UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended 4/30/96
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
___________ ____________
Commission file number 0-11718
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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
______________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class NONE
____________________________
Name of each exchange on which registered NONE
____________________________
Securities registered pursuant to section 12(g) of the Act:
Common Stock, No Par Value
___________________________________________________________________
(Title of Class)
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
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitve proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K [X]
Page one of 59 pages contained in the sequential numbering system.
The Exhibit Index may be found on page E-1 of the sequential numbering
system.
1
The estimated aggregate market value of the voting stock held by non-
affiliates of the registrant on July 1, 1996 was estimated to be
approximately $14,000.
The number of shares of common stock outstanding on April 30, 1996 was
32,195,300 shares.
No documents have been incorporated by reference in this report except for
certain exhibits and schedules listed in Item 14.
PART I
Item 1. Description of Business.
General Development of Business.
-------------------------------
Stevia Company, Inc. (the "Company") was incorporated as a subsidiary of
F.K. Suzuki International, Inc. ("FKSI") on November 22, 1976. The
Company's principal administrative offices and research laboratory is
located at 1940 E. Devon, Elk Grove Village, Illinois. See "Description of
Property." The Company's uncompleted processing facility is located in
Pueblo, Colorado.
The Company was organized primarily for the purpose of developing,
manufacturing, and marketing natural sweeteners derived from the Stevia
rebaudiana plant ("Stevia"). The Stevia natural sweetening compounds are
substantially non-caloric alternatives to sugar. The Company's ultimate
goal has been to commercialize one such compound, rebaudioside A, as a
sweetener. The Company also has plans to commercialize flavor enhancers,
raw materials for use in producing Gibberellins (plant growth hormones),
and other Stevia products.
To date, the Company has not experienced any significant operating
revenues. The Company is not expected to have significant operating
revenues unless it commences production of its sweeteners or other Stevia
products or commences alternative operations.
During the fiscal year ending April 30, 1996, the Company's operations were
dormant. The Company's efforts were primarily directed toward obtaining
financing, alternative businesses, and promoting the Company. Although the
Company's activities did not yet lead to any material contracts or
financing arrangements, management believes that its efforts may lead to an
arrangement whereby the Company will be able to realize its potential.
Since there can be no cerainty the Company will commence profitable
operations, the Company may be required to liquidate equipment, and
ultimately a building and land owned by the Company located in Pueblo,
Colorado, (see "Description of Property") to provide for its financial
needs. Nevertheless, there can be no assurance funds from the liquidation
of all or a portion of such assets would be sufficient to provide for the
Company's financial requirements. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
Except as stated above, there were no significant contracts or developments
with regard to the Company's business during the past fiscal year.
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Financial Information about Industry Segments.
---------------------------------------------
During the past fiscal year, the Company did not have any revenues from
operations. See "General Development of Business."
Narrative Description of Business.
---------------------------------
As described above under "General Development of Business," the Company was
primarily organized for the purpose of developing, manufacturing and
marketing natural sweeteners and other products from a variety of the
Stevia plan. Further information about the proposed products of the
Company is set forth below.
Proposed Products. The Company plans to initially commercialize four
products derived from the Stevia plant: (1) rebaudioside A as a natural,
high potency (approximately 300 times sweeter than sugar) sweetener; (2) a
by-product mixture of extractives from the Stevia plant ("DTGs") as a
flavor enhancer; (3) DTGs as raw material for plant hormones; and (4)
Stevia leaves as flavor enhancers and sweeteners. None of the products
have been approved by the FDA, however, they may be sold in Japan, Brazil,
Argentina and Paraguay.
The Company's sweeteners, flavor enhancers, and raw material for plant
hormones are derived from a protected proprietary variety (USDA Variety
Protection Certificate No. 8200065) of a plant, Stevia rebaudiana, Var.
