |||||||||
Non-refundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities | |||||||||
The research and development arrangements usually involve specific research and development projects. Often times, the Company makes non-refundable advances upon signing of these arrangements. The Company adopted paragraph 730-20-25-13 and 730-20-35-1 of the FASB Accounting Standards Codification (formerly Emerging Issues Task Force Issue No. 07-3 “Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities”) for those non-refundable advances. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the related goods are delivered or the related services are performed. The management continues to evaluate whether the Company expect the goods to be delivered or services to be rendered. If the management does not expect the goods to be delivered or services to be rendered, the capitalized advance payment are charged to expense. | |||||||||
Stock-Based Compensation for Obtaining Employee Services | |||||||||
The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum ("PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||
The fair value of non-derivative option award is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||||||
· | Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term =(vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||||||
· | Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||||||||
· | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||||||
· | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. | ||||||||
The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. | |||||||||
Equity Instruments Issued to Parties other than Employees for Acquiring Goods or Services | |||||||||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Subtopic 505-50 of the FASB Accounting Standards Codification (“Subtopic 505-50”). | |||||||||
Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum ("PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||
The fair value of non-derivative option or warrant award is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||||||
· | Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||||||
· | Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index.The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||||||||
· | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option and similar instruments. | ||||||||
· | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option and similar instruments. | ||||||||
Pursuant to Paragraphs 505-50-25-8, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. | |||||||||
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9,an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised. | |||||||||
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. | |||||||||
Income Tax Provision | |||||||||
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.Deferred tax assets are reduced by a valuation allowance to the extent management concludes it ismore likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of income and comprehensive income (loss) in the period that includes the enactment date. | |||||||||
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. | |||||||||
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. | |||||||||
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | |||||||||
Uncertain Tax Positions | |||||||||
The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting period ended December 31, 2013 or 2012. | |||||||||
Limitation on Utilization of NOLs due to Change in Control | |||||||||
Pursuant to the Internal Revenue Code Section 382 (“Section 382”), certain ownership changes may subject the NOL’s to annual limitations which could reduce or defer the NOL. Section 382 imposes limitations on a corporation’s ability to utilize NOLs if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the NOLs to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such NOLs to expire unused, reducing or eliminating the benefit of such NOLs. | |||||||||
Net Income (Loss)per Common Share | |||||||||
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. | |||||||||
The following table shows the potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation as they were anti-dilutive: | |||||||||
Potentially Outstanding Dilutive Common Shares | |||||||||
For Interim | For Interim | ||||||||
PeriodEnded | Period Ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Make Good Escrow Shares | |||||||||
Make Good Escrow Agreement shares issued and held with the escrow agent in connection with the Share Exchange Agreement consummated on June 23, 2011 pending the achievement by the Company of certain post-Closing business milestones (the “Milestones”). | - | 3,000,000 | |||||||
Sub-total Make Good Escrow Shares | - | 3,000,000 | |||||||
Convertible Note Shares | |||||||||
On March 7, 2012, the Company issued a convertible note in the principal amount of $200,000 with interest at 10% per annum due one (1) year from the date of issuance with the conversion price to be the same as the next private placement price on a per share basis, provided that the Company completes a private placement with gross proceeds of at least $100,000. On August 6, 2012, the Company completed the very next private placement at $0.46875 per share with gross proceeds of at least $100,000. On March 15, 2013, the above note was cancelled and reissued with a new convertible note consisting of the prior principal amount and the entire accrued unpaid interest for the total amount of $220,438 with interest at 12% per annum convertible at $0.25 per share due on September 30, 2013. The note is currently past due with no penalty and the Company continues to accrue the interest at 10% per annum. | 881,752 | 426,667 | |||||||
On May 30, 2012, the Company issued a convertible note in the principal amount of $200,000 with interest at 10% per annum due one (1) year from the date of issuance with the unpaid principal and any accrued and unpaid interest thereon convertible, as of the Conversion Date, at the lower of (a) the price per share at which shares of capital stock issued in the Financing are sold in the Financing, or (b) the closing price of the Company's securities if traded on a securities exchange, or if actively traded over-the-counter, the average closing bid price for the securi1ies, in each case over the thirty (30) day period prior to the Conversion Date; provided however, that if no active trading market for the securities exists at the time of the conversion, such amount shall be the fair market value of a share of the Company's common stock as determined in good faith by Company's Board of Directors. A "Financing" means the closing of the sale of shares of capital stock of the Company in the first equity financing transaction after the date first set forth above, in which the Company receives gross proceeds of at least $100,000, excluding conversion of this Note. The note is currently past due with no penalty and the Company continues to accrue the interest at 10% per annum. | 1,739,130 | 426,667 | |||||||
On February 26, 2013, the Company issued two (2) convertible notes in the principal amount of $250,000 and $100,000, respectively, convertible at $0.25 per share, with interest at 12% per annum due on September 30, 2013. The note is currently past due with no penalty and the Company continues to accrue the interest at 12% per annum. | 1,400,000 | - | |||||||
On July 16, 2013, the Company issued a convertible note in the principal amount of $111,111 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12% after 90 days. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date. | 1,762,228 | - | |||||||
On August 27, 2013, the Company issued a convertible note in the principal amount of $153,500, convertible at 65% of the three lowest bids for 30 trading days before the conversion date with interest at 8% per annum, due on May 26, 2014. | 2,353,573 | - | |||||||
On September 26, 2013, the Company issued a convertible note in the principal amount of $27,778 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12%. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date. | 440,571 | - | |||||||
On October 15, 2013, the Company issued a convertible note in the principal amount of $58,000 with an $8,000 Original Issuance Discount ("OID") and with interest at 10% per annum, convertible at $0.20 per share, due on May 1, 2014. | 290,000 | - | |||||||
On November 21, 2013, the Company issued a convertible note in the principal amount of $53,000, convertible at 65% of the three lowest bids for 30 trading days before the conversion date with interest at 8% per annum, due on August 25, 2014. | 812,634 | - | |||||||
On December 9, 2013, the Company issued a convertible note in the principal amount of $55,556 with a 10% Original Issuance Discount ("OID") and 12% one time interest. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date . | 881,142 | - | |||||||
Sub-total Convertible Note Shares | 10,561,070 | 853,334 | |||||||
Warrant Shares | |||||||||
On August 6, 2012, the Company issued (i) warrants to purchase 1,066,667 shares, in the aggregate, of the Company’s common stock to investors (the “investor warrants”) and (ii) warrants to purchase 85,333 shares of the Company's common stock to the placement agent (the "agent warrants") with an exercise price of $0.6405 per share, subject to certain adjustments pursuant to Section 3(b) Subsequent Equity Sales of the SPA, expiring five (5) years from the date of issuance. On February 26, 2013, warrantsissued subsequent to these warrantstriggered a reset of these warrants exercise price to $0.25 per share and the shares to be issued under the warrants were adjusted to 2,951,424 shares accordingly. On May 8, 2013, the Company completed a private placement at $0.20 per share with gross proceeds more than $100,000; this event triggered the reset of the conversion price of the convertible note to $0.20 per share and the shares to be issued under the warrants were adjusted to 3,689,280 shares accordingly. On May 8, 2013, investors exercised the warrants to purchase 2,732,799 shares (853,333 original shares) at $0.20 per share. | 956,481 | 1,152,000 | |||||||
On February 26, 2013, the Company issued warrants to purchase 1,000,000 and 400,000 shares respectively, or 1,400,000 shares in the aggregate, of the Company’s common stock to two (2) note holders in connection with the issuance of convertible notes. | 1,400,000 | - | |||||||
On March 15, 2013, the Company issued a warrant to purchase 881,753 shares of the Company’s common stock to the note holder in connection with the issuance of the convertible note. | 881,753 | - | |||||||
On May 6, 2013, the Company issued three (3) series of warrants: | 2,027,520 | - | |||||||
Series A warrants include (i) warrants to purchase 1,877,333 shares of the Company’s common stock to the investor and (ii) warrants to purchase 150,187 shares of the Company's common stock to the placement agent (the "agent warrants") with an exercise price of $0.20 per share expiring five (5) years from the date of issuance. | |||||||||
1,151,999 | - | ||||||||
Series B warrants include (i) warrants to purchase 1,066,666 shares of the Company’s common stock to the investor and (ii) warrants to purchase 85,333 shares of the Company's common stock to the placement agent (the "agent warrants") with an exercise price of $0.25 per share expiring five (5) years from the date of issuance. | |||||||||
2,534,399 | - | ||||||||
Series C warrants include (i) warrants to purchase 2,346,666 shares of the Company’s common stock to the investor and (ii) warrants to purchase 187,733 shares of the Company's common stock to the placement agent (the "agent warrants") with an exercise price of $0.25 per share expiring five (5) years from the date of issuance. The warrants are exercisable under the condition of Series A warrants are exercised. | |||||||||
On October 15, 2013, the Company issued warrants to purchase 1,000,000 shares of the Company’s common stock to a note holder with an exercise price of $0.25 per share in connection with the issuance of convertible note. | 1,000,000 | - | |||||||
Sub-total Warrant Shares | 9,952,152 | 1,152,000 | |||||||
Total potentially outstanding dilutive common shares | 20,513,222 | 5,005,334 | |||||||
Cash Flows Reporting | |||||||||
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. | |||||||||
Subsequent Events | |||||||||
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. | |||||||||
Recently Issued Accounting Pronouncements | |||||||||
In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASUadds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013. | |||||||||
In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date." This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013. | |||||||||
In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. | |||||||||
In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. | |||||||||
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Going_Concern
Going Concern | 9 Months Ended |
Dec. 31, 2013 | |
GOING CONCERN | ' |
GOING CONCERN | ' |
Note 3 – Going Concern | |
The consolidated financial statements have been prepared assuming 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. | |
As reflected in the consolidated financial statements, the Company had an accumulated deficit at December 31, 2013, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
The Company is attempting to generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations.While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. | |
The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Inventory_Seeds
Inventory - Seeds | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory - Seeds | ' | ||||||||
Inventory - Seeds | ' | ||||||||
Note 4 – Inventory - Seeds | |||||||||
Inventory – seeds consisted of the following: | |||||||||
31-Dec-13 | 31-Mar-13 | ||||||||
Seeds (*) | $ | 1,807,000 | $ | - | |||||
$ | 1,807,000 | $ | - | ||||||
* The company acquired certain seeds in the amount of $1,807,000 in aggregate which was used for preparation of the fall planting for this spring harvest which will start from the second half of February, 2014 and last through April, 2014, $1,042,000 of which was in default. The vendor sold its accounts receivable of $1,042,000 to a third party, which sued the Company and settled the accounts payable and related legal costs and fees with the Company for the issuance of 15,538,882 common shares in aggregate. | |||||||||
Slow-Moving or Obsolescence Markdowns | |||||||||
The Company recorded no inventory obsolescence adjustments for the reporting period ended December 31, 2013 or 2012. |
Property_and_Equipment
Property and Equipment | 9 Months Ended |
Dec. 31, 2013 | |
PROPERTY AND EQUIPMENT | ' |
PROPERTY AND EQUIPMENT | ' |
Note 5 – Property and Equipment | |
(i) Depreciation Expense | |
Depreciation expense was $3,100 and $762 for the interim period ended December 31, 2013 and 2012, respectively. | |
Acquired_Technology
Acquired Technology | 9 Months Ended |
Dec. 31, 2013 | |
Acquired Technology: | ' |
Acquired Technology | ' |
Note 6 – Acquired Technology | |
On July 5, 2012, the Company acquired the rights to certain technology from Technew Technology Limited in exchange for 3,000,000 restricted shares of the Company's common stock. These restricted shares were valued at $0.79 per share, discounted at 69% taking into consideration its restricted nature and lack of liquidity and consistent trading in the market, for a total value of $1,635,300, which was recorded as acquired technology and is being amortized on a straight-line basis over the acquired technology's estimated useful life of fifteen (15) years. | |
(i) Amortization Expense | |
Amortization expense was $81,765 and $54,510 for the interim period ended December 31, 2013 and 2012, respectively. |
Website_Development_Costs
Website Development Costs | 9 Months Ended |
Dec. 31, 2013 | |
Website Development Costs (TABLE) | ' |
WEBSITE DEVELOPMENT COSTS | ' |
Note 7 – Website Development Costs | |
(i) Amortization expense | |
Amortization expense was $801 each for the interim period ended December 31, 2013 and 2012, respectively. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
RELATED PARTY TRANSACTIONS | ' | ||||||||
RELATED PARTY TRANSACTIONS | ' | ||||||||
Note 8 – Related Party Transactions | |||||||||
Related parties | |||||||||
Related parties with whom the Company had transactions are: | |||||||||
Related Parties | Relationship | ||||||||
George Blankenbaker | President and significant stockholder of the Company | ||||||||
Leverage Investments LLC | An entity owned and controlled by the president and significant stockholder of the Company | ||||||||
Technew Technology Limited | Non-controlling interest holder | ||||||||
Growers Synergy Pte Ltd. | An entity owned and controlled by the president and significant stockholder of the Company | ||||||||
Guangzhou Health Technology Development Company Limited | An entity owned and controlled by Non-controlling interest holder | ||||||||
Advances from Stockholder | |||||||||
From time to time, stockholder of the Company advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. | |||||||||
Lease of Certain Office Space from Leverage Investments, LLC | |||||||||
The Company leases certain office space with Leverage Investments, LLC for $500 per month on a month-to-month basis since July 1, 2011. For the interim periods ended December 31, 2013 and 2012, the Company recorded $4,500 each in rent expense, respectively. | |||||||||
Farm Management and Off-Take Agreement with Growers Synergy Pte Ltd. | |||||||||
On November 1, 2011, the Company entered into a Management and Off-Take Agreement (the “Management Agreement”) with Growers Synergy Pte Ltd. (“GSPL”), a Singapore corporation. Under the terms of the Management Agreement, the Company will engage GSPL to supervise the Company’s farm management operations, recommend quality farm management programs for stevia cultivation, assist in the hiring of employees and provide training to help the Company meet its commercialization targets, develop successful models to propagate future agribusiness services, and provide back-office and regional logistical support for the development of proprietary stevia farm systems in Vietnam, Indonesia and potentially other countries. GSPL will provide services at $20,000 per month for a term of two (2) years from the date of signing expiring on November 1, 2013. The Management Agreement may be terminated by the Company upon 30 day notice. In connection with the Management Agreement, the parties agreed to enter into an off-take agreement whereby GSPL agreed to purchase all of the non-stevia crops produced at the Company’s GSPL supervised farms. | |||||||||
