UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or the transition period from ___________ to ____________ Commission File Number 0-11718 Stevia Company, Inc. _________________________________________________________________ (Exact name of registrant as specified in its charter) Illinois 36-2967419 _______________________________ ____________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1940 East Devon Avenue, Elk Grove Village, Illinois 60007 ______________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 593-0226 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ _____ Number of shares outstanding of common stock as of the close of the period covered by this report: 32,195,300 Page 1 of 22 pages contained in the sequential numbering system. PART 1 - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Board of Directors and Shareholders Stevia Company, Inc. Elk Grove Village, Illinois The accompanying balance sheet of STEVIA COMPANY, INC. at January 31, 1996 and the related statements of operations, shareholders' equity and changes in financial position for the nine month periods ended January 31, 1996 and 1995 were not audited; howev- er, the financial statements for the six months periods ending January 31, 1996 and 1995 reflect all adjustments (consisting only of normal reoccurring adjustments) which are, in the opinion of management, necessary to provide a fair statement of the results of operations for the interim period presented. The financial statements for the year ended April 30, 1995 were not audited pursuant to Rule 210.3-11 promulgated under Securi- ties and Exchange Act of 1934; however, the financial statements for the fiscal year ending April 30, 1995 reflect all adjustments (consisting only of normal reoccurring adjustments) which are, in the opinion of management, necessary to provide a fair statement of the results of operations for the fiscal year presented. STEVIA COMPANY, INC. March 14, 1996 STEVIA COMPANY, INC. BALANCE SHEET ASSETS January 31, 1996 April 30, 1995 Unaudited Unaudited ______________ ______________ CURRENT ASSETS Cash 92 1,479 Rents Receivable 3,688 - Inventories 28,132 28,132 Prepaid Expenses 616 9 _____________ ______________ Total Current Assets 32,528 29,620 PROPERTY AND EQUIPMENT (Notes 1 and 3) Land 1,127 1,127 Furniture and Equipment 44,750 44,750 Building 483,200 483,200 Idle Equipment 121,728 121,728 _____________ ______________ 650,805 650,805 Less: Accumulated Depreciation (79,441) (67,079) _____________ ______________ 571,364 583,726 _____________ ______________ OTHER ASSETS Patents, Net of Amortization 15,066 16,236 Investment in Affiliated Company (Note 5) - - ____________ ______________ 618,958 629,582 ____________ ______________ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable 30,803 26,520 Notes Payable-Officer (Notes 5 and 7) 9,892 10,574 Notes Payable-Other (Note 7) 1,782 1,792 Due to Affiliates (Note 5) 324,150 308,009 Accrued Executive Compensation 124,524 124,524 Deferred Rent - 489 Accrued Expenses 14,234 12,313 ___________ ______________ Total Current Liabilities 505,385 484,221 ___________ ______________ ___________ ______________ NON-CURRENT LIABILITIES Tenant Security Deposit 3,245 3,245 ___________ ______________ COMMITMENTS AND CONTINGENCIES (Notes 6, 11 and 12) - - ___________ ______________ SHAREHOLDERS' EQUITY (Notes 5, 8 and 9) Common Stock, No Par Value, 100,000,000 Shares Authorized as of April 30, 1995 and January 31, 1996; Issued 32,195,300 Shares at April 30, 1995 and January 31, 1996 2,088,001 2,088,001 Additional Paid in Capital 100 100 Accumulated Deficit since July 31, 1985 in connection with Quasi-Reorganization (Note 9) (1,977,773) (1,945,985) ____________ ______________ 110,328 142,116 ____________ ______________ 618,958 629,582 ____________ ______________ <FN> The accompanying notes are an integral part of the financial statements. STEVIA COMPANY, INC. STATEMENT OF OPERATIONS Unaudited Three Months Ended Nine Months Ended January 31, January 31, 1996 1995 1996 1995 __________ _________ __________ _________ REVENUES Sales - - - - COST OF SALES - - __________ _________ __________ _________ Gross Profit (Loss) - - - - OPERATING EXPENSES Research and Development 676 899 2,028 2,697 General and Administrative 14,865 14,974 45,132 45,840 ___________ _________ ___________ _________ 15,541 15,873 47,160 48,512 ___________ _________ ___________ _________ Loss From Operations (15,541) (15,873) (47,160) (48,512) ____________ _________ ___________ _________ OTHER INCOME AND (EXPENSE) Gain (Loss) on Sale of Property & Equipment (Note 3) - (9,500) - (9,500) Miscellaneous Income - - - 740 Rental Income 