P.J. Suzuki. Although Stevia rebaudiana has grown as a wild shrub in
limited sections of South America for hundreds of years, the Company
obtained the exclusive rights to a novel variety of Stevia rebaudiana which
was developed by F.K. Suzuki International, Inc. ("FKSI"), the parent of
the Company. This proprietary variety possesses significantly higher seed
viability than the original plant, produces a substantially higher yield of
rebaudioside A in its leaf material, and has improved resistance to frost
and flood. Although the Stevia plant has been examined by scientists for
over ninety years, commercial farming of the Stevia plant has occurred only
since 1950. The Company grew its Stevia plant from 1976 to 1986.
The Stevia plant produces eight diterpene glycosides ("DTGS"). They are
Steviolbioside, Stevioside, rebaudioside A, rebaudioside B, rebaudioside C,
rebaudioside D, rebaudioside E and Dulcoside A. Rebaudioside A and
Stevioside are the two major DTGs contained in the Company's proprietary
variety of Stevia plant. Rebaudioside A is the sweetest DTG, and also has
a taste most closely resembling that of sucrose (beet sugar, cane sugar).
The Company intends to commercialize rebaudioside A as its primary
sweetner. The Company owns the rights to U.S. Patent 4,612,944 and
European Patent Office Patent Number 0154235 for use of Stevia leaves, the
DTGs and any product containing the DTGs at flavor enhancement or
modification levels. The Company also holds the rights to U.S. Patent
4,082,858 for rebaudioside A and any product containing elevated levels of
rebaudioside A, which expired April 4, 1995. See "Patents and Trademarks."
Rebaudioside A Sweetener:
The Company intends to offer a totally natural alternative sweetener.
Rebaudioside A is substantially non-caloric, natural sweetener, having only
about 1/300th the calories of sugar at equivalent sweetness, and can
reportedly be used by diabetics and obese individuals. Rebaudioside A does
not support the growth of tooth decay producing streptococci and
lactobacilli, and it is thus suitable for toothpaste, mouthwash, and other
3
oral hygiene uses. Rebaudioside A is stable to heat, salt, and acid in
ordinary food processing and it is very soluble in water and other carriers
used in processing of food and non-food products. Rebaudioside A does not
brown when heated with amino acids or proteins.
Rebaudioside A cannot be distributed as a food additive in the United
States without FDA approval. Published results of acute, subacute and
chronic toxicity studies in rats and mice demonstrate that the DTGs are
non-toxic for short-term use, even in high usage levels, and are non-
contraceptive and non-teratogenic. The Company has not yet applied for FDA
approval for use of its sweetener in the United States and has not yet
initiated its own toxicity studies. As a result of the short-term and
chronic studies completed and the 17 year history of DTG usage in a wide
variety of foods in Japan without any reported toxicity, management of the
Company believes the DTGs, including rebaudioside A, are non-carcinogenic.
Diterpene Glycoside Flavor Enhancers:
DTGs are a by-product of the process of extraction and purification of
rebaudioside A. DTGs will comprise a mixture of diterpene glycosides,
primarily stevioside mixed with other diterpene glycosides extracted from
the Stevia plant. Like rebaudioside A, the DTGs are substantially non-
caloric and are believed to be non-carcinogenic based on short-term and
long-term toxicity studies.
Employees of the Company discovered that the DTGs have flavor-enhancing
characteristics. This discovery resulted in the U.S. Patent and Trademark
Office grant of a patent on September 23, 1986, and the European Patent
Office grant of European Office Patent Number 0154235 on June 12, 1991.
These patents were assigned to the Company by its inventors. The
DTGs are useful in enhancing fruit, spice, nut, and many other flavors for
which flavor enhancers are not currently available.
FDA approval is required for use of the DTGs as flavor enhancers, or other
food additive uses, although other forms of approval not involving a FDA
food additive petition may be available. It is believed FDA approval is
not required for use of the DTGs in certain products, such as tobacco and
other expectorated products, or for use of Stevia leaves containing the
DTGs in food products as flavor enhancers.