On October 31, 2013 ("Effective Date"), the Company extended the Management and Off-Take Agreement (the “Management Agreement”) with GSPL with the same terms and conditions for a period of two (2) years ("Term") from the Effective Date expiring October 31, 2015 and shall automatically be extended for subsequent period of one (1) year expiring October 31, 2016 ("Extended Term") unless earlier terminated in writing. | |||||||||
Farm management services provided by Growers Synergy Pte Ltd. were as follows: | |||||||||
For the interim | For the interim | ||||||||
period ended | period ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Farm management services – related parties | $ | 180,000 | $ | 180,000 | |||||
$ | 180,000 | $ | 180,000 | ||||||
Future minimum payments required under this agreement were as follows: | |||||||||
Fiscal Year Ending March 31: | |||||||||
2014 (remainder of the fiscal year) | $ | 240,000 | |||||||
2015 | 240,000 | ||||||||
2016 | 240,000 | ||||||||
2017 | 140,000 | ||||||||
$ | 860,000 | ||||||||
Cash Commitment in Connection with the Operations of Stevia Technew | |||||||||
For the fiscal year ended March 31, 2013, Stevia Asia provided Stevia Technew $200,000, all of which has been paid to Guangzhou Health and expended and recorded as farm management services - related parties. 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. |
Convertible_Notes_Payable
Convertible Notes Payable | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
CONVERTIBLE NOTES PAYABLE | ' | ||||||||
CONVERTIBLE NOTES PAYABLE | ' | ||||||||
Note 9 – Convertible Notes Payable | |||||||||
(i) February 26, 2013 issuance of convertible notes with warrants | |||||||||
On February 26, 2013, the Company entered into two (2) 12% convertible notes payable of $350,000 in aggregate (“Convertible Notes”) with two investors (the “Payees”) maturing on September 30, 2013. The Payees have the option to convert the outstanding notes and interest due into the Company’s common shares at $0.25 per share at any time prior to September 30, 2013. In connection with the issuance of the Convertible Notes, the Company granted to the Payees a warrant to purchase 1,400,000 common shares exercisable at $0.25 per share expiring three (3) years from the date of issuance. The notes were currently past due with no penalty and the Company continues to accrue the interest at 12% per annum. | |||||||||
The Company estimated the relative fair value of these warrants on the date of grant, using the Black-Scholes option-pricing model with the following weighted-average assumptions: | |||||||||
Expected option life (year) | 3 | ||||||||
Expected volatility | 74.53 | % | |||||||
Risk-free interest rate | 0.37 | % | |||||||
Dividend yield | 0 | % | |||||||
The relative fair value of these warrants granted, estimated on the date of grant, was $110,425, which was recorded as a discount to the convertible notes payable. After allocating the $110,425 portion of the proceeds to the warrants as a discount to the Convertible Notes, an additional $113,925 was allocated to a beneficial conversion feature by crediting $113,925 to additional paid-in capital and debiting the same amount to the beneficial conversion feature. The Company amortizes the discount and beneficial conversion feature over the term of the Convertible Notes. The amortization of the discount and beneficial conversion feature were fully amortized as of September 30, 2013. | |||||||||
(ii) March 15, 2013 issuance of convertible note with warrant | |||||||||
On March 15, 2013, the Company cancelled a prior convertible note and entered into a 12% convertible note payable of $220,438, which is the total amount of the prior note principal and accrued interest, with the existing investor (the “Payee”), maturing on September 30, 2013. The Payee has the option to convert the outstanding note into the Company’s common shares at $0.25 per share at any time prior to payment in full of the principal balance of the convertible note. In connection with the issuance of the convertible note, the Company granted the Payee a warrant to purchase 881,753 common shares exercisable at $0.25 per share expiring three (3) years from the date of issuance. The note is currently past due with no penalty and the Company continues to accrue the interest at 12% per annum. | |||||||||
The Company estimated the relative fair value of these warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | |||||||||
Expected option life (year) | 3 | ||||||||
Expected volatility | 75.11 | % | |||||||
Risk-free interest rate | 0.4 | % | |||||||
Dividend yield | 0 | % | |||||||
The relative fair value of these warrants was $98,095, which was recorded as a discount to the convertible note payable. After allocating the $98,095, portion of the proceeds to the warrants as a discount to the convertible note, the effective conversion price of the convertible notes payable was lower than the market price at the date of issuance and per calculation the remaining balance of the face amount was allocated to a beneficial conversion feature by crediting $122,343 to additional paid-in capital and debiting the same amount to the beneficial conversion feature. The Company amortizes the discount and beneficial conversion feature over the term of the convertible note and the amounts were fully amortized as of September 30, 2013. | |||||||||
(iii) October 15, 2013 issuance of convertible note with derivative warrant | |||||||||
General Terms | |||||||||
On October 15, 2013, the Company issued a convertible note in the principal amount of $58,000 convertible at $0.20 per share, with an $8,000 Original Issue Discount ("OID") and interest at 10% per annum maturing on May 1, 2014. The Debenture is secured by 1,250,000 restricted common shares of the Company. The restricted shares will be issued in the name of Black Mountain Equities, Inc. upon closing. | |||||||||
Events of Defaults | |||||||||
An “Event of Default”, wherever used herein, means any one of the following events: (i) An “Event of Default”, wherever used herein, means any one of the following events, (ii) A Conversion Failure; (iii) The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company under any applicable bankruptcy or insolvency laws; (iv) (a) The Company or any subsidiary of the Company shall default in any of its obligations under any other indebtness in an amount exceeding $100,000, whether such indebtedness now exists or shall hereafter be created and (b) The Common Stock is suspended or delisted for trading on the Over the Counter Bulletin Board market (the “Primary Market”), (c) The Company loses its ability to deliver shares via “DWAC/FAST” electronic transfer, (d) The Company loses its status as “DTC Eligible.”, (e) The Company shall become late or delinquent in its filing requirements as a fully-reporting issuer registered with the Securities & Exchange Commission. | |||||||||
Piggyback Registration Rights | |||||||||
The Company shall include on the next registration statement the Company files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note. Failure to do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but not less than $25,000, being immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note. | |||||||||
Warrants | |||||||||
In connection with the issuance of the convertible note, the Company granted the note holder a warrant to purchase 1,000,000 common shares with an exercise price of $0.25 per share, subject to certain adjustments pursuant to Section 3(b) Subsequent Equity Sales and Section 3(c) Subsequent Rights Offerings of the warrant ("full price and share reset provisions") expiring five (5) years from the date of issuance. | |||||||||
Pursuant to Section 3 (b) Subsequent Equity Sales if the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to re-price, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. | |||||||||
Pursuant to Section 3 (c) Subsequent Rights Offerings if the Company, at any time while the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP at the record date, then the Exercise Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. | |||||||||
The fair value of note derivative liability and the warrant liability were $11,428 and $76,647, respectively, or $88,075 in aggregate; $50,000 of which was recorded as a discount to the convertible note and the $38,075 remaining balance was recorded as other expense. The Company amortizes OID and the discount to the note over the term of the convertible note and marks to market the warrant value as of each quarter end. | |||||||||
Convertible notes payable consisted of the following: | |||||||||
31-Dec-13 | 31-Mar-13 | ||||||||
On May 30, 2012, the Company issued a convertible note in the principal amount of $200,000 with interest at 10% per annum due one (1) year from the date of issuance with the unpaid principal of this note and any accrued and unpaid interest thereon, as of the Conversion Date, at the lower of (a) the price per share at which shares of capital stock issued in the Financing are sold in the Financing, or (b) the closing price of the Company's securities if traded on a securities exchange, or if actively traded over-the-counter, the average closing bid price for the securi1ies, in each case over the thirty (30) day period prior to the Conversion Date; provided however, that if no active trading market for the securities exists at the time of the conversion, such amount shall be the fair market value of a share of the Company's common stock as determined in good faith by Company's Board of Directors. A "Financing" means the closing of the sale of shares of capital stock of the Company in the first equity financing transaction after the date first set forth above, in which the Company receives gross proceeds of at least $100,000, excluding conversion of this Note. The note is currently past due with no penalty and the Company continues to accrue the interest at 10% per annum. | 200,000 | 200,000 | |||||||
February 26, 2013 convertible notes | 350,000 | 350,000 | |||||||
March 15, 2013 convertible note | 220,438 | 220,438 | |||||||
On July 16, 2013, the Company issued a convertible note in the principal amount of $111,111 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12% after 90 days. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date . | 111,111 | - | |||||||
On August 27, 2013, the Company issued a convertible notes in the principal amount of $153,500 convertible at 65% of the three lowest bids for 30 trading days before the conversion date with interest at 8% per annum due on May 26, 2014. | 153,500 | - | |||||||
On September 26, 2013, the Company issued a convertible note in the principal amount of $27,778 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12%. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date . | 27,778 | - | |||||||
On October 15, 2013, the Company issued a convertible note in the principal amount of $58,000 convertible at $0.20 per share, with an $8,000 Original Issue Discount ("OID") and interest at 10% per annum maturing on May 1, 2014. The Debenture is secured by 1,250,000 restricted common shares of the Company. In connection with the issuance of the convertible note, the Company granted the note holder a warrant to purchase 1,000,000 common shares with an exercise price of $0.25 per share, subject to certain adjustments pursuant to Section 3(b) Subsequent Equity Sales and Section 3(c) Subsequent Rights Offerings of the warrant ("full price and share reset provisions") expiring five (5) years from the date of issuance. | 58,000 | - | |||||||
On November 21, 2013, the Company issued a convertible note in the principal amount of $53,000, convertible at 65% of the three lowest bids for 30 trading days before the conversion date, with interest at 8% per annum, due on August 25, 2014. | 53,000 | - | |||||||
On December 9, 2013, the Company issued a convertible note in the principal amount of $55,556 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12%. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date . | 55,556 | - | |||||||
Sub-total: convertible notes payable | 1,229,383 | 770,438 | |||||||
Discount representing (i) the relative fair value of the warrants issued, (ii) the beneficial conversion features and (iii) the derivative liability on conversion features | (816,310 | ) | (444,788 | ) | |||||
Accumulated amortization of discount on convertible notes payable | 658,496 | 32,050 | |||||||
Remaining discount | (157,814 | ) | (412,738 | ) | |||||
$ | 1,071,569 | $ | 357,770 | ||||||
Derivative_Instruments_and_the
Derivative Instruments and the Fair Value of Financial Instruments | 9 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
DERIVATIVE INSTRUMENTS AND THE FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||||||||||||||
DERIVATIVE INSTRUMENTS AND THE FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||||||||||||||
Note 10 – Derivative Instruments and the Fair Value of Financial Instruments | |||||||||||||||||||||
(i) Warrants Issued | |||||||||||||||||||||
Description of Warrants and Fair Value on Date of Grant | |||||||||||||||||||||
On August 6, 2012, the Company issued (i) warrants to purchase 1,066,667 shares of the Company’s common stock to the investors (the “investors warrants”) and (ii) warrants to purchase 85,333 shares of the Company's common stock to the placement agent (the "agent warrants")with an exercise price of $0.6405 per share, subject to certain adjustments, pursuant to Section 3(b) Subsequent Equity Sales of the SPA, expiring five (5) years from the date of issuance. | |||||||||||||||||||||
On February 26, 2013 and March 15, 2013 the Company issued warrants with an exercise price of $0.25 per share. Pursuant to Section 3(b), the previously issued warrants’ exercise price was reset to $0.25 per share and the number of warrant shares was increased to 2,732,801 and 218,623, respectively, for a total of 2,951,424. | |||||||||||||||||||||
On May 6, 2013, the Company issued warrants with an exercise price of $0.25 per share. Pursuant to Section 3(b), the previously issued warrants' exercise price was reset again to $0.20 per share and the number of warrant shares was increased to 3,416,001 and 273,279, respectively, for a total of 3,689,280. On May 6, 2013, investors exercised warrants to purchase 2,732,799 (out of 3,416,001) shares of the Company’s common stock at $0.20 per share. | |||||||||||||||||||||
On May 6, 2013, the Company issued (i) warrants to purchase 1,877,333 (Series A), 1,066,667 (Series B) and 2,346,666 (Series C), in aggregate 5,290,665 shares of the Company’s common stock to the investors (the “investor warrants”) and (ii) warrants to purchase 150,187 (Series A), 85,333 (Series B) and 187,733 (Series C) shares of the Company's common stock to the placement agent (the "agent warrants")with an exercise price of $0.20 (Series A) per share, $0.25 (Series B) per share and $0.25 (Series C) per share subject to certain adjustments, pursuant to Section 3(b), expiring five (5) years from the date of issuance. | |||||||||||||||||||||
On October 15, 2013, the Company issued a warrant to purchase 1,000,000 common shares with an exercise price at $0.25 per share with full ratchet reset features expiring five (5) years from the date of issuance in connection with the issuance of a convertible note. | |||||||||||||||||||||
Derivative Analysis | |||||||||||||||||||||
Because these warrants have full reset adjustments tied to future issuances of equity securities by the Company, they are subject to derivative liability treatment under Section 815-40-15 of the FASB Accounting Standard Codification (“Section 815-40-15”). | |||||||||||||||||||||
Valuation of Derivative Liability | |||||||||||||||||||||
(a) Valuation Methodology | |||||||||||||||||||||
The Company’s August 6, 2012 and May 6, 2013 warrants do not trade in an active securities market, as such, the Company developed a Lattice model that values the derivative liability of the warrants based on a probability weighted discounted cash flow model. This model is based on future projections of the various potential outcomes. The features that were analyzed and incorporated into the model included the exercise feature and the full ratchet reset. | |||||||||||||||||||||
Based on these features, there are two primary events that can occur; the Holder exercises the Warrants or the Warrants are held to expiration. The model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, exercise price, volatility, etc.). Projections were then made on these underlying factors which led to a set of potential scenarios. As the result of the large Warrant overhang we accounted for the dilution affects, volatility and market cap to adjust the projections. | |||||||||||||||||||||
Probabilities were assigned to each of these scenarios based on management projections. This led to a cash flow projection and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed to determine the value of the derivative warrant liability. | |||||||||||||||||||||
(b) Valuation Assumptions | |||||||||||||||||||||
The Company’s 2013 derivative warrants were valued at each period ending date with the following assumptions: | |||||||||||||||||||||
· | The stock price would fluctuate with the Company projected volatility. | ||||||||||||||||||||
· | The stock price would fluctuate with an annual volatility. The projected volatility curve was based on historical volatilities of the Company for the valuation periods. | ||||||||||||||||||||
· | The Holder would exercise the warrant as they become exercisable (effective registration is projected 4 months from issuance and the earliest exercise is projected 180 days from issuance) at target prices of 2 times the higher of the projected reset price or stock price. | ||||||||||||||||||||
· | The Holder would exercise the warrant at maturity if the stock price was above the project reset prices. | ||||||||||||||||||||
· | A 100% probability of a reset event and a projected financing each quarter for 3 years at prices approximating 93% of market | ||||||||||||||||||||
· | The Warrants with an exercise price of $0.25 exercise price is projected to reset to $0.047 at maturity; the Warrants with an exercise price of $0.20 per share is projected to reset to $0.043at maturity | ||||||||||||||||||||