5,392 4,868 15,372 14,605 ____________ _________ ___________ __________ (10,149) ( 4,632) 15,372 5,845 ____________ _________ ___________ _________ NET LOSS (10,149) (20,505) (31,788) (42,667) ____________ _________ ___________ _________ NET LOSS PER COMMON SHARE (Note 10) (.001) (.001) (.001) (.001) ___________ __________ ___________ ________ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 32,195,300 32,195,300 32,195,300 32,195,300 ___________ __________ ___________ __________ <FN> The accompanying notes are an integral part of the financial statements. STEVIA COMPANY, INC. STATEMENT OF SHAREHOLDERS' EQUITY NINE MONTHS ENDED JANUARY 31, 1996 Unaudited Total Additional Share- Common Stock Paid-in holders' Shares Amount Capital (Deficit) Equity __________ __________ _________ ___________ _________ BALANCE May 1, 1995 32,195,300 2,088,001 100 (1,945,985) 142,116 NET INCOME (LOSS) - - - ( 31,788) ( 31,788) __________ __________ _________ ___________ _________ BALANCE, January 31, 1996 32,195,300 2,088,001 100 (1,977,773) 110,328 __________ __________ _________ ___________ _________ <FN> The accompanying notes are an integral part of the financial statements STEVIA COMPANY, INC. STATEMENT OF CHANGES IN FINANCIAL POSITION Unaudited Nine Months Ended January 31, 1996 1995 ______________ _________ OPERATING ACTIVITIES: Net Loss (31,788) (42,667) Adjustments to Reconcile Net (Loss) to Net Cash Used by Operating Activities: Depreciation and Amortization 13,533 14,201 Net Loss (Gain) from Sales of Equipment (Note 3) - 9,500 Changes in Operating Assets and Liabilities: (Increase) Decrease in Receivables (3,688) 266 (Increase) Decrease in Inventories and Prepaid Expenses (607) (560) Increase (Decrease) in Accounts Payable and Accrued Expenses 5,714 (1,743) Increase (Decrease) in Due to Affiliates (Note 5) 16,141 11,572 _____________ _________ Net Cash Provided (Used) by Operating Activities (695) (9,481) _____________ _________ INVESTING ACTIVITIES: Net Proceeds From Sale of Equipment (Note 3) - 8,000 _____________ _________ Net Cash Provided (Used) by Investing activities - 8,000 _____________ _________ FINANCING ACTIVITIES: Proceeds From (Repayments of) Notes (Note 7) (692) 1,953 _____________ _________ Net Cash Provided (Used) by Financing Activities (692) 1,953 _____________ _________ Increase (Decrease) in Cash and Cash Equivalents (1,387) 472 Cash and Cash Equivalents at Beginning of Period 1,479 236 _____________ _________ Cash and Cash Equivalents at End of Period 92 708 _____________ _________ <FN> The accompanying notes are an integral part of the financial statements. STEVIA COMPANY, INC. NOTES TO FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies: Inventories - Harvested crop inventories are stated at the lower of cost (determined by actual specific production cost) or market value (less estimated cost of disposal). Components of inventories are as follows: January 31, 1996 April 30, 1995 ________________ ______________ Seeds 21,170 21,170 Leaves 6,962 6,962 ________________ ______________ $ 28,132 $ 28,132 ________________ ______________ Research and Development, and Patents - Research and devel- opment expenditures, including depreciation of laboratory equip- ment, are charged to operations as incurred. The costs of obtaining patents, primarily legal fees, are capitalized and amortized over seventeen years on the straight-line method. Property and Equipment - Property and equipment are stated at cost. Depreciation and amortization are computed, primarily on the straight-line and accelerated methods, over the estimated useful lives of the respective assets. Repairs and maintenance are charged to expenses as incurred; renewals and betterments which significantly extend the useful lives of existing property and equipment are capitalized. 2. Company Organization and Description: Stevia Company, Inc. was incorporated under the laws of the State of Illinois on November 22, 1976. The Company was organized primarily to engage in the busi- ness of developing and manufacturing natural products, including sweeteners, derived from the Stevia rebaudiana plant. 