Diterpene Glycoside Raw Material for Plant Hormones:
Although Stevia Company intends to utilize rebaudioside A as a sweetener
and the DTGs as flavor enhancers, there will be a substantial amount of
DTGs remaining as a by-product of the production of rebaudioside A. The
Company therefore intends to sell a portion of the DTGs to producers of
plant hormones.
Plant growth regulators are chemicals which control plant growth and
development. Gibberellins ("GAs") are a class of plant hormones. They
have many effects on plant growth, development, and chemistry when applied
to plants in very small quantities, generally 1/2,500 - 1/250th ounce. The
major commercial uses of GAs in the U.S. are on fruit grapes, mandarin
oranges, and navel oranges. GAs are commercially used on numerous other
crops in other parts of the world. Several other agricultural applications
for GAs in the U.S. could develop if GA costs can be reduced.
4
Since 1975, it has been known that certain components of the DTGs could be
converted to GAs by the GA-producing mold. Management of the Company
believes DTGs can be used as raw materials, or precursors, for plant
hormones. To date, the Company has not entered into an arrangement with
the sole manufacturer of GAs in the United States to supply the DTGs for
use as a plant hormone raw material, however, such manufacturer has
investigated the potential for such use of the DTGs, the outcome of which
is unknown to the Company. Management nevertheless believes that the plant
hormone market should be considered as an alternative source of revenue for
the Company.
Although government approval for use of GAs is not required for most uses,
the FDA has promulgated regulations limiting the amount of residual GAs
which can be found in plants intended directly or indirectly for human
consumption. Additionally, these government regulations may limit the
amount of GAs that can be used in certain applications thus limiting the
amount of DTGs which may be sold for use in producing GAs. Management is
not aware of any proposed uses for GAs which have been limited or denied as
a result of government regulations.
Stevia Leaves:
Stevia leaves may be sold for three primary purposes. First, leaves may be
sold as a source material for extraction of sweeteners in the United States
(subject to FDA approval), Japan, Brazil and Argentina. Second, subject to
FDA approval for use in the United States for some applications, Stevia
leaves may ultimately be sold for use as a direct sweetening agent.
Finally, Stevia leaves may be sold for addition to teas, spices, coffee,
and other foods as flavor enhancers or modifiers, subject to appropriate
regulatory approval, where required. Stevia leaves may ultimately be used
as an herbal tea. The Company has developed a special variety of Stevia
plant which is protected under USDA Plant Variety Protection Certificate
No. 8200065.
Although the use of Stevia leaves as a food additive requires pre-approval
by the FDA or evidence the Stevia leaves are generally recognized as safe
("GRAS"), it should be noted that upon one or more occasions unrelated
third parties have made self-determinations that the use of Stevia leaves
as a food additive comes within the definition of GRAS. In order to be
classified as GRAS, the material must have been in use prior to 1958 and
there must be general scientific information and data positively describing
the safety of the material. Although the Company has not concluded its own
investigation in this regard, based upon the information currently
available, it is possible the use of Stevia leaves as food additives may be
permitted under GRAS, of which there can be no assurance.
Proposed Manufacturing and Farming Operations. To date, the Company has
not commercially produced its proposed products. The Company intended to
inventoy, maintain, and staff an extraction facility located in the Pueblo
Memorial Airport Facility, Pueblo, Colorado, but the financing needed to
equip the facility to make it operational has been prohibitive. It is
estimated that equipping the processing facility will cost in excess of
$2,500,000, plus start-up costs. The Company has sought financing for the
processing facility, but has been unable to procure such financing. There
can be no assurance such financing will be available in the future.
To date, Stevia DTGs have been extracted on a commercial basis utilizing a
batch process. The Company intends to utilize a continuous extraction
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process which will be substantially continuous with one or more
intermediate steps based on the batch method of processing. Although
management is not aware of any negative effects on the extraction of DTGs
using a continuous process, since the proposed continuous process has not
been utilized in the extraction of DTGs, there can be no assurance the
Company will be able to optimize the extraction of its DTGs using the
proposed method.