· | The Company had no reset event during this quarter period ending 12/31/2013. Prior reset events occurred on 2/26/2013 to $0.25 and 5/6/2013 to $0.20. | ||||||||||||||||||||
· | No warrants have expired. Warrants with full reset feature issued during this quarter period ending 12/31/2013 | ||||||||||||||||||||
· | The projected volatility curve for the valuation dates was: | ||||||||||||||||||||
1 Year | 2 Year | 3 Year | 4 Year | 5 Year | |||||||||||||||||
6-Aug-12 | 129% | 178% | 218% | 252% | 281% | ||||||||||||||||
30-Sep-12 | 127% | 173% | 211% | 244% | 272% | ||||||||||||||||
31-Mar-13 | 122% | 167% | 205% | 236% | 264% | ||||||||||||||||
31-Dec-13 | 111% | 168% | 202% | 233% | 261% | ||||||||||||||||
(c) Fair Value of Derivative Warrants | |||||||||||||||||||||
The table below provides a summary of the fair value of the derivative warrant liability and the changes in the fair value of the derivative warrants to purchase 2,951,424 (reset to 6,247,146 on May 1, 2013) shares of the Company’s common stock, including net transfers in and/or out, of derivative warrants measured at fair value on a recurring basis using significant unobservable inputs (Level 3). | |||||||||||||||||||||
Derivative warrants | Total | ||||||||||||||||||||
Assets (Liability) | |||||||||||||||||||||
Balance, September 30, 2012 | $ | (180,284 | ) | $ | (180,284 | ) | |||||||||||||||
Total gains or losses (realized/unrealized) included in: | |||||||||||||||||||||
Net income (loss) | (305,829 | ) | (305,829 | ) | |||||||||||||||||
Other comprehensive income (loss) | - | - | |||||||||||||||||||
Purchases, issuances and settlements | - | - | |||||||||||||||||||
Transfers in and/or out of Level 3 | - | - | |||||||||||||||||||
Balance, March 31, 2013 | (486,113 | ) | (486,113 | ) | |||||||||||||||||
Total gains or losses (realized/unrealized) included in: | |||||||||||||||||||||
Net income (loss) | 675,949 | 675,949 | |||||||||||||||||||
Other comprehensive income (loss) | - | - | |||||||||||||||||||
Purchases, issuances and settlements | (787,355 | ) | (787,355 | ) | |||||||||||||||||
Transfers in and/or out of Level 3 | - | - | |||||||||||||||||||
Balance, December 31, 2013 | $ | (597,519 | ) | $ | (597,519 | ) | |||||||||||||||
(d) Warrants Outstanding | |||||||||||||||||||||
As of December 31, 2013, 853,333 warrants (2,732,799 warrants after the exercise price being reset to $0.20 per share) have been exercised and warrants to purchase 9,952,152 shares of Company common stock remain outstanding. | |||||||||||||||||||||
The table below summarizes the Company’s derivative warrant activity: | |||||||||||||||||||||
Warrant Activities | APIC | (Gain) Loss | |||||||||||||||||||
Derivative | Non-derivative | Total Warrant | Fair Value of | Reclassification | Change in | ||||||||||||||||
Shares | Shares | Shares | Derivative | of Derivative | Fair Value of | ||||||||||||||||
Warrants | Liability | Derivative | |||||||||||||||||||
Liability | |||||||||||||||||||||
Derivative warrant at August 6, 2012 | 1,152,000 | - | 1,152,000 | (411,805 | ) | - | - | ||||||||||||||
Mark to market | 231,521 | (231,521 | ) | ||||||||||||||||||
Derivative warrant at September 30, 2012 | 1,152,000 | - | 1,152,000 | (180,284 | ) | ||||||||||||||||
Mark to market | (73,723 | ) | (73,723 | ) | |||||||||||||||||
Derivative warrant at December 31, 2012 | 1,152,000 | - | 1,152,000 | (106,561 | ) | ||||||||||||||||
Reset of warrant shares | 1,799,424 | ||||||||||||||||||||
Mark to market | (379,552 | ) | 379,552 | ||||||||||||||||||
Derivative warrant at March 31, 2013 | 2,951,424 | - | 2,951,424 | (486,113 | ) | ||||||||||||||||
Exercise of warrants on May 6, 2013 | (2,732,799 | ) | - | (2,732,799 | ) | - | - | - | |||||||||||||
Issuance of warrants on May 6, 2013 | 5,713,918 | - | 5,713,918 | (106,360 | ) | - | - | ||||||||||||||
Reset of warrant shares | 737,856 | 737,856 | |||||||||||||||||||
Issuance of warrants on Oct 15, 2013 | 1,000,000 | 1,000,000 | (76,647 | ) | |||||||||||||||||
Mark to market | 299,373 | -299,373 | |||||||||||||||||||
Derivative warrant at December 31, 2013 | 7,670,399 | - | 7,670,399 | (369,747 | ) | ||||||||||||||||
(ii) Warrant Activities | |||||||||||||||||||||
The table below summarizes the Company’s warrant activities through December 31, 2013: | |||||||||||||||||||||
Summary of the Company’s Warrant Activities | |||||||||||||||||||||
The table below summarizes the Company’s warrant activities: | |||||||||||||||||||||
Number of | Exercise Price | Weighted | Fair Value | Aggregate | |||||||||||||||||
Warrant Shares | Range | Average | at Date | Intrinsic | |||||||||||||||||
Per Share | Exercise Price | of Issuance | Value | ||||||||||||||||||
Balance, March 31, 2013 | 5,233,177 | $ | 0.2 | $ | 0.2 | $ | 620,325 | $ | - | ||||||||||||
Issuance of warrant shares Pursuant to Section 3(b) Subsequent Equity Sales | 737,856 | 0.2 | 0.2 | - | |||||||||||||||||
Granted | 6,713,918 | 0.20 - 0.25 | 0.23 | 183,007 | - | ||||||||||||||||
Canceled | - | - | - | - | |||||||||||||||||
Exercised | (2,732,799 | ) | 0.2 | - | - | ||||||||||||||||
Expired | - | - | - | - | |||||||||||||||||
Balance, December 31, 2013 | 9,952,152 | $ | 0.20 - 0.25 | $ | 0.23 | $ | 803,332 | $ | - | ||||||||||||
Earned and exercisable, December 31, 2013 | 9,952,152 | $ | 0.20 - 0.25 | $ | 0.23 | $ | 803,332 | $ | - | ||||||||||||
Unvested, December 31, 2013 | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2013: | |||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||
Range of Exercise Prices | Number | Average | Weighted | Number | Average | Weighted | |||||||||||||||
Outstanding | Remaining | Average | Exercisable | Remaining | Average | ||||||||||||||||
Contractual | Exercise Price | Contractual | Exercise Price | ||||||||||||||||||
Life (in years) | Life (in years) | ||||||||||||||||||||
$0.20 - 0.25 | 9,952,152 | 4.36 | $ | 0.23 | 9,952,152 | 4.36 | $ | 0.23 | |||||||||||||
$0.20 - 0.25 | 9,952,152 | 4.36 | $ | 0.23 | 9,952,152 | 4.36 | $ | 0.23 |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2013 | |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | ' |
Note 11 – Commitments and Contingencies | |
Supply Agreement – between Stevia Ventures International Ltd. and Asia Stevia Investment Development Company Ltd. | |
On April 12, 2011, Stevia Ventures International Ltd., a subsidiary of the Company entered into a Supply Agreement (the “Supply Agreement”) with Asia Stevia Investment Development Company Ltd. (“ASID”), a foreign-invested limited liability company incorporated in Vietnam. | |
(i) Scope of Services | |
Under the terms of the Agreement, the Company engaged ASID to plant the Stevia Seedlings and supply the Products only to the Company to the exclusion of other customers and the Company is desirous to purchase the same, on the terms and conditions as set out in this Agreement produce Products and the Company purchase the Products from ASID. | |
(ii) Term | |
This Agreement shall come into force on the date of signing and, subject to earlier termination pursuant to certain clauses specified in the Agreement, shall continue in force for a period of three (3) years ("Term") expiring on April 1, 2014 and thereafter automatically renew on its anniversary for an additional period of one (1) year expiring on April 1, 2015 ("Extended Term"). | |
(iii) Purchase Price | |
ASID and the Company shall review and agree, on or before September 30th of each year, on the quantity of the Products to be supplied by ASID to the Company in the forthcoming year and ASID shall provide the Company with prior written notice at any time during the year following the revision if it has reason to believe that it would be unable to fulfill its forecast volumes under this clause. | |
Supply Agreement – between Stevia Ventures International Ltd. And Stevia Ventures Corporation | |
On April 12, 2011, Stevia Ventures International Ltd., a subsidiary of the Company also entered into a Supply Agreement (the “Supply Agreement”) with Stevia Ventures Corporation (“SVC”), a foreign-invested limited liability company incorporated in Vietnam. | |
(i) Scope of Services | |
Under the terms of the Agreement, the Company engaged SVC to plant the Stevia Seedlings and supply the Products only to the Company to the exclusion of other customers and the Company is desirous to purchase the same, on the terms and conditions as set out in this Agreement produce Products and the Company purchase the Products from SVC. | |
(ii) Term | |
This Agreement shall come into force on the date of signing and, subject to earlier termination pursuant to certain clauses specified in the Agreement, shall continue in force for a period of three (3) years expiring April 1, 2014 ("Term") and thereafter automatically renew on its anniversary for an additional period of one (1) year expiring April 1, 2015 ("Extended Term"). | |
(iii) Purchase Price | |
SVC and the Company shall review and agree, on or before September 30th, of each Year on the quantity of the Products to be supplied by SVC to the Company in the forthcoming year and SVC shall provide the Company with prior written notice at any time during the year following the revision if it has reason to believe that it would be unable to fulfill its forecast volumes under this clause. | |
Engagement Agreement – Garden State Securities Inc. | |
On June 18, 2012, the Company entered into an engagement agreement (the “Agreement”) with Garden State Securities Inc. (“GSS”) for GSS to act as a selling/placement agent for the Company. | |
(i) Scope of Services | |
Under the terms of the Agreement, the Company engaged GSS to review the business and operations of the Company and its historical and projected financial condition, advise the Company on a “best efforts” Private Placement offering of debt or equity securities to fulfill the Company’s business plan, and contacts for the Company possible financing sources. | |
(ii) Term | |
GSS shall act as the Company’s exclusive placement agent for the period of the later of; (i) 60 days from the execution of the term sheet; or (ii) the final termination date of the securities financing (the “Exclusive Period”). GSS shall act as the Company’s non-exclusive placement agent after the Exclusive Period until terminated. | |
(iii) Compensation | |
The Company agrees to pay to GSS at each full or incremental closing of any equity financing, convertible debt financing, debt conversion or any instrument convertible into the Company’s common stock (the “Securities Financing”) during the Exclusive Period;(i) a cash transaction fee in the amount of 8% of the amount received by the Company under the Securities Financing; and (ii) warrants (the “Warrants”) with “piggy back” registration rights, equal to 8% of the stock issued in the Securities Financing at an exercise price equal to the investors’ warrant exercise price of the Securities Financing or the price of the Securities Financing if no warrants are issued to investors. The Company will also pay, at closing, the expense of GSS’s legal counsel pursuant to the Securities Financing and/or Shelf equal to $25,000 for Securities Financing and/or Shelf resulting in equal to or greater than $500,000 of gross proceeds to the Company, and $18,000 for a Securities Financing and/or Shelf resulting in less than $500,000 of gross proceeds to the Company. In addition, the Company shall cause, at its cost and expense, the “Blue sky filing” and Form D in due and proper form and substance and in a timely manner. | |
Consulting Agreement – Mountain Sky International Limited | |
On April 18, 2013, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mountain Sky International Limited (“Mountain Sky”) to perform consulting certain services for the Company. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows. | |
(i) Scope of Services | |
The Consultant agrees to perform certain consulting, advisory and related services to the Company. | |
(ii) Term | |
This Agreement shall commence on April 18, 2013 (the "Commencement Date") and shall continue until April 30, 2015 unless terminated. This Agreement may be terminated by either the Company or the Consultant at any time prior to the end of the Consulting Period by giving thirty (30) days written notice of termination. Such notice may be given at any time for any reason, with or without cause. The Company will pay Consultant for all Services performed by Consultant through the date of termination. | |
(iii) Compensation | |
The Company issued 1,000,000 shares of its common stock to Mountain Sky International Limited, a Hong Kong corporation (“Mountain Sky”), in partial consideration for consulting services to be rendered by Mountain Sky. 500,000 of the 1,000,000 shares vested at the time of grant, and 500,000 will vest on the one (1) year anniversary of the date of grant. The 500,000 shares vested on April 30, 2013 were valued at $0.20 per share or $100,000 and recorded as consulting fee. | |
Equity
Equity | 9 Months Ended | ||
Dec. 31, 2013 | |||
EQUITY | ' | ||
EQUITY | ' | ||
Note 12 – Equity | |||
Shares Authorized | |||
Upon formation the total number of shares of common stock which the Company is authorized to issue is One Hundred Million (100,000,000) shares, par value $0.001 per share. | |||
On November 15, 2013, the Company approved an amendment to the Articles of Incorporations to increase the authorized number of shares to Two hundred and fifty million (250,000,000) shares, par value $0.001 per share. | |||
Common Stock | |||
Reverse Acquisition Transaction | |||
Immediately prior to 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 Stevia Ventures International Ltd. Of the 12,000,000 common shares issued in connection with the Share Exchange Agreement, 6,000,000 of such shares were being held in escrow (“Escrow Shares”) 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”). | |||
* | On December 23, 2011, 3,000,000 out of the 6,000,000 Escrow Shares have been earned by and released to Ventures stockholder upon achievement of the First Milestone within 180 days of June 23, 2011, the Closing Date associated with the First Milestone. These shares were valued at $0.25 per share or $750,000 on the date of release and recorded as salary and compensation - officer. | ||
** | On June 23, 2013, the remaining 3,000,000 Escrow Shares have been earned by and released to Ventures stockholder upon achievement of the Second and the Third Milestones within two (2) years of June 23, 2011, the Closing Date associated with the Milestones. These shares were valued at $0.20 per share or $600,000 on June 23, 2013 and recorded as salary and compensation - officer. | ||
Common Shares Issued for Obtaining Employee and Director Services | |||
October 14, 2011 Issuance of Common Shares for Director Services | |||
On October 14, 2011 the Company issued 1,500,000 shares each to two (2) newly appointed members of the board of directors or 3,000,000 shares of its common stock in aggregate as compensation for future services. These shares shall vest with respect to 750,000 shares of restricted stock on each of the first two anniversaries of the date of grant, subject to the director’s continuous service to the Company as directors. These shares were valued at $0.25 per share or $750,000 on the date of grant and are being amortized over the vesting period of two (2) years or $93,750 per quarter. | |||
The Company recorded $375,000 and $187,500 in directors’ fees for the fiscal year ended March 31, 2013 and for the period from April 11, 2011 (inception) through March 31, 2012, respectively. | |||
The Company recorded the remaining balance of $187,500 for the interim period ended December 31, 2013. | |||
December 4, 2013 Issuance of Common Shares for Director Services | |||
On December 4, 2013 the Company issued 1,500,000 shares to a newly appointed member of the board of directors as compensation for future services. These shares shall vest with respect to 750,000 shares of restricted stock on each of the first two anniversaries of the date of grant, subject to the director’s continuous service to the Company as a director. These shares were valued at $0.125 per share or $187,500 on the date of grant and are being amortized over the vesting period of two (2) years or $7,811 per month. | |||
The Company recorded $7,811 in director’s fees for the interim period ended December 31, 2013. | |||
Common Shares Issued to Parties other than Employees for Acquiring Goods or Services | |||
Common Shares Issued to a Related Party | |||
On July 5, 2012, the Company issued 500,000 restricted shares of its common shares to Growers Synergy Pte Ltd., a corporation organized under the laws of the Republic of Singapore ("Singapore"), owned and controlled by George Blankenbaker, the president, director and a significant stockholder of the Company ("Growers Synergy"), as consideration for services rendered by Growers Synergy to the Company. These restricted shares were valued at $0.79 per share discounted at 69% taking into consideration of its restricted nature and lack of liquidity and consistent trading in the market or $272,550 and included in the farm management services - related party. | |||
Common Shares Issued in Connection with Consulting Agreement | |||
On April 18, 2013, the Company issued 1,000,000 shares of its common stock to Mountain Sky International Limited, a Hong Kong corporation (“Mountain Sky”), in partial consideration for consulting services rendered by Mountain Sky. 500,000 of the 1,000,000 shares vested at the time of grant, and 500,000 will vest on the one (1) year anniversary of the date of grant. The 500,000 shares vested on April 30, 2013 were valued at $0.20 per share or $100,000 and recorded as consulting fee. | |||
Sale of Equity Units Including Common Stock and Warrants | |||
Entry into Securities Purchase Agreement | |||
On August 1, 2012, the Company entered into a Securities Purchase Agreement (the "SPA") with two (2) accredited institutional investors (the "Purchasers") to raise $500,000 in a private placement financing. On August 6, 2012, after the satisfaction of certain closing conditions, the Offering closed and the Company issued to the Purchasers: (i) an aggregate of 1,066,667shares of the Company's common stock at $0.46875 per share and (ii) warrants to purchase 1,066,667 shares of the Company's common stock at an exercise price of $0.6405 expiring five (5) years from the date of issuance for a gross proceeds of $500,000. | |||