3. Property and Equipment: In 1986, the Company completed construction of a building for a sweetener production facility in Pueblo, Colorado on a parcel of land (25 acres) acquired by the Company. The net price for construction of the building was $483,200. The Company also purchased certain equipment for its processing facility. Comple- tion of the processing facility was terminated in 1987 due to lack of funds. See Footnote 13. On September 1, 1993, the Company entered into a three-year lease for its Pueblo, Colorado facility with an unaffiliated third party. The tenant was granted two one-year options and a first right of refusal to purchase the Pueblo, Colorado facility in the event the Company sells or otherwise disposes of the facility. The lease provides for base rent of $19,473 for the first two years, $20,466 for the third year, $22,394 for the first option year and $23,264 for the second option year. On December 8, 1994, the Company said a portion of the equipment purchased for use in its sweetener production facility for $8,000. The Company realized a loss of $9,500 on this transaction. See Note 5 below. 4. Idle Equipment: During the year ended April 30, 1990, the Company reclassi- fied the building and equipment described in Note 3 as idle facilities. The carrying values of idle equipment were written down to the restored and recoverable values. (See Note 3). 5. Related Party Transactions: The Company was indebted to affiliated companies as follows: January 31, April 30, 1996 1995 _________ _________ F.K. Suzuki International, Inc. $ 70,412 $ 70,412 Biosynergy, Inc. $ 253,738 $ 237,597 _________ _________ Totals $ 324,150 $ 308,009 _________ _________ The amount due to F.K. Suzuki International, Inc. is the net license fees due under an irrevocable exclusive license agreement with F.K. Suzuki International, Inc. described in Note 12, less certain prepayments and discounts with regard to such license agreement. The Company shares common offices with Biosynergy, Inc. Each company has incurred certain shared office expenses which have been allocated to the other company. The Company has not been able to reimburse Biosynergy, Inc. on a regular basis which has resulted in a net payable of $253,738 at January 31, 1996 as compared to a net payable of $237,597 at April 30, 1995. Howev- er, the Company paid the proceeds of $8,000 from the sale of certain idle equipment (described in Note 3 above) to Biosynergy, Inc. to reduce the amount owed to Biosynergy, Inc. for shared expenses. The Company and its affiliates are related through Common Stock ownership as follows on January 31, 1996. STEVIA COMPANY, INC. NOTES TO FINANCIAL STATEMENTS 5. (Continued) S T O C K O F A F F I L I A T E S _________________________________________________ F.K. Suzuki Stevia Biosynergy International Medlab Stock Owner Company Inc. Inc. Inc. ___________ ________ __________ _____________ _____ Stevia Company, Inc. - 13.8% - - Biosynergy, Inc. .4% - - - F.K. Suzuki International, Inc. 55.8% 18.8% - 100.0% Medlab, Inc. - - - - Fred K. Suzuki, Officer/Director - - 35.6% - Lauane C. Addis, Officer/Director .1% .1% 32.7% - James F. Schembri, .2% 12.9% - - Director On July 7, 1983, Biosynergy, Inc. (an affiliated company) successfully completed a public offering. As part of this public offering the Company exchanged 1,058,181 shares of its Common Stock for 2,000,000 shares of Biosynergy, Inc.'s Common Stock. The Common Stock of the Company had no book value at the time of the exchange; thus no dollar value was assigned to the transaction. The Company has sold 100,000 of these shares. Although Biosynergy, Inc.'s Common Stock can be traded in the over-the-counter market, there is no established public trading market for such Common Stock due to limited and sporadic trades. In June, 1993, Fred K. Suzuki, President of the Company, advanced $7,587.75 to the Company for payment of the Company's share of the costs, including legal fees, of settling a lawsuit. On October 10, 1994, Mr. Suzuki loaned $5,000 to the Company and on October 18, 1995 Mr. Suzuki loaned an additional $1,000 to the Company for payment of real estate taxes on the Company's facili- ty in Pueblo, Colorado. See also Note 6. 6. Lease Commitments: The Company shares offices in Elk Grove Village, Illinois with Biosynergy, Inc. The master lease for these offices, which expired January 31, 1996, is in the name of Biosynergy, Inc. The total annual base rent for these premises is $62,574.36 for the lease year ending January 31, 1996. The Company's portion is $9,386.15. A new 5 year master lease for the offices, effective February 1, 1996, is also in the name of Biosynergy, Inc. The total annual base rent under the new lease is $66,000 for the lease year ending January 31, 1997. The Company's portion is $9,900. STEVIA COMPANY, INC. NOTES TO FINANCIAL STATEMENTS 7. Notes Payable: Notes Payable - Officer consists of the following: . an unsecured note dated July 1, 1993 in the original amount of $7,588 payable to Fred K. Suzuki, President. The note is due on demand and bears interest at 10% per annum. The principal balance due at January 31, 1996 is $7,588. . an unsecured note dated October 10, 1994 in the origi- nal