The Company does not have any existing propagation sites, farming sties, or
farming operations. The Company will re-establish its farming operations
as appropriate. Management of the Company believes that small scale
farming operations could be commenced and produce Stevia leaves within one
year. However, in the event FDA approval of rebaudioside A for food
additive use is obtained, and if demand increases for the Company's
proposed products in foreign markets, which is dependent on approval for
its use as a food additive in certain foreign countries, and other factors,
the Company would have to acquire or lease farming facilities and/or enter
into contracts with a substantial number of additional growers to meet
increased requirements. The ability to do so cannot be guaranteed.
Proposed Marketing and Distribution. None of the Company's proposed
products are sold on a commercial basis. Sales to date of Stevia leaves
and rebaudioside A have been for research purposes or for use in products
not under the jurisdiction of the FDA.
The Company intends to market its natural sweetener and flavor enhancer as
soon as production is sufficient in international markets where such
products are approved for human consumption and are currently used, such as
Brazil and Japan. In these countries, the Company may be subject to
stringent trade regulations and may have to pay royalties on sales in Japan
to Morita Chemical Co., which holds the patent rights to rebaudioside A and
other Stevia products in Japan.
The Company further plans to continue to introduce its sweeteners and
flavor enhancers to end users and industrial segments not requiring full
FDA approval, such as tobacco products and certain other products that are
expectorated. In the event full FDA approval of the Company's products as
food additives is obtained, management of the Company anticipates that most
of its sweeteners and flavor enhancers will be directly formulated in food
and drinks and that the sweeteners will rarely reach consumers in pure
form.
Since most of the Company's proposed products will be sold to industrial
users for incorporation into other products, the Company will not be
required to have a large sales force. It is intended that the Company will
form a small, technically oriented sales force.
Sources and Availability of Raw Materials. The Company is not currently
using raw materials, and thus believes its source and availability of raw
materials to be satisfactory. It should be noted, however, that the
Company's proposed products are primarily derived from Stevia rebaudiana
var. P.J. Suzuki, which has been grown in limited quantities by the Company
in the United States. The Company is not currently growing any Stevia
leaves, although it has a limited supply of leaves ready for sale and
processing, and has seed and materials available to re-establish farming
operations, when needed. Other varieties of the Stevia plant are currently
being grown in Thailand, Korea, the Peoples Republic of China and Japan.
At present, there are no known growers of the Stevia plant in the United
6
States. In the event of FDA approval of the Company's sweeteners of flavor
enhancers, significant foreign sales, or sales of the Company's other
Stevia products, the Stevia leaf requirements will exceed the Company's
current supply and the Company would have to initiate significant farming
operations, purchase the plant material on a contract basis from
unaffililated growers, or import leaf material from foreign growers. There
is no assurance that any of the above can be done on terms acceptable to
the Company. See "Proposed Manufacturing and Farming Operations."
In connection with the Company's inventory of Stevia leaves and seeds,
portions of the Stevia leaf inventory have been held by the Company since
1981. In addition, substantially all of the seeds were harvested in 1984,
1985, and 1986. The Stevia leaves are stable and may be stored for years.
The seeds remain viable for a minimum of three years, and lose only a
portion of their viability thereafter on an increasing basis as a function
of time. Although the exact amount of viability loss from year to year is
not known, based on experience of management of the Company, it is believed
that the current supply of seeds may be sufficient to re-establish the
Company's Stevia leaf production.