At closing, the Company reimbursed the investor for legal fees of $12,500 and paid Garden State Securities, Inc,(“GSS”), who served as placement agent for the Company in the offering, (i) cash commissions equal to 8.0% of the gross proceeds received in the equity financing or $40,000, and (ii) a warrant to purchase 85,333 shares of the Company's common stock representing 8% of the Shares sold in the Offering with an exercise price of $0.6405 per share expiring five (5) years from the date of issuance (the "agent warrants") to GSS or its designee. | |||
The units were sold at $0.46875 per unit consisting one common share and the warrant to purchase one (1) common share for gross proceeds of $500,000. In connection with the August 6, 2012 equity unit offering the Company paid (i) GSS cash commissions equal to 8.0% of the gross proceeds received in the equity financing, or $40,000 and (ii) $12,500 in legal fees and resulted in a net proceeds of $447,500. | |||
Per the terms of the SPA, from the date until one (1) year anniversary of the closing date, if the Company issues or sells any shares of the Company’s common stock at a price that is less than the per share purchase price, than immediately without any obligation of or notice to the Purchasers, the per share purchase price paid shall be reduced to be the discounted per share purchase price and the number of shares issuable under this agreement shall be deemed increased to the subscription amount paid by such Purchaser. On October 1, 2013, | |||
The Company issued 286,666 common shares to the investor according to this anti-dilutive term. | |||
Exercise of Warrants with Issuance of New Warrants per the Warrant Reset Offer | |||
On May 3, 2013, the Company entered into a Warrant Exercise Reset Offer Letter Agreement (the "Reset Letter") with an investor (the "Investor") whereby the Company and the Investor agreed that the Investor would immediately exercise his warrant to purchase 853,333 shares of common stock of the Company at an exercise price of $0.20 per share for cash in the aggregate of $170,667. In consideration for the Investor's immediate exercise, the Company agreed to issue to the Investor three (3) new warrants in the amounts of 1,877,333, 1,066,666 and 2,346,666, with exercise prices of $0.20, $0.25 and $0.25 per share, respectively (the "Series A Warrants", "Series B Warrants" and "Series C Warrants", respectively, and collectively the "New Warrants"). The Series A Warrants are subject to the Company's call right, and the Series C Warrants are only exercisable upon the Investor's exercise in full of the Series A Warrants. In connection with the Reset Letter, the Company agreed to use its best efforts to file a registration statement (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC") within ten (10) business days. The Company will use its best efforts to have the Registration Statement declared effective by the SEC within thirty (30) days. The Company filed a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") within ten (10) business days which was declared effective by the SEC within thirty (30) days. | |||
Issuance of Common Stock per the Settlement Agreement | |||
On July 25, 2013, the Supreme Court of the State of New York, County of New York (the "Court"), entered an order (the "Order") approving the settlement (the "Settlement Agreement") between the Company and Hanover Holdings I, LLC, a New York limited liability company ("Hanover"), Hanover commenced the action against the Company on July 12, 2013 to recover $1,042,000 of past-due accounts payable of the Company, plus fees and costs (the "Claim"). The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on July 25, 2013. | |||
On July 26, 2013, the Company issued and delivered to Hanover 7,500,000 shares (the "Initial Settlement Shares") of the Company's common stock, $0.001 par value (the "Common Stock"), pursuant to the terms of the Settlement Agreement approved by the Order. | |||
The Settlement Agreement provides that the Initial Settlement Shares will be subject to adjustment on the trading day immediately following the Calculation Period to reflect the intention of the parties that the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement be based upon a specified discount to the trading volume weighted average price (the "VWAP") of the Common Stock for a specified period of time subsequent to the Court's entry of the Order. Specifically, the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement shall be equal to the sum of: (i) the quotient obtained by dividing (A) $1,042,000 (representing the total amount of the Claim), by (B) 65% of the average of the lowest 40 VWAPs of the Common Stock over the 120-consecutive trading day period (subject to extension under the Settlement Agreement) immediately following the date of issuance of the Initial Settlement Shares (or such shorter trading-day period as may be determined by Hanover in its sole discretion by delivery of written notice to the Company) (the "Calculation Period"); (ii) the quotient obtained by dividing (A) $22,500, representing (1) $25,000 of Hanover's legal fees and expenses incurred in connection with the Action that the Company has agreed to pay less (2) $2,500 heretofore paid by the Company, by (B) 100% of the VWAP of the Common Stock over the Calculation Period; and (iii) the quotient obtained by dividing (A) agent fees of $83,360, by (B) 100% of the VWAP of the Common Stock over the Calculation Period, rounded up to the nearest whole share (the "VWAP Shares"). As a result, the Company ultimately may be required to issue to Hanover substantially more shares of Common Stock than the number of Initial Settlement Shares issued (subject to the limitations described below). The Settlement Agreement further provides that if, at any time and from time to time during the Calculation Period, Hanover reasonably believes that the total number of Settlement Shares previously issued to Hanover shall be less than the total number of VWAP Shares to be issued to Hanover or its designee in connection with the Settlement Agreement, Hanover may, in its sole discretion, deliver one or more written notices to the Company, at any time and from time to time during the Calculation Period, requesting that a specified number of additional shares of Common Stock promptly be issued and delivered to Hanover or its designee (subject to the limitations described below), and the Company will upon such request reserve and issue the number of additional shares of Common Stock requested to be so issued and delivered in the notice (all of such additional shares of Common Stock, "Additional Settlement Shares"). At the end of the Calculation Period, (i) if the number of VWAP Shares exceeds the number of Initial Settlement Shares and Additional Settlement Shares issued, then the Company will issue to Hanover or its designee additional shares of Common Stock equal to the difference between the number of VWAP Shares and the number of Initial Settlement Shares and Additional Settlement Shares, and (ii) if the number of VWAP Shares is less than the number of Initial Settlement Shares and Additional Settlement Shares issued, then Hanover or its designee will return to the Company for cancellation that number of shares of Common Stock equal to the difference between the number of VWAP Shares and the number of Initial Settlement Shares and Additional Settlement Shares. Hanover may sell the shares of Common Stock issued to it or its designee in connection with the Settlement Agreement at any time without restriction, even during the Calculation Period. | |||
The Settlement Agreement provides that in no event shall the number of shares of Common Stock issued to Hanover or its designee in connection with the Settlement Agreement, when aggregated with all other shares of Common Stock then beneficially owned by Hanover and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder), result in the beneficial ownership by Hanover and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than 9.99% of the Common Stock. | |||
On September 30, 2013, the Company issued and delivered to Hanover 2,000,000 Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order. Since the issuance of the Initial Settlement Shares and Additional Settlement Shares described above, Hanover demonstrated to the Company's satisfaction that it was entitled to receive another 3,500,000 Additional Settlement Shares, based on the adjustment formula described above, and that the issuance of such Additional Settlement Shares to Hanover would not result in Hanover exceeding the beneficial ownership limitation set forth above. On December 13, 2013, the Company issued and delivered to Hanover another 3,500,000 Additional Settlement Shares and on January 22, 2014, the Company issued and delivered to Hanover the final 2,538,882 Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order. | |||
The Company considered the settlement of debt with common shares as an extinguishment of debt and applied extinguishment accounting accordingly. The Company compared the trade accounts payable and related settlement costs with the fair value of common shares issued. Because the fair value of common shares issued was $561,077 greater than trade accounts payable and related settlement costs, the Company applied extinguishment accounting, resulting in a loss on extinguishment of debt of $561,077, for the reporting period ended December 31, 2013. | |||
Warrants | |||
Issuances of Warrants in Connection with Securities Purchase Agreement | |||
On August 6, 2012, the Company issued (i) warrants to purchase 1,066,667 shares of the Company’s common stock to the investors with an exercise price of $0.6405 per share subject to certain adjustments per Section 3(b) Subsequent Equity Sales of the SPA expiring five (5) years from the date of issuance in connection with the sale of common shares. The exercise price and number of warrant shares were reset to $0.25 per share and 2,732,801 shares, respectively, due to the occurrence of the February 26, 2013 reset event. | |||
Issuance of Warrants to the Placement Agent as Compensation | |||
Garden State Securities, Inc. (the "GSS") served as the placement agent of the Company for the equity financing on August 1, 2012. Per the engagement agreement signed between GSS and the Company, in consideration for services rendered as the placement agent, the Company agreed to: (i) pay GSS cash commissions equal to 8.0% of the gross proceeds received in the equity financing, or $40,000, and (ii) issue to GSS or its designee, a warrant to purchase 85,333 shares of the Company's common stock representing 8% of the warrants sold in the Offering) with an exercise price of $0.6405 per share subject to certain adjustments per Section 3(b) Subsequent Equity Sales of the SPA expiring five (5) years from the date of issuance (the "agent warrants"). The agent warrants also provide for the same registration rights and obligations as set forth in the Rights Agreement with respect to the Warrants and Warrant Shares. The exercise price and number of warrant shares were reset to $0.25 per share and 2,732,801 shares, respectively, due to the occurrence of the February 26, 2013 reset event. | |||
Garden State Securities, Inc. (the "Placement Agent") served as the placement agent of the Company for the Warrant Reset Offering on May 6, 2013. In consideration for services rendered as the Placement Agent, the Company agreed to: (i) pay to the Placement Agent cash commissions equal to $13,653, (ii) warrants equal to eight percent (8%) of the aggregate number of shares exercised by the Investor, and (iii) upon exercise of the New Warrants by the Company, the Placement Agent will receive additional warrants equal to eight percent (8%) of the number of shares issued upon exercise of the New Warrants (collectively, the "Agent Warrants"). |
RESEARCH_AND_DEVELOPMENT
RESEARCH AND DEVELOPMENT, | 9 Months Ended | ||||
Dec. 31, 2013 | |||||
RESEARCH AND DEVELOPMENT: | ' | ||||
RESEARCH AND DEVELOPMENT | ' | ||||
Note 13 – Research and Development | |||||
Lease of Agricultural Land | |||||
On December 14, 2011, the Company and Stevia Ventures Corporation (“Stevia Ventures”) entered into a Land Lease Agreement with Vinh Phuc Province People's Committee Tam Dao Agriculture & Industry Co., Ltd. pursuant to which Stevia Ventures has leased l0 hectares of land (the “Leased Property”) for a term expiring five (5) years from the date of signing expiring December 14, 2016. | |||||
The Company has begun development of a research facility on the Leased Property and has prepaid (i) the first year lease payment of $30,000 and (ii) the six month lease payment of $15,000 as security deposit, or $45,000 in aggregate upon signing of the agreement. | |||||
Future minimum payments required under this agreement at December 31, 2013 were as follows: | |||||
Fiscal Year Ending March 31: | |||||
2014 (remainder of the year) | $ | 7,500 | |||
2015 | 30,000 | ||||
2016 | 30,000 | ||||
$ | 67,500 | ||||
Supply and Cooperative Agreement – Guangzhou Health Technology Development Company Limited | |||||
Entry into Supply Agreement | |||||
On February 21, 2012, the Company entered into a Supply Agreement (the "Supply Agreement") with Guangzhou Health China Technology Development Company Limited, a foreign-invested limited liability company incorporated in the People's Republic of China (the "Guangzhou Health"). | |||||
Under the terms of the Supply Agreement, the Company will sell dry stevia plant materials, including stems and leaves ("Product") exclusively to Guangzhou Health. For the first two years of the agreement, Guangzhou Health will purchase all Product produced by the Company. Starting with the third year of the agreement, the Company and Guangzhou Health will review and agree on the quantity of Product to be supplied in the forthcoming year, and Guangzhou Health will be obliged to purchase up to 130 percent of that amount. The specifications and price of Product will also be revised annually according to the mutual agreement of the parties. The term of the Supply Agreement is five years with an option to renew for an additional four years. | |||||
Entry into Cooperative Agreement | |||||
On February 21, 2012, the Company also entered into Cooperative Agreement (the “Cooperative Agreement”) with Guangzhou Health Technology Development Company Limited. | |||||
Under the terms of the Cooperative Agreement, the parties agree to explore potential technology partnerships with the intent of formalizing a joint venture to pursue the most promising technologies and businesses. The parties also agree to conduct trials to test the efficacy of certain technologies as applied specifically to the Company's business model as well as the marketability of harvests produced utilizing such technologies. Guangzhou Health will share all available information of its business structure and technologies with the Company, subject to the confidentiality provisions of the Cooperative Agreement. Guangzhou Health will also permit the Company to enter its premises and grow-out sites for purposes of inspection and will, as reasonably requested by the Company, supply without cost, random samples of products and harvests for testing. |
CONCENTRATIONS_AND_CREDIT_RISK
CONCENTRATIONS AND CREDIT RISK | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
CONCENTRATIONS AND CREDIT RISK | ' | |||||||||||||||
CONCENTRATIONS AND CREDIT RISK | ' | |||||||||||||||
Note 14 – Concentrations and Credit Risk | ||||||||||||||||
Credit Risk | ||||||||||||||||
Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. | ||||||||||||||||
As of December 31, 2013, substantially all of the Company’s cash and cash equivalents were held by major financial institutions, and the balance at certain accounts exceeded the maximum amount insured by the Federal Deposits Insurance Corporation (“FDIC”). However, the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts. | ||||||||||||||||
Customers and Credit Concentrations | ||||||||||||||||
One (1) customer accounted for all of the sales for the interim period ended December 31, 2013 and the accounts receivable at December 31, 2013. A reduction in sales from or loss of such customer would have a material adverse effect on the Company’s results of operations and financial condition. | ||||||||||||||||
Vendors and Accounts Payable Concentrations | ||||||||||||||||
Vendor purchase concentrations and accounts payable concentration are as follows: | ||||||||||||||||
Accounts Payable at | Net Purchases | |||||||||||||||
31-Dec-13 | 31-Mar-13 | For the Reporting | For the Reporting | |||||||||||||
Period Ended | Period Ended | |||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||
Growers Synergy Pte. Ltd. – related party | 45 | % | 50.1 | % | 6 | % | 49.8 | % | ||||||||
Stevia Ventures Corporation | 19.3 | % | 16. 9 | % | 26.6 | % | 10.3 | % | ||||||||
SG Agro Tech Pte Ltd | - | % | - | % | 52.2 | % | - | % | ||||||||
64.3 | % | 67 | % | 84.8 | % | 60.1 | % | |||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
Note 15 – Subsequent Events | |
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were certain reportable subsequent event(s) to be disclosed as follows: | |
On January 21, 2014 and February 4, 2014, a convertible note holder converted part of the accrued interest through the date of conversion of $23,400 and $26,325, respectively, at $0.0585 per share to 400,000 and 450, 000 shares of the Company’s common stock, respectively. | |
On February 7, 2014, the Company issued a convertible note in the principal amount of $80,000 convertible at $0.10 per share with interest at 8%, per annum, maturing one year from the date of issuance on February 7, 2015. In connection with the issuance of the convertible note,the Company issued the note holder a warrant to purchase 1,000,000 common shares at an exercise price of $0.10 per share with full reset features, expiring five (5) years from the date of issuance. | |
On February 13, 2014, one investor exercised warrants to purchase 1,877,333 shares of the Company’s common stock with an exercise price of $0.0585 per share for $109,824 in cash. | |
Entry into Service Agreement | |