amount of $5,000 payable to Fred K. Suzuki, Presi- dent. This note provides for payment in 12 monthly installments of principal and interest of $443.08 commencing December, 1994 and bears interest at 11.5% per annum. The balance due on this note at January 31, 1996 is $1,304. . an unsecured note dated October 18, 1995 in the origi- nal amount of $1,000 payable to Fred K. Suzuki, Presi- dent. This note provides for payment in six monthly installments of principal and interest of $172.30 commencing November, 1995 and bears interest at 11.5% per annum. The balance on this note at January 31, 1996 is $1,000. Notes Payable - Other consists of the following: . an unsecured note dated October 10, 1994 in the origi- nal principal amount of $3,000 payable to Laurence C. Mead, an officer of Biosynergy, Inc., an affiliate. The note provides for payment in 12 monthly install- ments of principal and interest of $265.85 commencing December, 1994 and bears interest at 11.5% per annum. The balance on this note at January 31, 1996 is $782. . an unsecured note dated October 18, 1995 in the origi- nal amount of $1,000 payable to Laurence C. Mead, an officer of Biosynergy, Inc., an affiliate. The note provides for payment in six monthly installments of principal and interest of $172.30 commencing November, 1995 and bears interest at 11.5% per annum. The bal- ance on this note at January 31, 1996 is $1,000. 8. Shareholders' Equity: The authorized capital stock of Stevia Company is one hundred million (100,000,000) shares of no par value Common Stock and one hundred thousand (100,000) shares of $100 par value Preferred Stock. The preferences, qualifications, limitations, restrictions and special or relative rights in respect to the Preferred Stock are to be determined by the Board of Directors at the time of their issuance, subject to limitations set forth in the amended articles of incorporation. As of April 30, 1995 and January 31, 1996, no shares of Preferred Stock were outstanding. STEVIA COMPANY, INC. NOTES TO FINANCIAL STATEMENTS As of January 31, 1996, under a special incentive plan, stock options and stock appreciation rights for 230,000 shares of Common Stock were granted to 4 advisors, directors, officers, consultants, and/or employees of the Company. The exercise price for these shares is $.0625 per share. The Company has reserved 400,000 shares of its Common Stock for this plan. As permitted in the plan, the directors of the Company extended the termina- tion date (last date to grant options) of the plan from February 23, 1987 to December 31, 1989. No further action has been taken to extend the term of the plan. On November 1, 1989, the Company's Secretary, Lauane C. Addis, and President, Fred K. Suzuki, agreed to forego their salaries in exchange for an option to purchase 83,333 shares of the Company's no par value common stock for each month they forfeited their salary at an option price of $.025 per share. Accrual of these options was terminated effective April 30, 1991. These options may be exercised until one year after the respective optionee receives all deferred compensation due at October 31, 1989, the optionee's salary is reinstated, or the optionee is no longer employed by the Company, whichever is later. As of January 31, 1996, none of these options have been exercised and a total of 2,999,988 shares are subject to the options. These options provide for adjustments to prevent dilution in the event of capital reorganizations. Mr. Suzuki was granted an option to convert all or a portion of his deferred compensation into shares of the Company's no par value common stock at a conversion rate of $.025 of deferred compensation per share. Conversion can only occur in the event the Company has sufficient liquid assets to pay all employee taxes due upon issuance of the shares. A total of 1,448,917 shares have been reserved for Mr. Suzuki's option. No portion of the option has been exercised as of January 31, 1996. The option provides for adjustments to prevent dilution in the event of capital reorganizations. 9. Quasi-Reorganization: As of July 31, 1985, the Company effected a Quasi-Reorganization which resulted in the elimination of $1,201,810 of accumulated deficit at the date of reorganization and a decrease of $1,201,810 in the amount of common stock outstanding. 