Patents and Trademarks. The Company has patent rights under three patents
issued by the United States Patent and Trademark Office. United States
Patent No. 4,082,858, which expired April 4, 1995, relating to "Sweetening
Compound, Method of Recovery and Use Thereof" (rebaudioside A) was issued
to Morita of Osaka, Japan. Rights under this patent were assigned, in
exchange for improved technology relating to extraction of stevioside, to
FKSI, which subsequently transferred such rights by exclusive license to
the Company. United States Patent No. 4,361,697, expiration date November
30, 1999, relating to "Extraction, Separation and Recovery of Diterpene
Glycosides from Stevia rebaudiana", was issued to Robert H. Dobberstein,
former officer of the Company, and others and was subsequently assigned to
FKSI. Rights under this patent were subsequently transferred to the
Company by FKSI. U.S. Patent 4,612,942, expiration date September 23,
2003, relating to "Flavor Enhancing and Modifying Materials", was issued to
Robert H. Dobberstein and Fred K. Suzuki, Chariman of the Board of
Directors, and was assigned to the Company.
On June 12, 1991, the European Patent Office granted European Patent Number
0154235, the counterpart of U.S. Patent 4,612,942, relating to the use of
Stevia leaves and extractives as "Flavor Enhancing and Modifying
Materials". Patents granted by the European Patent Office generally must
be registered in each European country where patent protection is desired,
which requires interpretation and payment of filing and agency fees. The
Company has not registered this patent in any European countries and
therefore it is uncertain whether the Company has or may obtain any
protection under this patent in Europe.
The Company also holds rights under the United States Department of
Agriculture (USDA Plant Variety Protection Certificate No. 8200065,
expiration date October 20, 2000) for Stevia rebaudiana var. P.J. Suzuki.
The United States Plant Variety Protection Act of 1970 grants certain
protections to developers of novel varieties of sexually reproduced plants.
The Company's novel variety, Stevia rebaudiana var. P.J. Suzuki, was
recognized by the USDA to have novel characteristics including improved
seed viability, improved yield of rebaudioside A, and improved resistance
to frost and flood. The Company intends to utilize this particular plant
variety for all of its production needs.
7
The Company intends to pursue a policy of seeking the broadest possible
protection through the filing of various patent, trademark, and other
proprietary protection applications, both in the United States and abroad.
However, since there can be no assurance any of the Company's patents will
withstand a legal challenge, certain processes and formulas will be
maintained only as trade secrets.
Seasonal Aspects of the Business. The business of the Company is not
expected to be seasonal, except for the farming operations. The farming
operations of the Company will be seasonal to the extent the Stevia plant,
when grown as a perennial, requires the Company's direct attention only
during planting in the spring, if needed, harvest in the fall, and seed
collection in the early winter. The Stevia plant, when grown as an annual,
will require the Company's direct attention during planting in spring and
harvest in the fall. During these periods of time, representatives of the
Company occasionally may be required to be directly involved in the farming
operations. During the remaining portion of the year, the Company will
utilize contract labor, as needed, for cultivation and caring for the
Stevia plants. The Stevia plant can be grown as a perennial in warmer
climates where there is no killing frost, such as Southern California, and
as an annual in colder climates during the summer growing season. The
Company intends to employ a farm manager to supervise its farming
operations in the future.
Working Capital Items. The Company has attempted to conserve working
capital whenever possible. To this end, the Company attempts to keep
overhead at minimum levels. The Company believes that it will be able to
obtain adequate inventory to supply its customers in the United States and
abroad, on a timely basis, by careful planning and forecasting of demand
for its products when available. However, the Company does not currently
have working capital available for this purpose.
Based on the operating expenses for the fiscal year ending in 1996,
management believes the current working capital is not sufficient for the
fiscal year ending in 1997. The Company is seeking financing or
arrangements with business partners. The Company's cash flow during Fiscal
1996 was derived from leasing its facility in Pueblo, Colorado, advances
from an affiliate, Biosynergy, Inc., and loans from individuals, including
Fred K. Suzuki, President. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Certain Relationships
and Related Party Transactions."
Major Customers. The Company did not have sales in Fiscal 1996 and did not
acquire any significant customers or contracts during Fiscal 1996.
Backlogs. The Company currently does not have a backlog of orders.
Government Contracts. The Company does not have any portion of its
business that may be subject to negotiation or re-negotiation of profits or
termination of contracts or sub-contracts at the election of the
government.
Competition.