On January 27, 2014, the Company entered into a Farm Management and Technology Agreement (the “Agreement”) with Ebbu LLC ("Ebbu"), that is developing proprietary marijuana farming and extraction technologies. Under the terms of the Agreement, Ebbu wishes to engage the Company to provide technical support for farm management operations and extraction for both cash and assignable warrants. The scope of work and exact compensation is still under negotiation and will be completed by the end of next week. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | ' | ||||||||
Basis of Presentation - Unaudited Interim Financial Information | ' | ||||||||
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, 2013 and notes thereto contained in the Company’s Annual Report on Form 10-K as filed with the SEC on July 16, 2013. | |||||||||
Fiscal Year End | ' | ||||||||
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 | ' | ||||||||
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) Inventory Obsolescence and Markdowns: The Company’s estimate of potentially excess and slow-moving inventories is based on evaluation of inventory levels and aging, review of inventory turns and historical sales experiences. The Company’s estimate of reserve for inventory shrinkage is based on the historical results of physical inventory cycle counts. | |||||||||
(iv) | 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. | ||||||||
(v) | 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. | ||||||||
(vi) | 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 | ' | ||||||||
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 | State or other jurisdiction | Date of incorporation or formation | Attributable | ||||||
subsidiary or entity | of incorporation or organization | (date of acquisition, if applicable) | interest | ||||||
Stevia Ventures International Ltd. | The Territory of the British Virgin Islands | 11-Apr-11 | 100 | % | |||||
Stevia Asia Limited | Hong Kong SAR | 19-Mar-12 | 100 | % | |||||
Stevia Technew Limited | Hong Kong SAR | 28-Apr-12 | 70 | % | |||||
SC Brands Pte Ltd | Singapore | 1-Oct-13 | 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. | |||||||||
Reclassifications | ' | ||||||||
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 | ' | ||||||||
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 December 31, 2013 and March 31, 2013. | |||||||||
The Company’s Level 3 financial liabilities consist of the derivative warrant issued in August 2012 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. 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 | ' | ||||||||
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 | ' | ||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||
Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company 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 economic conditions. | |||||||||
Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received. | |||||||||
Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probablecredit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any. | |||||||||
There was no allowance for doubtful accounts as December 31, 2013 or March 31, 2013. | |||||||||
The Company does not have any off-balance-sheet credit exposure to its customers. | |||||||||
CARRYING VALUE, RECOVERABILITY AND IMPAIRMENT OF LONG-LIVED ASSETS | ' | ||||||||
Carrying Value, Recoverability and Impairment of Long-Lived Assets | |||||||||
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property and equipment, acquired technology, and website development costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |||||||||
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful livesagainst their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those 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. | |||||||||
The key assumptions used in management’s estimates of projected cash flow deal largely with forecasts of sales levels and gross margins. These forecasts are typically based on historical trends and take into account recent developments as well as management’s plans and intentions. Other factors, such as increased competition or a decrease in the desirability of the Company’s products or services, could lead to lower projected sales levels, which would adversely impact cash flows. A significant change in cash flows in the future could result in an impairment of long lived assets. | |||||||||
The impairment charges, if any, is included in operating expenses in the accompanying consolidated statements of operations. | |||||||||
CASH EQUIVALENTS | ' | ||||||||
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. | |||||||||
Inventory, Policy | ' | ||||||||
Inventories | |||||||||
Inventory Valuation | |||||||||
The Company values inventory, consisting of finished goods, at the lower of cost or market. Cost is determined on the first-in and first-out (“FIFO”) method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) estimates of future demand, and (ii) competitive pricing pressures. | |||||||||
Inventory Obsolescence and Markdowns | |||||||||
The Company evaluates its current level of inventory considering historical sales and other factors and, based on this evaluation, classify inventory markdowns in the income statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification to adjust inventory to net realizable value. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations. | |||||||||
There was no inventory obsolescence for the interim period ended December 31, 2013 or 2012. | |||||||||
There was no lower of cost or market adjustments for the interim period ended December 31, 2013 or 2012. | |||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
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 | ' | ||||||||
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 goodwillon a straight-line basis over the estimated useful lives of the respective assets as follows: | |||||||||
Estimated Useful Life (Years) | |||||||||
Acquired technology | 15 | ||||||||
Website development costs | 5 | ||||||||
Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. | |||||||||
Related Parties | ' | ||||||||
Related Parties | |||||||||
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |||||||||
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |||||||||
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |||||||||
Extinguishment Accounting | ' | ||||||||
Extinguishment Accounting | |||||||||
On July 25, 2013, the Supreme Court of the State of New York, County of New York (the "Court"), entered an order (the "Order") approving the settlement (the "Settlement Agreement") between the Company and Hanover Holdings I, LLC, a New York limited liability company ("Hanover"), Hanover commenced the action against the Company on July 12, 2013 to recover $1,042,000 of past-due accounts payable of the Company, plus fees and costs (the "Claim"). The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on July 25, 2013. | |||||||||
The Settlement Agreement provides that the Initial Settlement Shares will be subject to adjustment on the trading day immediately following the Calculation Period to reflect the intention of the parties that the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement be based upon a specified discount to the trading volume weighted average price (the "VWAP") of the Common Stock for a specified period of time subsequent to the Court's entry of the Order. | |||||||||
The Company considered the settlement of debt with common shares as an extinguishment of debt and applied extinguishment accounting accordingly. The Company compared the trade accounts payable and related settlement costs with the fair value of common shares issued. Because the fair value of common shares issued was $561,077 greater than trade accounts payable and related settlement costs, the Company applied extinguishment accounting, resulting in a loss on extinguishment of debt of $561,077, for the reporting period ended December 31, 2013. | |||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | ' | ||||||||
Derivative Instruments and Hedging Activities | |||||||||
The Company accounts for derivative instruments and hedging activities in accordance with paragraph 810-10-05-4 of the FASB Accounting Standards Codification (“Paragraph 810-10-05-4”). Paragraph 810-10-05-4 requires companies to recognize all derivative instruments as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends upon: (i) whether the derivative has been designated and qualifies as part of a hedging relationship, and (ii) the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument based upon the exposure being hedged as either a fair value hedge, cash flow hedge or hedge of a net investment in a foreign operation. | |||||||||
DERIVATIVE LIABILITY | ' | ||||||||
Derivative Liability | |||||||||
The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations and comprehensive income (loss) as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. | |||||||||
In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | |||||||||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. | |||||||||
The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”)to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The adoption of Section 815-40-15 has affected the accounting for (i) certain freestanding warrants that contain exercise price adjustment features and (ii) convertible bonds issued by foreign subsidiaries with a strike price denominated in a foreign currency. | |||||||||
The Company marks to market the fair value of the embedded derivative warrants at each balance sheet date and records the change in the fair value of the embedded derivative warrants as other income or expense in the consolidated statements of operations and comprehensive income (loss). | |||||||||
The Company utilizes the Lattice model that values the liability of the derivative warrants based on a probability weighted discounted cash flow model with the assistance of the third party valuation firm. The reason the Company picks the Lattice model is that in many cases there may be multiple embedded features or the features of the bifurcated derivatives may be so complex that a Black-Scholes valuation does not consider all of the terms of the instrument. Therefore, the fair value may not be appropriately captured by simple models. In other words, simple models such as Black-Scholes may not be appropriate in many situations given complex features and terms of conversion option (e.g., combined embedded derivatives). The Lattice model is based on future projections of the various potential outcomes. The features that were analyzed and incorporated into the model included the exercise and full reset features. Based on these features, there are two primary events that can occur; the Holder exercises the Warrants or the Warrants are held to expiration. The Lattice model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, exercise price, volatility, etc.). Projections were then made on the underlying factors which led to potential scenarios. Probabilities were assigned to each scenario based on management projections. This led to a cash flow projection and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed to determine the value of the derivative warrants. | |||||||||
Beneficial Conversion Feature | ' | ||||||||
Beneficial Conversion Feature | |||||||||
When the Company issues an debt or equity security that is convertible into common stock at a discount from the fair value of the common stock at the date the debt or equity security counterparty is legally committed to purchase such a security (Commitment Date), a beneficial conversion charge is measured and recorded on the Commitment Date for the difference between the fair value of the Company's common stock and the effective conversion price of the debt or equity security. If the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to the debt or equity security, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the debt or equity security. | |||||||||
COMMITMENT AND CONTINGENCIES | ' | ||||||||
Commitment and Contingencies | |||||||||
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |||||||||
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. | |||||||||
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |||||||||
NON-CONTROLLING INTEREST | ' | ||||||||
Non-controlling Interest | |||||||||
The Company follows paragraph 810-10-65-1 of the FASB Accounting Standards Codification to report the non-controlling interests in its majority owned subsidiaries in the consolidated statements of balance sheets within the equity section, separately from the Company’s stockholders’ equity. Non-controlling interests represents the non-controlling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiaries. Non-controlling interest is adjusted for the non-controlling interest holder’s proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance. | |||||||||
REVENUE RECOGNITION | ' | ||||||||
Revenue Recognition | |||||||||
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv)collectability is reasonably assured. | |||||||||
Shipping and Handling Cost | ' | ||||||||
Shipping and Handling Costs | |||||||||
The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of goods sold as incurred. | |||||||||
RESEARCH AND DEVELOPMENT | ' | ||||||||
Research and Development | |||||||||
The Company follows paragraph 730-10-25-1 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 2 “Accounting for Research and Development Costs”) and paragraph 730-20-25-11 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 68 “Research and Development Arrangements”) for research and development costs. Research and development costs are charged to expense as incurred.Research and development costs consist primarily of remuneration for research and development staff, depreciation and maintenance expenses of research and development equipment, material and testing costs for research and development as well as research and development arrangements with unrelated third party research and development institutions. | |||||||||
Non-refundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities | ' | ||||||||
Non-refundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities | |||||||||
The research and development arrangements usually involve specific research and development projects. Often times, the Company makes non-refundable advances upon signing of these arrangements. The Company adopted paragraph 730-20-25-13 and 730-20-35-1 of the FASB Accounting Standards Codification (formerly Emerging Issues Task Force Issue No. 07-3 “Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities”) for those non-refundable advances. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the related goods are delivered or the related services are performed. The management continues to evaluate whether the Company expect the goods to be delivered or services to be rendered. If the management does not expect the goods to be delivered or services to be rendered, the capitalized advance payment are charged to expense. | |||||||||
STOCK-BASED COMPENSATION FOR OBTAINING EMPLOYEE SERVICES | ' | ||||||||
Stock-Based Compensation for Obtaining Employee Services | |||||||||
The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum ("PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||
The fair value of non-derivative option award is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||||||
· | Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term =(vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||||||
· | Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||||||||
· | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||||||
· | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. | ||||||||
The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. | |||||||||
EQUITY INSTRUMENTS ISSUED TO PARTIES OTHER THAN EMPLOYEES FOR ACQUIRING GOODS OR | ' | ||||||||
Equity Instruments Issued to Parties other than Employees for Acquiring Goods or Services | |||||||||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Subtopic 505-50 of the FASB Accounting Standards Codification (“Subtopic 505-50”). | |||||||||
Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum ("PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||
The fair value of non-derivative option or warrant award is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||||||
· | Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||||||
· | Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index.The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||||||||
· | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option and similar instruments. | ||||||||
· | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option and similar instruments. | ||||||||
Pursuant to Paragraphs 505-50-25-8, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. | |||||||||
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9,an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised. | |||||||||
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. | |||||||||
INCOME TAX PROVISION | ' | ||||||||
Income Tax Provision | |||||||||
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.Deferred tax assets are reduced by a valuation allowance to the extent management concludes it ismore likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of income and comprehensive income (loss) in the period that includes the enactment date. | |||||||||
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. | |||||||||
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. | |||||||||
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | |||||||||
UNCERTAIN TAX POSITIONS | ' | ||||||||
Uncertain Tax Positions | |||||||||
The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting period ended December 31, 2013 or 2012. | |||||||||
LIMITATION ON UTILIZATION OF NOLS DUE TO CHANGE IN CONTROL | ' | ||||||||
Limitation on Utilization of NOLs due to Change in Control | |||||||||
Pursuant to the Internal Revenue Code Section 382 (“Section 382”), certain ownership changes may subject the NOL’s to annual limitations which could reduce or defer the NOL. Section 382 imposes limitations on a corporation’s ability to utilize NOLs if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the NOLs to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such NOLs to expire unused, reducing or eliminating the benefit of such NOLs. | |||||||||
NET INCOME (LOSS) PER COMMON SHARE | ' | ||||||||
Net Income (Loss)per Common Share | |||||||||
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. | |||||||||
The following table shows the potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation as they were anti-dilutive: | |||||||||