10. Income (Loss) per share: Net income (loss) per share is computed based on the weight- ed average number of shares of Common Stock outstanding during the period, after giving effect to stock splits. The effect of exercise of stock options has not been presented as exercise would be anti-dilutive. STEVIA COMPANY, INC. NOTES TO FINANCIAL STATEMENTS 11. Agreements, Licenses and Options: The Company entered into an irrevocable exclusive license agreement with F.K. Suzuki International, Inc., parent of the Company, in 1983. For an annual fee of $75,000, payable begin- ning in January of 1987, the Company received certain patent and other rights owned by F.K. Suzuki International, Inc. Effective May 1, 1988, the license agreement was amended to provide for a royalty payment of 3% of revenues derived from the licensed technology in lieu of a set fee. There was no fee incurred during the nine month period ending January 31, 1996. 12. Income Taxes: There is no provision for income taxes in the accompanying financial statements due to the Company's net operating loss position. At April 30, 1995, net operating loss carryforwards are available and expire, if not used, as follows: 1995 119,376 1996 51,092 1997 292,440 1998 224,075 1999 167,356 2000 302,320 2001 423,843 2002 389,355 2003 328,154 2004 189,389 2005 133,704 2006 74,264 2007 73,470 2008 49,568 2009 119,410 __________ $2,937,678 __________ The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes" for fiscal year ending April 30, 1994 as required by SFAS No. 109. The effect, if any, of adopting Statement No. 109 on pretax income from continuing operations is not material. The Company has elected not to retroactively adopt the provisions allowed in SFAS No. 109; however, all provisions of the document have been applied since the beginning of fiscal year 1994. 13. Management's Plans: In view of the fact that the Company has incurred losses of $55,831, $118,910 and $51,569 for the years ended April 30, 1995, 1994, and 1993, respectively, management of the Company recogniz- es the liability of the Company is contingent upon the Company obtaining financing so it cancommence operations or acquire alternative operations. Before the Company can realize material STEVIA COMPANY, INC. NOTES TO FINANCIAL STATEMENTS operating revenues from its proposed operations, the Company must equipment and commence operations of a processing facility. The cost of equipping a processing facility is significant, and therefore the Company's main objective has been to obtain such financing. Management of the Company has also pursued alterna- tives, such as licensing its technology, selling Stevia Company or its assets, or combining Stevia Company with another enter- prise. No agreements have been entered into for consummating any such transaction, and there can be no assurance such a transac- tion will be forthcoming. 14. Unaudited Financial Statements: The Company's Financial Statements for the fiscal year ending April 30,1995 were not audited pursuant to Rule 210.3-11 of Regulation SX promulgated under the Securities Exchange Act of 1934, which provides that an inactive entity need not submit audited financial statements with reports filed pursuant to the Securities Exchange Act of 1934. Aninactive entity is defined as an entity not having gross receipts from all sources and expendi- tures for all purposes in excess of $100,000 each, which has not purchased or sold any of its own stock, granted options there- fore, or levied any assessments against outstanding stock during the applicable fiscal year, which has had no material change in business, including any material acquisitions or dispositions of assets, and which is not required to publish audited financial statements by any exchange or governmental authority having jurisdiction. In the opinion of Management, the Company met the criteria of an inactive entity for the fiscal year ending April 30, 1995. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL _______________________________________________________ CONDITION AND RESULTS OF OPERATIONS ___________________________________ SALES/REVENUES ______________ The Company had no sales during the quarter ending January 31, 1996 ("3rd Quarter") or the nine month period ending January 31, 1996. The Company did not produce rebaudioside A or other products on a commercial basis during these periods, and was not expected to have sales. Subject to commencement of commercial operations, Management continues to believe that a market for its Stevia products could be developed. During the quarter ending January 31, 1996, the Company realized rental income of $5,392 from leasing its Pueblo, Colora- do facility under a three-year lease to an unaffiliated third party. This lease grants the tenant first right of refusal upon the sale of other disposition of the Pueblo facility and provides for two one-year options. The lease provides for rent of $19,743 for the first two years, $20,466 for the third year, $22,394 for