Rebaudioside A Sweetener
8
Total annual sweetener sales exceed ten billion dollars in the United
States. There are two major segments in the sweetener market - caloric
sweeteners and non-caloric or substantially non-caloric sweeteners. The
caloric sweeteners account for about 88% of all sweetener usage. Within
this segment, there are two main product categories: (1) Cane and beet
sugar; and (2) Corn sugar such as dextrose, glucose, and high fructose corn
syrup. While high fructose corn syrup has different taste characteristics
and related formulating requirements, it offers a lower and more stable
price than cane and beet sugar. It is now used widely in the soft drink
and food processing industries.
Currently, there are only three approved non-caloric or substantially non-
caloric sweeteners on the market in the United States which are potentially
competitive with rebaudioside A, all of which are synthetic. They are
saccharin, cyclamates and aspartame.
Saccharin is a synthetic sweetener about 300 times sweeter than sugar and
is generally deemed to have a pronounced bitter aftertaste. Studies have
shown rebaudioside A to have "low off and (low) bitter after tastes," which
should permit it to compete with saccharin. Sherwin-Williams is presently
the only known U.S. producer of saccharin. In 1977, the FDA deemed
saccharin unsafe and promulgated regulations barring its use. In response
to consumer and industry pressure, Congress temporarily halted the recall
of saccharin, the only non-caloric sweetener in use at the time of their
action. It is not known at this time whether saccharin will be eventually
removed from the market.
Aspartame, which is approximately 200 times sweeter than sugar, was
developed by G.D. Searle and is believed currently to be produced by the
Nutra Sweet Company division of Monsanto, Co. and a limited number of other
producers worldwide. Aspartame is considered a synthetic sweetener because
it is man-made by the chemical combination of two naturally occurring
compounds, aspartic acid and phenylalanine. Aspartame was approved for use
by the FDA in some foods in 1974; however, approval was removed in 1975
pending further investigation. Concern centered on its content of
phenylalanine, which cannot be degraded by some individuals having a
genetic defect involving phenylalanine metabolism. One child in ten
thousand is born with this disease in which phenylalanine must be
restricted if the infant is to develop normally. Another concern is with
the aspartic acid contained in aspartame, which has been shown to produce
brain lesions in newborn infants when administered in high doses. During
1981, the FDA decided that the studies to date were too inconclusive to
continue denial of G.D. Searle's petition for FDA approval, and therefore
approved aspartame for human consumption.
Aspartame breaks down and loses sweetness at temperatures in excess of
about 105 degrees Celsius. It is not practical, in management's opinion,
to use aspartame for certain cooking or food processing applications
involving relatively high temperatures. Also, aspartame losses sweetness
relatively quickly when added to acidic solutions such as soft drinks.
Nevertheless, aspartame sales of 13 million in 1981, 74 million in 1982,
336 million in 1983, 585 million in 1984, and 700 million in 1985 were
reported. Sales figures are not available for years after 1985.
Management of the Company believes the superior stability characteristics
of rebaudioside A and its natural source would allow it to compete with
aspartame.
Acesulfame K is a non-caloric synthetic sweetener discovered in West
9
Germany and has been developed by American Hoechst Corporation. The
sweetener is reportedly 130-200 times sweeter than sugar with some bitter
aftertaste when used as the sole sweetener in a product. Acesulfame K has
good acid and tmperature stability, and safety studies have reported no
"ill effects" to date. On July 29, 1988, it was announced that the FDA
approved acesulfame K for use as a food additive in the United States. It
is marketed under the tradename "Sunette." The sweetener has also been
approved for use in the United Kingdom and West Germany. Management of
the Company believes the superior taste characteristics of rebaudioside
A and its natural source would allow it to compete with acesulfame K.