Potentially Outstanding Dilutive Common Shares | |||||||||
For Interim | For Interim | ||||||||
PeriodEnded | Period Ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Make Good Escrow Shares | |||||||||
Make Good Escrow Agreement shares issued and held with the escrow agent in connection with the Share Exchange Agreement consummated on June 23, 2011 pending the achievement by the Company of certain post-Closing business milestones (the “Milestones”). | - | 3,000,000 | |||||||
Sub-total Make Good Escrow Shares | - | 3,000,000 | |||||||
Convertible Note Shares | |||||||||
On March 7, 2012, the Company issued a convertible note in the principal amount of $200,000 with interest at 10% per annum due one (1) year from the date of issuance with the conversion price to be the same as the next private placement price on a per share basis, provided that the Company completes a private placement with gross proceeds of at least $100,000. On August 6, 2012, the Company completed the very next private placement at $0.46875 per share with gross proceeds of at least $100,000. On March 15, 2013, the above note was cancelled and reissued with a new convertible note consisting of the prior principal amount and the entire accrued unpaid interest for the total amount of $220,438 with interest at 12% per annum convertible at $0.25 per share due on September 30, 2013. The note is currently past due with no penalty and the Company continues to accrue the interest at 10% per annum. | 881,752 | 426,667 | |||||||
On May 30, 2012, the Company issued a convertible note in the principal amount of $200,000 with interest at 10% per annum due one (1) year from the date of issuance with the unpaid principal and any accrued and unpaid interest thereon convertible, as of the Conversion Date, at the lower of (a) the price per share at which shares of capital stock issued in the Financing are sold in the Financing, or (b) the closing price of the Company's securities if traded on a securities exchange, or if actively traded over-the-counter, the average closing bid price for the securi1ies, in each case over the thirty (30) day period prior to the Conversion Date; provided however, that if no active trading market for the securities exists at the time of the conversion, such amount shall be the fair market value of a share of the Company's common stock as determined in good faith by Company's Board of Directors. A "Financing" means the closing of the sale of shares of capital stock of the Company in the first equity financing transaction after the date first set forth above, in which the Company receives gross proceeds of at least $100,000, excluding conversion of this Note. The note is currently past due with no penalty and the Company continues to accrue the interest at 10% per annum. | 1,739,130 | 426,667 | |||||||
On February 26, 2013, the Company issued two (2) convertible notes in the principal amount of $250,000 and $100,000, respectively, convertible at $0.25 per share, with interest at 12% per annum due on September 30, 2013. The note is currently past due with no penalty and the Company continues to accrue the interest at 12% per annum. | 1,400,000 | - | |||||||
On July 16, 2013, the Company issued a convertible note in the principal amount of $111,111 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12% after 90 days. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date. | 1,762,228 | - | |||||||
On August 27, 2013, the Company issued a convertible note in the principal amount of $153,500, convertible at 65% of the three lowest bids for 30 trading days before the conversion date with interest at 8% per annum, due on May 26, 2014. | 2,353,573 | - | |||||||
On September 26, 2013, the Company issued a convertible note in the principal amount of $27,778 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12%. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date. | 440,571 | - | |||||||
On October 15, 2013, the Company issued a convertible note in the principal amount of $58,000 with an $8,000 Original Issuance Discount ("OID") and with interest at 10% per annum, convertible at $0.20 per share, due on May 1, 2014. | 290,000 | - | |||||||
On November 21, 2013, the Company issued a convertible note in the principal amount of $53,000, convertible at 65% of the three lowest bids for 30 trading days before the conversion date with interest at 8% per annum, due on August 25, 2014. | 812,634 | - | |||||||
On December 9, 2013, the Company issued a convertible note in the principal amount of $55,556 with a 10% Original Issuance Discount ("OID") and 12% one time interest. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date . | 881,142 | - | |||||||
Sub-total Convertible Note Shares | 10,561,070 | 853,334 | |||||||
Warrant Shares | |||||||||
On August 6, 2012, the Company issued (i) warrants to purchase 1,066,667 shares, in the aggregate, of the Company’s common stock to investors (the “investor warrants”) and (ii) warrants to purchase 85,333 shares of the Company's common stock to the placement agent (the "agent warrants") with an exercise price of $0.6405 per share, subject to certain adjustments pursuant to Section 3(b) Subsequent Equity Sales of the SPA, expiring five (5) years from the date of issuance. On February 26, 2013, warrantsissued subsequent to these warrantstriggered a reset of these warrants exercise price to $0.25 per share and the shares to be issued under the warrants were adjusted to 2,951,424 shares accordingly. On May 8, 2013, the Company completed a private placement at $0.20 per share with gross proceeds more than $100,000; this event triggered the reset of the conversion price of the convertible note to $0.20 per share and the shares to be issued under the warrants were adjusted to 3,689,280 shares accordingly. On May 8, 2013, investors exercised the warrants to purchase 2,732,799 shares (853,333 original shares) at $0.20 per share. | 956,481 | 1,152,000 | |||||||
On February 26, 2013, the Company issued warrants to purchase 1,000,000 and 400,000 shares respectively, or 1,400,000 shares in the aggregate, of the Company’s common stock to two (2) note holders in connection with the issuance of convertible notes. | 1,400,000 | - | |||||||
On March 15, 2013, the Company issued a warrant to purchase 881,753 shares of the Company’s common stock to the note holder in connection with the issuance of the convertible note. | 881,753 | - | |||||||
On May 6, 2013, the Company issued three (3) series of warrants: | 2,027,520 | - | |||||||
Series A warrants include (i) warrants to purchase 1,877,333 shares of the Company’s common stock to the investor and (ii) warrants to purchase 150,187 shares of the Company's common stock to the placement agent (the "agent warrants") with an exercise price of $0.20 per share expiring five (5) years from the date of issuance. | |||||||||
1,151,999 | - | ||||||||
Series B warrants include (i) warrants to purchase 1,066,666 shares of the Company’s common stock to the investor and (ii) warrants to purchase 85,333 shares of the Company's common stock to the placement agent (the "agent warrants") with an exercise price of $0.25 per share expiring five (5) years from the date of issuance. | |||||||||
2,534,399 | - | ||||||||
Series C warrants include (i) warrants to purchase 2,346,666 shares of the Company’s common stock to the investor and (ii) warrants to purchase 187,733 shares of the Company's common stock to the placement agent (the "agent warrants") with an exercise price of $0.25 per share expiring five (5) years from the date of issuance. The warrants are exercisable under the condition of Series A warrants are exercised. | |||||||||
On October 15, 2013, the Company issued warrants to purchase 1,000,000 shares of the Company’s common stock to a note holder with an exercise price of $0.25 per share in connection with the issuance of convertible note. | 1,000,000 | - | |||||||
Sub-total Warrant Shares | 9,952,152 | 1,152,000 | |||||||
Total potentially outstanding dilutive common shares | 20,513,222 | 5,005,334 | |||||||
CASH FLOWS REPORTING | ' | ||||||||
Cash Flows Reporting | |||||||||
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. | |||||||||
SUBSEQUENT EVENTS | ' | ||||||||
Subsequent Events | |||||||||
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. | |||||||||
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | ' | ||||||||
Recently Issued Accounting Pronouncements | |||||||||
In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASUadds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013. | |||||||||
In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date." This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013. | |||||||||
In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. | |||||||||
In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. | |||||||||
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | ' | ||||||||
Subsidiaries of the Company | ' | ||||||||
The Company's consolidated subsidiaries and/or entities are as follows: | |||||||||
Name of consolidated | State or other jurisdiction | Date of incorporation or formation | Attributable | ||||||
subsidiary or entity | of incorporation or organization | (date of acquisition, if applicable) | interest | ||||||
Stevia Ventures International Ltd. | The Territory of the British Virgin Islands | 11-Apr-11 | 100 | % | |||||
Stevia Asia Limited | Hong Kong SAR | 19-Mar-12 | 100 | % | |||||
Stevia Technew Limited | Hong Kong SAR | 28-Apr-12 | 70 | % | |||||
SC Brands Pte Ltd | Singapore | 1-Oct-13 | 70 | % | |||||
Schedule of Asset Retirement Obligations | ' | ||||||||
Under the requirements, the Company amortizes the acquisition costs of intangible assets other than goodwillon a straight-line basis over the estimated useful lives of the respective assets as follows: | |||||||||
Estimated Useful Life (Years) | |||||||||
Acquired technology | 15 | ||||||||
Website development costs | 5 | ||||||||
Potentially Outstanding Dilutive Common Shares | ' | ||||||||
The following table shows the potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation as they were anti-dilutive: | |||||||||
Potentially Outstanding Dilutive Common Shares | |||||||||
For Interim | For Interim | ||||||||
PeriodEnded | Period Ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Make Good Escrow Shares | |||||||||
Make Good Escrow Agreement shares issued and held with the escrow agent in connection with the Share Exchange Agreement consummated on June 23, 2011 pending the achievement by the Company of certain post-Closing business milestones (the “Milestones”). | - | 3,000,000 | |||||||
Sub-total Make Good Escrow Shares | - | 3,000,000 | |||||||
Convertible Note Shares | |||||||||
On March 7, 2012, the Company issued a convertible note in the principal amount of $200,000 with interest at 10% per annum due one (1) year from the date of issuance with the conversion price to be the same as the next private placement price on a per share basis, provided that the Company completes a private placement with gross proceeds of at least $100,000. On August 6, 2012, the Company completed the very next private placement at $0.46875 per share with gross proceeds of at least $100,000. On March 15, 2013, the above note was cancelled and reissued with a new convertible note consisting of the prior principal amount and the entire accrued unpaid interest for the total amount of $220,438 with interest at 12% per annum convertible at $0.25 per share due on September 30, 2013. The note is currently past due with no penalty and the Company continues to accrue the interest at 10% per annum. | 881,752 | 426,667 | |||||||
On May 30, 2012, the Company issued a convertible note in the principal amount of $200,000 with interest at 10% per annum due one (1) year from the date of issuance with the unpaid principal and any accrued and unpaid interest thereon convertible, as of the Conversion Date, at the lower of (a) the price per share at which shares of capital stock issued in the Financing are sold in the Financing, or (b) the closing price of the Company's securities if traded on a securities exchange, or if actively traded over-the-counter, the average closing bid price for the securi1ies, in each case over the thirty (30) day period prior to the Conversion Date; provided however, that if no active trading market for the securities exists at the time of the conversion, such amount shall be the fair market value of a share of the Company's common stock as determined in good faith by Company's Board of Directors. A "Financing" means the closing of the sale of shares of capital stock of the Company in the first equity financing transaction after the date first set forth above, in which the Company receives gross proceeds of at least $100,000, excluding conversion of this Note. The note is currently past due with no penalty and the Company continues to accrue the interest at 10% per annum. | 1,739,130 | 426,667 | |||||||
On February 26, 2013, the Company issued two (2) convertible notes in the principal amount of $250,000 and $100,000, respectively, convertible at $0.25 per share, with interest at 12% per annum due on September 30, 2013. The note is currently past due with no penalty and the Company continues to accrue the interest at 12% per annum. | 1,400,000 | - | |||||||
On July 16, 2013, the Company issued a convertible note in the principal amount of $111,111 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12% after 90 days. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date. | 1,762,228 | - | |||||||
On August 27, 2013, the Company issued a convertible note in the principal amount of $153,500, convertible at 65% of the three lowest bids for 30 trading days before the conversion date with interest at 8% per annum, due on May 26, 2014. | 2,353,573 | - | |||||||
On September 26, 2013, the Company issued a convertible note in the principal amount of $27,778 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12%. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date. | 440,571 | - | |||||||
On October 15, 2013, the Company issued a convertible note in the principal amount of $58,000 with an $8,000 Original Issuance Discount ("OID") and with interest at 10% per annum, convertible at $0.20 per share, due on May 1, 2014. | 290,000 | - | |||||||
On November 21, 2013, the Company issued a convertible note in the principal amount of $53,000, convertible at 65% of the three lowest bids for 30 trading days before the conversion date with interest at 8% per annum, due on August 25, 2014. | 812,634 | - | |||||||
On December 9, 2013, the Company issued a convertible note in the principal amount of $55,556 with a 10% Original Issuance Discount ("OID") and 12% one time interest. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date . | 881,142 | - | |||||||
Sub-total Convertible Note Shares | 10,561,070 | 853,334 | |||||||
Warrant Shares | |||||||||
On August 6, 2012, the Company issued (i) warrants to purchase 1,066,667 shares, in the aggregate, of the Company’s common stock to investors (the “investor warrants”) and (ii) warrants to purchase 85,333 shares of the Company's common stock to the placement agent (the "agent warrants") with an exercise price of $0.6405 per share, subject to certain adjustments pursuant to Section 3(b) Subsequent Equity Sales of the SPA, expiring five (5) years from the date of issuance. On February 26, 2013, warrantsissued subsequent to these warrantstriggered a reset of these warrants exercise price to $0.25 per share and the shares to be issued under the warrants were adjusted to 2,951,424 shares accordingly. On May 8, 2013, the Company completed a private placement at $0.20 per share with gross proceeds more than $100,000; this event triggered the reset of the conversion price of the convertible note to $0.20 per share and the shares to be issued under the warrants were adjusted to 3,689,280 shares accordingly. On May 8, 2013, investors exercised the warrants to purchase 2,732,799 shares (853,333 original shares) at $0.20 per share. | 956,481 | 1,152,000 | |||||||
On February 26, 2013, the Company issued warrants to purchase 1,000,000 and 400,000 shares respectively, or 1,400,000 shares in the aggregate, of the Company’s common stock to two (2) note holders in connection with the issuance of convertible notes. | 1,400,000 | - | |||||||
On March 15, 2013, the Company issued a warrant to purchase 881,753 shares of the Company’s common stock to the note holder in connection with the issuance of the convertible note. | 881,753 | - | |||||||
On May 6, 2013, the Company issued three (3) series of warrants: | 2,027,520 | - | |||||||
Series A warrants include (i) warrants to purchase 1,877,333 shares of the Company’s common stock to the investor and (ii) warrants to purchase 150,187 shares of the Company's common stock to the placement agent (the "agent warrants") with an exercise price of $0.20 per share expiring five (5) years from the date of issuance. | |||||||||
1,151,999 | - | ||||||||
Series B warrants include (i) warrants to purchase 1,066,666 shares of the Company’s common stock to the investor and (ii) warrants to purchase 85,333 shares of the Company's common stock to the placement agent (the "agent warrants") with an exercise price of $0.25 per share expiring five (5) years from the date of issuance. | |||||||||
2,534,399 | - | ||||||||
Series C warrants include (i) warrants to purchase 2,346,666 shares of the Company’s common stock to the investor and (ii) warrants to purchase 187,733 shares of the Company's common stock to the placement agent (the "agent warrants") with an exercise price of $0.25 per share expiring five (5) years from the date of issuance. The warrants are exercisable under the condition of Series A warrants are exercised. | |||||||||
On October 15, 2013, the Company issued warrants to purchase 1,000,000 shares of the Company’s common stock to a note holder with an exercise price of $0.25 per share in connection with the issuance of convertible note. | 1,000,000 | - | |||||||
Sub-total Warrant Shares | 9,952,152 | 1,152,000 | |||||||
Total potentially outstanding dilutive common shares | 20,513,222 | 5,005,334 | |||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
PROPERTY AND EQUIPMENT (Tables) | ' | |||||||||
Property and equipment | ' | |||||||||
Estimated Useful Life (Years) | ||||||||||
Acquired technology | 15 | |||||||||
Website development costs | 5 | |||||||||