the first option year and $23,264 for the second option year. COSTS AND EXPENSES __________________ The overall operating expenses of the Company decreased by $332 or 2.09% during the 3rd Quarter as compared to the same quarter ending in 1995 and decreased by $1,352 or 2.78% during the nine month period ended January 31, 1996 as compared to the nine month period ended January 31, 1995. Most of the current expenses are overhead and general and administration items required to maintain the Company and its Pueblo, Colorado proper- ty. It is not anticipated that the expenses of the Company will materially change until the Company receives financing or com- mences alternative operations. NET LOSS ________ The Company realized a net loss of $10,149 in the 3rd Quarter as compared to a net loss of $20,505 in the comparative quarter in 1995 and realized a net loss of $31,788 for the nine month period ending January 31, 1996 as compared to a net loss of $42,667 during the same period in 1995. The Company's continuing losses are due to the lack of operating revenues, which will continue until such time as the Company produces its sweeteners and other products for sale or can obtain alternative revenues. See "LIQUIDITY AND CAPITAL RESOURCES" below. As of April 30, 1995, the Company has incurred net operat- ing losses aggregating $2,937,678. There is no provision for income taxes in the Financial Statements due to the Company's net operating loss position. Furthermore, the Tax Reform Act of 1986 will not materially alter the Company's net operating loss carryforward position, and the net operating loss carryforwards will be available and expire, if not used, as set forth in Footnote 12 to the Financial Statements for the 1st Quarter. See "FINANCIAL STATEMENTS." ASSETS/LIABILITY RATIO ______________________ The ratio of current assets to current liabilities (.064 to 1) is not acceptable taking into consideration the Company's cash flow position. The Company's current assets consist primarily of inventory. It is unknown how much inventory the Company can sell, if any. The Company is not producing inventory and there can be no assurance of long-term revenues, if any. The inventory consists primarily of Stevia leaves, which have been grown and harvested by the Company for use in its initial processing operations or for sale, and seeds which may be used for growing more leaves. See "LIQUIDITY AND CAPITAL RESOURCES" below. LIQUIDITY AND CAPITAL RESOURCES _______________________________ The Company's net working capital decreased by $18,256 during the nine month period ending January 31, 1996. The Company's negative net working capital is due to the continuing losses of the Company. The Company had $92 in cash and $3,688 receivables at January 31, 1996. This amount is insufficient to provide working capital for the ensuing quarter. The Company does not have, nor does it anticipate obtaining in the near future, a working line of credit. The Company's ability to generate cash adequate to meet its future needs depends upon its ability to obtain financing for the purpose of beginning revenue producing operations. In the event the Company is unable to obtain financing, management will seek out alternatives, such as licensing the Company's technology, selling the Company or its assets, leasing the Company's Pueblo facility, or combining the Company with other businesses. The Company and an affiliate, Biosynergy, Inc. ("BSI"), share office space, and as a result, share certain expenses. Both companies account to each other on an on-going basis for these shared expenses. The resulting payable as of April 30, 1995 was $237,597 and $253,738 as of January 31, 1996. The amounts due to BSI reflect on-going transactions in the ordinary course of business and do not represent any extraordinary trans- actions. Expenses include rent, salary for common employees and related benefits, payroll overhead, utilities, and certain legal expenses. Management of the Company believes it is more economi- cal to share these expenses with BSI, and will likely continue to do so in the near future. However, there is no assurance BSI will be in a position or agree to continue to extend credit to the Company for these shared expenses. On September 1, 1993, the Company entered into a three-year lease for its Pueblo, Colorado facility with an unaffiliated third party. The tenant was granted two one-year options and a first right of refusal to purchase the Pueblo, Colorado facility in the event the Company sells or otherwise disposes of the facility. The lease provides for base rent of $19,473 for the first two years, $20,466 for the third year, $22,394 