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
RELATED PARTY TRANSACTIONS (Tables) | ' | ||||||||
Related parties with whom the Company had transactions | ' | ||||||||
Related parties with whom the Company had transactions are: | |||||||||
Related Parties | Relationship | ||||||||
George Blankenbaker | President and significant stockholder of the Company | ||||||||
Leverage Investments LLC | An entity owned and controlled by the president and significant stockholder of the Company | ||||||||
Technew Technology Limited | Non-controlling interest holder | ||||||||
Growers Synergy Pte Ltd. | An entity owned and controlled by the president and significant stockholder of the Company | ||||||||
Guangzhou Health Technology Development Company Limited | An entity owned and controlled by Non-controlling interest holder | ||||||||
Consulting services | ' | ||||||||
Farm management services provided by Growers Synergy Pte Ltd. were as follows: | |||||||||
For the interim | For the interim | ||||||||
period ended | period ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Farm management services – related parties | $ | 180,000 | $ | 180,000 | |||||
$ | 180,000 | $ | 180,000 | ||||||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | ||||||||
Future minimum payments required under this agreement were as follows: | |||||||||
Fiscal Year Ending March 31: | |||||||||
2014 (remainder of the fiscal year) | $ | 240,000 | |||||||
2015 | 240,000 | ||||||||
2016 | 240,000 | ||||||||
2017 | 140,000 | ||||||||
$ | 860,000 |
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
CONVERTIBLE NOTES PAYABLE (Tables) | ' | ||||||||
CONVERTIBLE NOTES PAYABLE. | ' | ||||||||
Convertible notes payable consisted of the following: | |||||||||
31-Dec-13 | 31-Mar-13 | ||||||||
On May 30, 2012, the Company issued a convertible note in the principal amount of $200,000 with interest at 10% per annum due one (1) year from the date of issuance with the unpaid principal of this note and any accrued and unpaid interest thereon, as of the Conversion Date, at the lower of (a) the price per share at which shares of capital stock issued in the Financing are sold in the Financing, or (b) the closing price of the Company's securities if traded on a securities exchange, or if actively traded over-the-counter, the average closing bid price for the securi1ies, in each case over the thirty (30) day period prior to the Conversion Date; provided however, that if no active trading market for the securities exists at the time of the conversion, such amount shall be the fair market value of a share of the Company's common stock as determined in good faith by Company's Board of Directors. A "Financing" means the closing of the sale of shares of capital stock of the Company in the first equity financing transaction after the date first set forth above, in which the Company receives gross proceeds of at least $100,000, excluding conversion of this Note. The note is currently past due with no penalty and the Company continues to accrue the interest at 10% per annum. | 200,000 | 200,000 | |||||||
February 26, 2013 convertible notes | 350,000 | 350,000 | |||||||
March 15, 2013 convertible note | 220,438 | 220,438 | |||||||
On July 16, 2013, the Company issued a convertible note in the principal amount of $111,111 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12% after 90 days. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date . | 111,111 | - | |||||||
On August 27, 2013, the Company issued a convertible notes in the principal amount of $153,500 convertible at 65% of the three lowest bids for 30 trading days before the conversion date with interest at 8% per annum due on May 26, 2014. | 153,500 | - | |||||||
On September 26, 2013, the Company issued a convertible note in the principal amount of $27,778 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12%. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date . | 27,778 | - | |||||||
On October 15, 2013, the Company issued a convertible note in the principal amount of $58,000 convertible at $0.20 per share, with an $8,000 Original Issue Discount ("OID") and interest at 10% per annum maturing on May 1, 2014. The Debenture is secured by 1,250,000 restricted common shares of the Company. In connection with the issuance of the convertible note, the Company granted the note holder a warrant to purchase 1,000,000 common shares with an exercise price of $0.25 per share, subject to certain adjustments pursuant to Section 3(b) Subsequent Equity Sales and Section 3(c) Subsequent Rights Offerings of the warrant ("full price and share reset provisions") expiring five (5) years from the date of issuance. | 58,000 | - | |||||||
On November 21, 2013, the Company issued a convertible note in the principal amount of $53,000, convertible at 65% of the three lowest bids for 30 trading days before the conversion date, with interest at 8% per annum, due on August 25, 2014. | 53,000 | - | |||||||
On December 9, 2013, the Company issued a convertible note in the principal amount of $55,556 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12%. The note is due one (1) year from the date of issuance with the conversion price at 65% of the lowest trade price for the 25 trade day period before the conversion date . | 55,556 | - | |||||||
Sub-total: convertible notes payable | 1,229,383 | 770,438 | |||||||
Discount representing (i) the relative fair value of the warrants issued, (ii) the beneficial conversion features and (iii) the derivative liability on conversion features | (816,310 | ) | (444,788 | ) | |||||
Accumulated amortization of discount on convertible notes payable | 658,496 | 32,050 | |||||||
Remaining discount | (157,814 | ) | (412,738 | ) | |||||
$ | 1,071,569 | $ | 357,770 |
BlackScholes_optionpricing_mod
Black-Scholes option-pricing model - weighted-average assumptions(TABLE) | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Black-Scholes option-pricing model - weighted-average assumptions(TABLE): | ' | |||||||||||||||
Black-Scholes option-pricing model - weighted-average assumptions(TABLE) | ' | |||||||||||||||
1 Year | 2 Year | 3 Year | 4 Year | 5 Year | ||||||||||||
6-Aug-12 | 129% | 178% | 218% | 252% | 281% | |||||||||||
30-Sep-12 | 127% | 173% | 211% | 244% | 272% | |||||||||||
31-Mar-13 | 122% | 167% | 205% | 236% | 264% | |||||||||||
31-Dec-13 | 111% | 168% | 202% | 233% | 261% |
DERIVATIVE_INSTRUMENTS_Tables
DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
DERIVATIVE INSTRUMENTS | ' | ||||||||||||||||||||
Fair Value Of Derivative Warrants | ' | ||||||||||||||||||||
The table below provides a summary of the fair value of the derivative warrant liability and the changes in the fair value of the derivative warrants to purchase 2,951,424 (reset to 6,247,146 on May 1, 2013) shares of the Company’s common stock, including net transfers in and/or out, of derivative warrants measured at fair value on a recurring basis using significant unobservable inputs (Level 3). | |||||||||||||||||||||
Derivative warrants | Total | ||||||||||||||||||||
Assets (Liability) | |||||||||||||||||||||
Balance, September 30, 2012 | $ | (180,284 | ) | $ | (180,284 | ) | |||||||||||||||
Total gains or losses (realized/unrealized) included in: | |||||||||||||||||||||
Net income (loss) | (305,829 | ) | (305,829 | ) | |||||||||||||||||
Other comprehensive income (loss) | - | - | |||||||||||||||||||
Purchases, issuances and settlements | - | - | |||||||||||||||||||
Transfers in and/or out of Level 3 | - | - | |||||||||||||||||||
Balance, March 31, 2013 | (486,113 | ) | (486,113 | ) | |||||||||||||||||
Total gains or losses (realized/unrealized) included in: | |||||||||||||||||||||
Net income (loss) | 675,949 | 675,949 | |||||||||||||||||||
Other comprehensive income (loss) | - | - | |||||||||||||||||||
Purchases, issuances and settlements | (787,355 | ) | (787,355 | ) | |||||||||||||||||
Transfers in and/or out of Level 3 | - | - | |||||||||||||||||||
Balance, December 31, 2013 | $ | (597,519 | ) | $ | (597,519 | ) | |||||||||||||||
Warrant Activities | ' | ||||||||||||||||||||
The table below summarizes the Company’s derivative warrant activity: | |||||||||||||||||||||
Warrant Activities | APIC | (Gain) Loss | |||||||||||||||||||
Derivative | Non-derivative | Total Warrant | Fair Value of | Reclassification | Change in | ||||||||||||||||
Shares | Shares | Shares | Derivative | of Derivative | Fair Value of | ||||||||||||||||
Warrants | Liability | Derivative | |||||||||||||||||||
Liability | |||||||||||||||||||||
Derivative warrant at August 6, 2012 | 1,152,000 | - | 1,152,000 | (411,805 | ) | - | - | ||||||||||||||
Mark to market | 231,521 | (231,521 | ) | ||||||||||||||||||
Derivative warrant at September 30, 2012 | 1,152,000 | - | 1,152,000 | (180,284 | ) | ||||||||||||||||
Mark to market | (73,723 | ) | (73,723 | ) | |||||||||||||||||
Derivative warrant at December 31, 2012 | 1,152,000 | - | 1,152,000 | (106,561 | ) | ||||||||||||||||
Reset of warrant shares | 1,799,424 | ||||||||||||||||||||
Mark to market | (379,552 | ) | 379,552 | ||||||||||||||||||
Derivative warrant at March 31, 2013 | 2,951,424 | - | 2,951,424 | (486,113 | ) | ||||||||||||||||
Exercise of warrants on May 6, 2013 | (2,732,799 | ) | - | (2,732,799 | ) | - | - | - | |||||||||||||
Issuance of warrants on May 6, 2013 | 5,713,918 | - | 5,713,918 | (106,360 | ) | - | - | ||||||||||||||
Reset of warrant shares | 737,856 | 737,856 | |||||||||||||||||||
Issuance of warrants on Oct 15, 2013 | 1,000,000 | 1,000,000 | (76,647 | ) | |||||||||||||||||
Mark to market | 299,373 | -299,373 | |||||||||||||||||||
Derivative warrant at December 31, 2013 | 7,670,399 | - | 7,670,399 | (369,747 | ) | ||||||||||||||||
Summary Of The Warrant Activities | ' | ||||||||||||||||||||
The table below summarizes the Company’s warrant activities: | |||||||||||||||||||||
Number of | Exercise Price | Weighted | Fair Value | Aggregate | |||||||||||||||||
Warrant Shares | Range | Average | at Date | Intrinsic | |||||||||||||||||
Per Share | Exercise Price | of Issuance | Value | ||||||||||||||||||
Balance, March 31, 2013 | 5,233,177 | $ | 0.2 | $ | 0.2 | $ | 620,325 | $ | - | ||||||||||||
Issuance of warrant shares Pursuant to Section 3(b) Subsequent Equity Sales | 737,856 | 0.2 | 0.2 | - | |||||||||||||||||
Granted | 6,713,918 | 0.20 - 0.25 | 0.23 | 183,007 | - | ||||||||||||||||
Canceled | - | - | - | - | |||||||||||||||||
Exercised | (2,732,799 | ) | 0.2 | - | - | ||||||||||||||||
Expired | - | - | - | - | |||||||||||||||||
Balance, December 31, 2013 | 9,952,152 | $ | 0.20 - 0.25 | $ | 0.23 | $ | 803,332 | $ | - | ||||||||||||
Earned and exercisable, December 31, 2013 | 9,952,152 | $ | 0.20 - 0.25 | $ | 0.23 | $ | 803,332 | $ | - | ||||||||||||
Unvested, December 31, 2013 | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
Warrants Outstanding | ' | ||||||||||||||||||||
The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2013: | |||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||
Range of Exercise Prices | Number | Average | Weighted | Number | Average | Weighted | |||||||||||||||
Outstanding | Remaining | Average | Exercisable | Remaining | Average | ||||||||||||||||
Contractual | Exercise Price | Contractual | Exercise Price | ||||||||||||||||||
Life (in years) | Life (in years) | ||||||||||||||||||||
$0.20 - 0.25 | 9,952,152 | 4.36 | $ | 0.23 | 9,952,152 | 4.36 | $ | 0.23 | |||||||||||||
$0.20 - 0.25 | 9,952,152 | 4.36 | $ | 0.23 | 9,952,152 | 4.36 | $ | 0.23 | |||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | ' | ||||||||||||||||||||
· The projected volatility curve for the valuation dates was: | |||||||||||||||||||||
1 Year | 2 Year | 3 Year | 4 Year | 5 Year | |||||||||||||||||
August 6, 2012 | 129% | 178% | 218% | 252% | 281% | ||||||||||||||||
September 30, 2012 | 127% | 173% | 211% | 244% | 272% | ||||||||||||||||
March 31, 2013 | 122% | 167% | 205% | 236% | 264% | ||||||||||||||||
December 31, 2013 | 111% | 168% | 202% | 233% | 261% |
RESEARCH_AND_DEVELOPMENT_Table
RESEARCH AND DEVELOPMENT (Tables) | 9 Months Ended | ||||
Dec. 31, 2013 | |||||
RESEARCH AND DEVELOPMENT (Tables) | ' | ||||
Schedule of Future Minimum Lease Payments for Capital Leases | ' | ||||
Future minimum payments required under this agreement at December 31, 2013 were as follows: | |||||
Fiscal Year Ending March 31: | |||||
2014 (remainder of the year) | $ | 7,500 | |||
2015 | 30,000 | ||||
2016 | 30,000 | ||||
$ | 67,500 |
CONCENTRATIONS_AND_CREDIT_RISK1
CONCENTRATIONS AND CREDIT RISK (Tables) | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
CONCENTRATIONS AND CREDIT RISK (Tables) | ' | |||||||||||||||
Vendor purchase concentrations | ' | |||||||||||||||
Vendor purchase concentrations and accounts payable concentration are as follows: | ||||||||||||||||
Accounts Payable at | Net Purchases | |||||||||||||||
31-Dec-13 | 31-Mar-13 | For the Reporting | For the Reporting | |||||||||||||
Period Ended | Period Ended | |||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||
Growers Synergy Pte. Ltd. – related party | 45 | % | 50.1 | % | 6 | % | 49.8 | % | ||||||||
Stevia Ventures Corporation | 19.3 | % | 16. 9 | % | 26.6 | % | 10.3 | % | ||||||||
SG Agro Tech Pte Ltd | - | % | - | % | 52.2 | % | - | % | ||||||||
64.3 | % | 67 | % | 84.8 | % | 60.1 | % | |||||||||
ORGANIZATION_AND_OPERATIONS_De
ORGANIZATION AND OPERATIONS (Details) (USD $) | Jul. 05, 2012 | Jun. 23, 2011 |
ORGANIZATION AND OPERATIONS {2} | ' | ' |
Common shares issued and outstanding | ' | 79,800,000 |
Common shares surrendered for cancelletion | ' | 33,000,000 |
Common shares issued for acquisition of 100% of issued and outstanding | ' | 12,000,000 |
Common shares held in escrow | ' | 6,000,000 |
Percentage of shares represented of the issued and outnstanding | ' | 20.40% |
Percentage owned by Stevia Asia | 70.00% | ' |
Percentage owned by Technew | 30.00% | ' |
Contribution per month | $200,000 | ' |
Total contribution | $2,000,000 | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NET INCOME (LOSS) PER COMMON SHARE (Details) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NET INCOME (LOSS) PER COMMON SHARE | ' | ' |
Make Good Escrow Agreement shares issued and held with the escrow agent | 0 | 3,000,000 |
Sub-total Make Good Escrow Shares | 0 | 3,000,000 |
On March 7, 2012, the Company issued a convertible note in the amount of $200,000 with interest at 10% per annum | 881,752 | 426,667 |
On May 30, 2012, the Company issued a convertible note in the amount of $200,000 with interest at 10% per annum | 1,739,130 | 426,667 |
On February 26, 2013 , the Company issued two (2) convertible notes in the amount of $250,000 and $100,000, respectively, | 1,400,000 | 0 |
On July 16, 2013, the Company issued a convertible note for $400,000, with consideration of $360,000 and a $40,000 original issue discount. | $1,762,228 | $0 |
On August 27, 2013, the Company issued a convertible notes of $153,000 convertible at 65% multiplied by the market price, with interest at 8% p.a due on May 26, 2014. | 2,353,573 | 0 |
On September 26, 2013, the Company issued a convertible note in the principal amount of $27,778 with a 10% Original Issuance Discount ("OID") and a one-time interest charge of 12%. | 440,571 | 0 |
On October 15, 2013, the Company issued a convertible note principal of $58,000 with an $8,000 ("OID") and with interest at 10% p.a, convertible at $0.20 per share, due on May 1, 2014. | 290,000 | 0 |
On November 21, 2013, the Company issued a convertible note principal of $53,000, convertible at 65% of the 3 lowest bids for 30 trading days before the conversion date with int. at 8% p.a, due on Aug. 25, 2014. | 812,634 | 0 |
On December 9, 2013, the Company issued a convertible note in the principal amount of $55,556 with a 10% ("OID") and 12% one time interest. | $881,142 | $0 |
Sub-total Convertible Note Shares | 10,561,070 | 853,334 |
On August 6, 2012, the Company issued (i) warrants to purchase 1,066,667 shares, in the aggregate, of the Company's common stock to the investors | 956,481 | 1,152,000 |
On February 26, 2013, the Company issued warrants to purchase 1,000,000 and 400,000 shares respectively, 1,400,000 shares in the aggregate | 1,400,000 | 0 |
On March 15, 2013, the Company issued a warrant to purchase 881,753 shares of the Company's common stock | 881,753 | 0 |
On May 6, 2013, the Company issued three (3) series of warrants of Series A | 2,027,520 | 0 |
On May 6, 2013, the Company issued three (3) series of warrants. Series B | 1,151,999 | 0 |
On May 6, 2013, the Company issued three (3) series of warrants. Series C | 2,534,399 | 0 |
On October 15, 2013, the Company issued warrants to purchase 1,000,000 shares of the common stock to a note holder with exercise price of $0.25 per share. | 1,000,000 | 0 |
Sub-total Warrant Shares | 9,952,152 | 1,152,000 |
Total potentially outstanding dilutive common shares | 20,513,222 | 5,005,334 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ATTRIBUTABLE INTEREST (Details) | Dec. 31, 2013 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ATTRIBUTABLE INTEREST | ' |
Attributable interest of Steiva Ventures International Ltd - BVI | 100.00% |
Attributable interest of Steiva Asia Limited - Hong Kong SAR | 100.00% |
Attributable interest of Steiva Technew Limited - Hong Kong SAR | 70.00% |
SC Brands Pte Ltd - Singapore | 70.00% |
DEPRECIATION_EXPENSE_Details
DEPRECIATION EXPENSE (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
DEPRECIATION EXPENSE (Details) | ' | ' |
Depreciation Expnese, | $3,100 | $762 |
Acquired_Technology_Details
Acquired Technology (Details) (USD $) | Dec. 31, 2013 |
ACQUIRED TECHNOLOGY RIGHTS GROSS, NET | ' |
Technology rights with estimated useful life 15 years, acquired in exchange for issue of restricted shares of the company | 3,000,000 |
Restricted shares value per share | $0.79 |
Discounted at due to restricted nature and lack of liquidity | 69.00% |
Total value of restricted shares | $1,635,300 |
Website_Development_CostsDetai
Website Development Costs(Details) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
WEBSITE DEVELOPMENT COSTS {1} | ' | ' |
Amortization expnese for the period | $801 | $801 |
Office_space_with_Leverage_Inv
Office space with Leverage Investments, LLC (Details) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Company leases certain office space rent details | ' | ' |
Company leases certain office space with Leverage Investments, LLC at an amount of $500 per month | $4,500 | $4,500 |
Related_party_payments_and_ser
Related party payments and services (Details) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Farm management services | ' | ' |
Agreement amount with Growers Synergy (July 1,2011) | $20,000 | $0 |
Related party Farm management services | 180,000 | 180,000 |
Total Farm management services amt | $180,000 | $180,000 |
RELATED_PARTY_TRANSACTIONS_CAS
RELATED PARTY TRANSACTIONS CASH COMMITMENT IN CONNECTION WITH THE OPERATIONS OF STEVIA TECHNEW (Details) (USD $) | Jul. 05, 2012 | Jul. 01, 2011 |
RELATED PARTY TRANSACTIONS CASH COMMITMENT IN CONNECTION WITH THE OPERATIONS OF STEVIA TECHNEW | ' | ' |
Percentage owned by Stevia Asia | 70.00% | ' |
Percentage owned by Technew | 30.00% | ' |
Company leases certain office space with Leverage Investments, LLC | ' | $500 |
RELATED_PARTY_TRANSACTIONS_OTH
RELATED PARTY TRANSACTIONS OTHERS (Details) (USD $) | Mar. 31, 2013 | Mar. 01, 2013 |
RELATED PARTY TRANSACTIONS OTHERS | ' | ' |
Stevia Asia provided Stevia Technew the amount, all of which has been paid to Guangzhou Health and recorded as farm management services | $2,000,000 | ' |
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 | ' | $2,000,000 |
Fair_Value_of_Derivative_Warra
Fair Value of Derivative Warrants (Details) (USD $) | Total | Derivative warrants Assets (Liability) |
BalanceFair Value of Derivative Warrants at Sep. 30, 2012 | -180,284 | -180,284 |
Net income (loss) | ($305,829) | ($305,829) |
Other comprehensive income (loss) | 0 | 0 |
Purchases, issuances and settlements | 0 | 0 |
Transfers in and/or out of Level 3 | 0 | 0 |
BalanceFair Value of Derivative Warrants, at Mar. 31, 2013 | -486,113 | -486,113 |
BalanceFair Value of Derivative Warrants at Mar. 31, 2013 | ' | ' |
Net income (loss), | 675,949 | 675,949 |
Other comprehensive income (loss), | $0 | $0 |
Purchases, issuances and settlements, | -787,355 | -787,355 |
Transfers in and/or out of Level 3, | 0 | 0 |
BalanceFair Value of Derivative Warrants; at Dec. 31, 2013 | -597,519 | -597,519 |
CONVERTIBLE_NOTES_PAYABLE_ON_V
CONVERTIBLE NOTES PAYABLE ON VARIOUS DATES (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
CONVERTIBLE NOTES PAYABLE ON FOLLOWING DATES | ' | ' |
Convertible notes issued On May 30, 2012 | $200,000 | $200,000 |
Convertible notes issued On February 26, 2013 | 350,000 | 350,000 |
Convertible notes issued On March 15, 2013 | 220,438 | 220,438 |
Convertible notes issued On july 16, 2013 | 111,111 | 0 |
Convertible notes issued On August 27, 2013 | 153,500 | 0 |
Convertible notes issued On September 26, 2013 | 27,778 | 0 |
Convertible notes issued On October 15, 2013 | 58,000 | 0 |
Convertible notes issued On November 21, 2013 | 53,000 | 0 |
Convertible notes issued On December 9, 2013 | 55,556 | 0 |
Sub-total: convertible notes payable | 1,229,383 | 770,438 |
Discount representing (i) the relative fair value of the warrants issued and (ii) the beneficial conversion features | -816,310 | -444,788 |
Accumulated amortization of discount on convertible notes payable | 658,496 | 32,050 |
Remaining discount | -157,814 | -412,738 |
Total amt outstanding for notes | $1,071,569 | $357,770 |
Issuance_of_Convertible_Notes_
Issuance of Convertible Notes with Warrants (Details) (USD $) | Sep. 30, 2013 | Mar. 15, 2013 | Feb. 26, 2013 |
Issuance of Convertible Notes with Warrants | ' | ' | ' |
Company entered into two (2) 12% convertible notes payable | $0 | $0 | $350,000 |
Company cancelled a prior convertible note and entered into a 12% convertible note payable of | 0 | 220,438 | 0 |
Payees have the option to convert the outstanding notes and interest due into the Company's common shares | $0.25 | $0.25 | $0 |
Company granted to the Payees a warrant to purchase common shares | 1,400,000 | 881,753 | 0 |
exercisable per share | $0.25 | $0.25 | $0 |
The relative fair value of these warrants granted, estimated on the date of grant | 0 | 98,095 | 110,425 |
After allocation of proceeds | 0 | 0 | 110,425 |
warrants as a discount to the Convertible Note | 0 | 0 | 113,925 |
additional paid-in capital and debit amt | 0 | 0 | 113,925 |
The amortization of the discount and beneficial conversion feature amounted | $0 | $122,343 | $0 |
Issuance_of_Convertible_Notes_1
Issuance of Convertible Notes with Warrants Parentheticals (Details) (USD $) | Dec. 31, 2013 | Oct. 15, 2013 |
Issuance of Convertible Notes with Warrants Parentheticals | ' | ' |
Company granted the note holder a warrant to purchase common shares with an exercise price of $0.25 per share | 1,000,000 | ' |
Company issued covertible note amount of | ' | $58,000 |
Rate of interest per annum. | ' | 8.00% |
Debenture security issued in the form of restricted common shares to the note holder | ' | 1,250,000 |
Original Issue Discount on the debenture | ' | $8,000 |
Future_minimum_payments_requir
Future minimum payments required under this agreement were as follows: (Details) (USD $) | 12 Months Ended |
Mar. 31, 2013 | |
Future minimum payments required under this agreement were as follows: | ' |
Future Minimum Payments 2014 (remainder of the fiscal year) | $240,000 |
Future Minimum Payments 2015 | 240,000 |
Future Minimum Payments 2016 | 240,000 |
Future Minimum Payments 2017 | 140,000 |
Total Future Minimum Payments | $860,000 |
Projected_volatality_curve_Det
Projected volatality curve (Details) | Dec. 31, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Aug. 06, 2012 |
Projected volatality curve | ' | ' | ' | ' |
First year projection | 111.00% | 122.00% | 127.00% | 129.00% |
Second year projection | 168.00% | 167.00% | 173.00% | 178.00% |
Third year projection | 202.00% | 205.00% | 211.00% | 218.00% |
Fourth year projection | 233.00% | 236.00% | 244.00% | 252.00% |
Fifth year projection | 261.00% | 264.00% | 272.00% | 281.00% |
BlackScholes_optionpricing_mod1
Black-Scholes option-pricing model with the following weighted-average assumptions: (Details) | Mar. 15, 2013 | Feb. 26, 2013 |
Weighted -average assumptions | ' | ' |
Expected option life (year) | 3 | 3 |
Expected volatility | 75.11% | 74.53% |
Risk-free interest rate | 0.40% | 0.37% |
Dividend yield | 0.00% | 0.00% |
SHARES_AUTHORIZED_AND_TRANSACT
SHARES AUTHORIZED AND TRANSACTION (Details) (USD $) | Dec. 31, 2013 | Dec. 04, 2013 | Jul. 23, 2011 |
SHARES AUTHORIZED AND REVERSE ACQUISITION TRANSACTION | ' | ' | ' |
Common shares authorized to issue | 100,000,000 | ' | ' |
Common shares authorized to issue par value | $0.00 | ' | ' |
Common shares authorized shares after amendment to the Articles of Incorporations to increase the authorized number of shares to | 250,000,000 | ' | ' |
Common shares issued and outstanding | ' | ' | 79,800,000 |
Shares surrendered for cancellation | ' | ' | 33,000,000 |
Common shares issued for acquisition of 100% of issued and outstanding. | 12,000,000 | ' | ' |
Common shares held in escrow. | 6,000,000 | ' | ' |
Issued shares to a newly appointed member of the board of directors as compensation for future services | ' | 1,500,000 | ' |
These shares shall vest with respect to the shares of restricted stock on each of the first two anniversaries of the date of grant, subject to the director's continuous service to the Company as a director | ' | 750,000 | ' |
Amortized over the vesting period of two (2) years or at certain amount per month. | ' | $7,811 | ' |
Common stock price | ' | $0.13 | ' |
Common stock value | ' | $187,500 | ' |
EXHIBIT_A_SCHEDULE_OF_MILESTON
EXHIBIT A - SCHEDULE OF MILESTONES PARENTHETICALS (Details) (USD $) | Jun. 23, 2013 | Dec. 23, 2011 |
EXHIBIT A - SCHEDULE OF MILESTONES PARENTHETICALS | ' | ' |
Total escrow shares | 0 | 6,000,000 |
Escrow Shares earned and released to Ventures stockholder | 3,000,000 | 3,000,000 |
Escrow shares par value | $0.20 | $0.25 |
Shares on the date of release and recorded as compensation | 600,000 | 750,000 |
ENTRY_INTO_SECURITIES_AND_TECH
ENTRY INTO SECURITIES AND TECHNOLOGY PURCHASE AGREEMENT (Details) (USD $) | Aug. 06, 2012 | Aug. 01, 2012 |
ENTRY INTO SECURITIES AND TECHNOLOGY PURCHASE AGREEMENT | ' | ' |
Financing for private placement | ' | $500,000 |
Aggregate common shares | 1,066,667 | ' |
Common stock per share under Securities agreement | $0.47 | ' |
Common shares purchased under Securities agreement | 1,066,667 | ' |
Common stock exercise price under Securities agreement | $0.64 | ' |
Issuance of gross proceeds | 500,000 | ' |
Cash Commissions equal to a percentage of gross proceeds received in equity financing | 8.00% | ' |
Cash commission otherwise | 40,000 | ' |
Legal fees incurred | 12,500 | ' |
Net Proceeds in the issue | $447,500 | ' |
GARDEN_STATE_SECURTIES_INC_Det
GARDEN STATE SECURTIES INC (Details) (USD $) | Dec. 31, 2013 |
GARDEN STATE SECURTIES INC | ' |
Reimbursed legal fees | $12,500 |
Percentage cash commission | 8.00% |
Gross proceeds received in the equity financing | 40,000 |
Common shares purchased | 85,333 |
Exercise price per security issued | $0.64 |
Price per unit of security issued | $0.47 |
Common share for gross proceeds | 500,000 |
Common share for net proceeds | 447,500 |
Common share for a net proceed | 292,218 |
Relative fair value of the common stock and warrants | $207,782 |
Relative fair value Per common share | $0.27 |
Relative fair value Per warrant | $0.18 |
COMMON_SHARES_ISSUED_FOR_SERVI
COMMON SHARES ISSUED FOR SERVICES (Details) (USD $) | Dec. 31, 2013 | Jan. 26, 2012 | Oct. 14, 2011 |
COMMON SHARES ISSUED FOR OBTAINING EMPLOYEE AND DIRECTOR SERVICES | ' | ' | ' |
Common shares issued to two new members of BOD | ' | ' | 1,500,000 |
Common stock in aggregate as compensation for future services | ' | ' | 3,000,000 |
Restricted stock shares | ' | ' | 750,000 |
Stock price value | ' | ' | $0.25 |
Amortized value over the vesting period | ' | ' | $750,000 |
Amortized value over per quarter | ' | ' | 93,750 |
Common shares value to issue and sell | ' | 20,000,000 | ' |
Commons shares par value | ' | $0.00 | ' |
Director's fees Recorded for the interim period ended | 7,811 | ' | ' |
Common shares issued to Mountain Sky International Ltd | 1,000,000 | ' | ' |
Shares vested at the time of grant valued at $0.20 per share | 500,000 | ' | ' |
Shares to be vested after one year | 500,000 | ' | ' |
Amount recorded as consulting fees (value of shares) | $100,000 | ' | ' |
COMMON_SHARES_ISSUED_IN_CONNEC
COMMON SHARES ISSUED IN CONNECTION WITH ENTRY INTO TECHNOLOGY AGREEMENT AND COMMON SHARES ISSUED TO A RELATED PARTY (Details) (USD $) | Jul. 05, 2012 |
COMMON SHARES ISSUED IN CONNECTION WITH ENTRY INTO TECHNOLOGY AGREEMENT AND COMMON SHARES ISSUED TO A RELATED PARTY | ' |
Common shares exchanged | 500,000 |
Common shares par value | $0.79 |
Market total value | $272,550 |
These restricted shares were discounted at a % taking into consideration of its restricted nature and lack of liquidity and consistent trading in the market | 69.00% |
WARRANTS_OUTSTANDING_Details
WARRANTS OUTSTANDING. (Details) (USD $) | Derivative Shares | Non-derivative Shares | Total Warrant Shares | Fair Value of Derivative Warrants | APIC Reclassification Derivative Liability | (Gain) Loss Change in Fair Value of Derivative Liability |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Derivative warrant Balance at Aug. 06, 2012 | 1,152,000 | 0 | 1,152,000 | -411,805 | 0 | 0 |
Mark to market | ' | $0 | $0 | $231,521 | $0 | ($231,521) |
Derivative warrant Balance. at Sep. 30, 2012 | 1,152,000 | 0 | 1,152,000 | -180,284 | 0 | 0 |
Derivative warrant Balance at Sep. 30, 2012 | ' | ' | ' | ' | ' | ' |
Mark to market, | ' | 0 | 0 | -73,723 | 0 | -73,723 |
Derivative warrant Balance.. at Dec. 31, 2012 | 1,152,000 | 0 | 1,152,000 | -106,561 | 0 | 0 |
Derivative warrant Balance at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' |
Reset of warrant shares, | 1,799,424 | 0 | 0 | 0 | 0 | 0 |
Mark to market. | ' | 0 | 0 | -379,552 | 0 | 379,552 |
Derivative warrant Balance; at Mar. 31, 2013 | 2,951,424 | 0 | 2,951,424 | -486,113 | 0 | 0 |
Derivative warrant Balance at Mar. 31, 2013 | ' | ' | ' | ' | ' | ' |
Exercise of warrants on May 6, 2013 | -2,732,799 | 0 | -2,732,799 | 0 | 0 | 0 |
Issuance of warrants on May 6, 2013 | 5,713,918 | 0 | 5,713,918 | -106,360 | 0 | 0 |
Reset of warrant shares. | 737,856 | 0 | 737,856 | 0 | 0 | 0 |
Issuance of warrants on Oct 15, 2013 | 1,000,000 | 0 | 1,000,000 | -76,647 | 0 | 0 |
Mark to market; | ' | $0 | $0 | $299,373 | $0 | ($299,373) |
Derivative warrant Balance: at Dec. 31, 2013 | 7,670,399 | 0 | 7,670,399 | -369,747 | 0 | 0 |
ISSUANCE_OF_WARRANTS_TO_THE_PL
ISSUANCE OF WARRANTS TO THE PLACEMENT AGENT AS COMPENSATION (Details) (USD $) | Dec. 31, 2013 | Aug. 01, 2012 |
ISSUANCE OF WARRANTS TO THE PLACEMENT AGENT AS COMPENSATION | ' | ' |
Cash commission percentage | ' | 8.00% |
Gross proceed received | ' | $40,000 |
Common shares to purchase warrants | ' | 85,333 |
Percentage of common shares sold | ' | 8.00% |
Exercise price of warrant for agent | ' | $0.64 |
Relative fair value of the agent warrants using the Black-Scholes Option Pricing Model | 15,391 | ' |
Gross proceeds of the offering | $500,000 | ' |
SUMMARY_OF_THE_COMPANYS_WARRAN
SUMMARY OF THE COMPANYS WARRANTS ACTIVITIES (Details) | Number of Warrant Shares | Exercise Price Range per Share | Weighted Average Exercise price | Fair Value at Date of Issuace | Aggregate Instrinsic value |
Balance of warrants at Mar. 31, 2013 | 5,233,177 | 0.2 | 0.2 | 620,325 | 0 |
Issuance of warrant shares Pursuant to Section 3(b) Subsequent Equity Sales | 737,856 | 0.2 | 0.2 | 0 | 0 |
Granted with minimum exercise price range | 6,713,918 | 0.2 | 0.23 | 183,007 | 0 |
Granted with maximum exercise price range | 6,713,918 | 0.25 | 0.23 | 106,360 | 0 |
Cancelled | 0 | 0 | 0 | 0 | 0 |
Exercised | -2,732,799 | 0.2 | 0 | 0 | 0 |
Expired | 0 | 0 | 0 | 0 | 0 |
EarnedAndExercisableWithMaximumExercisePriceRange at Dec. 31, 2013 | 9,952,152 | 0.25 | 0.23 | 803,332 | 0 |
Unvested at Dec. 31, 2013 | 0 | 0 | 0 | 0 | 0 |
Balance of warrants, at Dec. 31, 2013 | 9,952,152 | 0.25 | 0 | 803,332 | 0 |
EarnedAndExercisableWithMinimumExercisePriceRange at Dec. 31, 2013 | 9,952,152 | 0.2 | 0.23 | 803,332 | 0 |
OUTSTANDING_AND_EXERCISABLE_WA
OUTSTANDING AND EXERCISABLE WARRANTS (Details) | Dec. 31, 2013 |
Warrants Outstanding Number Outstanding | ' |
Range of Exercise Prices 0.20 - 0.25 | 9,952,152 |
Range of Exercise Prices 0.20 - 0.25 | 9,952,152 |
Range of Exercise Price 0.20 - 0.25, | 9,952,152 |
Warrants Outstanding Average Remaining Contractual Life (in years) | ' |
Range of Exercise Prices 0.20 - 0.25 | 4.36 |
Range of Exercise Prices 0.20 - 0.25 | 4.36 |
Range of Exercise Price 0.20 - 0.25, | 4.36 |
Warrants Outstanding Weighted Average Exercise Price | ' |
Range of Exercise Prices 0.20 - 0.25 | 0.23 |
Range of Exercise Prices 0.20 - 0.25 | 0.23 |
Range of Exercise Price 0.20 - 0.25, | 0.23 |
Warrants Exercisable Number Exercisable | ' |
Range of Exercise Prices 0.20 - 0.25 | 9,952,152 |
Range of Exercise Prices 0.20 - 0.25 | 9,952,152 |
Range of Exercise Price 0.20 - 0.25, | 9,952,152 |
Warrants Exercisable Average Remaining Contractual Life (in years) | ' |
Range of Exercise Prices 0.20 - 0.25 | 4.36 |
Range of Exercise Prices 0.20 - 0.25 | 4.36 |
Range of Exercise Price 0.20 - 0.25, | 4.36 |
Warrants Exercisable Weighted Average Exercise Price | ' |
Range of Exercise Prices 0.20 - 0.25 | 0.23 |
Range of Exercise Prices 0.20 - 0.25 | 0.23 |
Range of Exercise Price 0.20 - 0.25, | 0.23 |
RESEARCH_AND_DEVELOPMENT_PAYME
RESEARCH AND DEVELOPMENT PAYMENTS (Details) (USD $) | Dec. 14, 2011 |
stevia entered with Agro Genesis pte ltd (AGPL) and details of Agpl | ' |
Lease payment to Vinh Phuc PPCTDA | $30,000 |
six month lease payment To Vinh Phuc PPCTDA | 15,000 |
Security Deposit to Vinh Phuc PPCTDA | $45,000 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES COMPENSATION (Details) (USD $) | Dec. 31, 2013 |
COMMITMENTS AND CONTINGENCIES COMPENSATION | ' |
Percentage of stock issued | 8.00% |
Securities for financing | 25,000 |
Gross proceeds | $500,000 |
Securities financing | 18,000 |
Gross proceeds to the Company | 500,000 |
Consultants fees per month | 3,000 |
Financing cost recorded under the Financing Consulting Agreement. | 18,000 |
Common stock issued to Mountain Sky international ltd. Valued at $0.20 per share | 1,000,000 |
Vested shares at the time of grant | 500,000 |
shares vested after on year of the grant | 500,000 |
Total value recorded as consulting fees | $100,000 |
CONCENTRATIONS_AND_CREDIT_RISK2
CONCENTRATIONS AND CREDIT RISK DURATION (Details) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CONCENTRATIONS AND CREDIT RISK DURATION | ' | ' |
Net Purchases Growers Synergy Pte. Ltd. - related party | 6.00% | 49.80% |
Net Purchases Stevia Ventures Corporation | 26.60% | 10.30% |
Net Purchases SG Agro Tech Pte Ltd | 52.20% | 0.00% |
Total Net Purchases | 84.80% | 60.10% |
FUTURE_MINIMUM_PAYMENTS_Detail
FUTURE MINIMUM PAYMENTS (Details) (USD $) | Dec. 31, 2013 |
FUTURE MINIMUM PAYMENTS | ' |
Future Minimum payments for the fiscal year 2014 (remainder of the year) (Research and Development) | $15,000 |
Future Minimum payments for the fiscal year 2015. (R & D) | 30,000 |
Future Minimum payments for the fiscal year 2016. (R & D) | 30,000 |
Future Minimum payments total. (R & D) | $75,000 |
CONCENTRATIONS_AND_CREDIT_RISK3
CONCENTRATIONS AND CREDIT RISK INSTANT (Details) | Dec. 31, 2013 | Mar. 31, 2013 |
CONCENTRATIONS AND CREDIT RISK INSTANT | ' | ' |
Accounts Payable at Growers Synergy Pte. Ltd. - related party | 45.00% | 50.10% |
Accounts Payable at Stevia Ventures Corporation | 19.30% | 16.90% |
Accounts Payable to SG Agro Tech Pte Ltd | 0.00% | 0.00% |
Total Accounts to payable concentration | 64.30% | 67.00% |
Subsequent_Event_Transactions_
Subsequent Event Transactions (Details) (USD $) | Feb. 13, 2014 | Feb. 07, 2014 | Feb. 04, 2014 | Jan. 21, 2014 |
Subsequent Event Transactions | ' | ' | ' | ' |
Convertibe note holder converted part of the accrued interest through the date of conversion | ' | ' | $26,325 | $23,400 |
Conversion rate per share | ' | ' | $0.06 | $0.06 |
Converter Shares of common stock | ' | ' | 450,000 | 400,000 |
Investor exercised warrants to purhcase shares | 1,877,333 | ' | ' | ' |
Exercise price of warrants per share | $0.06 | ' | ' | ' |
Value of shares in cash | 109,824 | ' | ' | ' |
8% Convertible note issued with an Amount of principal maturing in one year | ' | $80,000 | ' | ' |
Convertible rate per share | ' | $0.10 | ' | ' |
Issued warrant to the note holder to purchase common shares at an exercise price of $0.10 per share with a tenure of 5 years | ' | 1,000,000 | ' | ' |