for the first option year and $23,264 for the second option year. See "SALES/REVENUES" above. The proceeds from leasing such facility are used to offset expenses of the facility and to cover a portion of the general and administrative expenses of the Company. However, the cash flow from leasing the facility in Pueblo is not sufficient to cover all of the expenses of the Company for the ensuing year, and furthermore, there can be no assurance the Company will be able to continue leasing its facility. The Company owns 1,900,000 shares of BSI common stock. Such common stock can be traded in the over-the-counter market and stock prices are recorded on "pink sheets." The bid price at January 31, 1996 was estimated to be $.01 per share. Although the Company is free to currently sell these shares of Biosynergy, Inc. common stock, it does not have plans to do so in the near future. See Footnote 5 of the "FINANCIAL STATEMENTS." PART II - OTHER INFORMATION ___________________________ Item 6. EXHIBITS AND REPORTS ON FORM 8-K. _________________________________ A. The following Exhibits are included herein pursuant to Section 601: (3) (a) Articles of Incorporation (i) (b) By-Laws (ii) (10) Material Contracts. (a) Lease Agreement, dated September 1, 1993, between the Company and Pacific Aero Manufacturing, Inc. (iii) (b) Promissory Note dated July 1, 1993 payable to Fred K. Suzuki in the amount of $7,587.75. (iii) (c) Installment Promissory Note dated October 10, 1994, payable to Fred K. Suzuki in the amount of $5,000. (iv) (d) Installment Promissory Note dated October 10, 1994, payable to Laurence C. Mead in the amount of $3,000. (iv) (e) Installment Promissory Note dated October 18, 1995 payable to Fred K. Suzuki in the amount of $1,000. (v) (f) Installment Promissory Note dated October 18, 1995 payable to Laurence C. Mead in the amount of $1,000. (v) (15) Letter dated March 13, 1996, regarding interim finan- cial information. (vi) (27) Financial Data Schedule attached hereto as Exhibit 27. B. No Current Reports on Form 8K were filed during the period covered by this Report. [FN] _________________________ (i) Incorporated by reference to a Registration Statement filed on Form S-18 with the Securities and Exchange Commission, 1933 Act, Registration Number 2-87364C, under the Securities Act of 1933, as amended, and incorporated by refer- ence, to the extent of Articles of Amendment, to Form 10K for Fiscal Year Ending April 30, 1986 filed with the Securities and Exchange Commission. (ii) Incorporated by reference to Form 10K for Fiscal Year Ending April 30, 1987 filed with the Securities and Exchange Commission. (iii) Incorporated by reference to Form 10K for Fiscal Year ending April 30, 1994 filed with the Securities and Exchange Commission. (iv) Incorporated by reference to Form 10K for Fiscal Year Ending April 30, 1995 filed with the Securities and Exchange Commission. (v) Incorporated by reference to Form 10Q for the Quarter ending October 31, 1995 filed with Securities and Ex- change Commission. (vi) This Exhibit is included in this report as a part of the Financial Statements, and is incorporated by reference herein. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. STEVIA COMPANY, INC. Date March 15, 1996 /s/ FRED K. SUZUKI /s/ ______________________________ Fred K. Suzuki, President, Chairman of the Board, Chief Accounting Officer and Treasurer Date March 15, 1996 /s/ LAUANE C. ADDIS /s/ ______________________________ Lauane C. Addis, Secretary, Corporate Counsel and Director SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. STEVIA COMPANY, INC. Date March 15, 1996 ______________________________ Fred K. Suzuki, President, Chairman of the Board, Chief Accounting Officer and Treasurer Date March 15, 1996 ______________________________ Lauane C. Addis, Secretary, Corporate Counsel and Director SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10Q Annual Report Pursuant to Section 13 or 15(d) of THE SECURITIES AND EXCHANGE ACT OF 1934 For the period ending January 31, 1996 Commission File Number: 0-11718 STEVIA COMPANY, INC. _________________________________________________________________ (Exact name of registrant as specified in charter) 1940 East Devon Avenue Elk Grove Village, Illinois 60007 (708) 593-0226 _________________________________________________________________ (Address and telephone number of registrant's principal executive office on a principal place of business) EXHIBITS ________ EXHIBIT INDEX _____________ Page Numbering Pursuant to Sequential Exhibit Numbering Number Exhibit System _________________________________________________________________ 27 Financial Data Schedule E-1