Several alternative sweeteners have been under evaluation or development
for many years. Only limited information is available to the Company
regarding these sweeteners. These include cyclamate (which was barred by
the FDA in 1969 and has not been approved based on a 1982 FDA petition
submitted by Abbott Laboratories and the Calorie Control Counsel), TalinR;
Alitame (L-aspartyl-D-alanyl methyl ester); maltitol; sucralose;
neohesperidin dihydrochalcone; L-sugars; polysugar; cholorinated sugar
derivaties; glycyrrhizin; monellin; and miraculin. Although most of these
sweeteners have been under development for a number of years, no
significant technical achievements by a developer have occurred to the
knowledge of management of the Company.
Diterpene Glycoside Flavor Enhancer:
Currently, only a handful of flavor enhancers are used in the U.S. The
most commonly used enhancers include salt (however, the majority of salt
use is at higher flavoring levels), monosodium glutamate (MSG), protein
hydrolysates, nucleotides (primarily 5' guanylate and 5' inosinate), and
the pyrones, maltol and ethyl maltol. Except for the pyrones, these
enhancers are used to enhance meat or protein tastes in foods. Maltol and
ethyl maltol are used in baked goods, gelatin and dairy product desserts,
and beverages to enhance sweetness, to impart a fresh-baked odor to bakery
products, and to enhance synthetic berry and citrus fruit flavors.
In 1967 U.S. sales of flavoring agents and enhancers were approximately
$158 million. 1983 U.S. sales of flavor extracts and syrups alone exceeded
$4.2 billion. In 1979, 1,610 synthetic and 502 natural food flavoring
agents were used in the United States. Information regarding the total
U.S. flavor enhancement market is not readily available. However, the
Flavor and Extract Manufacturers' Association reported U.S. usage of 284.4
million pounds of MSG, 52,690.5 pounds of ethyl maltol, and 10,405.8 pounds
of maltol in 1982. This would correspond to U.S. sales of approximately
$251.4 million, $2.47 million, and $0.44 million, respectively, in 1982.
More current information regarding the flavor enhancement market is not
readily available at this time.
Management believes that the current direction of the U.S. food industry is
utilizing more synthetic flavoring agents, producing more "convenience"
foods, and the flavor enhancing characteristics of the DTGs will result in
a market for the Company's flavor enhancers. Since mose of the current
flavor enhancers in the U.S. market are meat-flavor enhancers, it is
anticipated that the DTGs will have relatively little initial competition
in their market segment.
Diterpene Glycoside Raw Material for Plant Hormones:
10
It has been estimated that total 1980 plant growth regulator sales were $40
million for the U.S. and $118 million for the world. While information
concerning the quantities of GAs used commercially is difficult to obtain,
ICI, Ltd. estimated that 12-15 tons were used in 1980. This represents an
annual retail market value of approximately $12.9 - $18.2 million. Today
Abbott Laboratories (Chemical and Agricultural Products Division) is the
only known manufacturer of GAs in the western hemisphere.
Because of the high costs of GAs, stevioside and/or steviol could be
valuable as a raw material for GA production to 1) permit the commercial
production of plant GAs which are normally not produced by the GA-producing
mold, and which may be more potent for certain agricultural applications
than the normal mold GAs; and 2) potentially to serve as a high-yield raw
material for gibberellic acid so production costs could be reduced. Either
use could expand the current GA market. Management of the Company believes
that it is possible to commercialize the DTGs as GA raw material without
competition since the Company is not aware of any GA raw materials or
precursors used commercially at the present time.
Stevia leaves:
The Company intends to grow Stevia leaves primarily as raw material for its
other products. Stevia leaves, because of their DTG content, can also be
used as sweetening agents and flavor enhancers. Furthermore, the use of
Stevia leaves may be preferred in many applications over the use of
extracted rebaudioside A or DTGs. For this reason, the Company intends to
offer to its customers Stevia leaves for use in flavoring or sweetening
herbal teas, tobacco products, and other food products having compatible
taste characteristics. There are several trading companies importing
Stevia leaves from China, Taiwan, Korea, S.E. Asia and Japan. However,
Management believes none of the trading companies have access to the
Company's Stevia leaves from its patented plant (See "Proposed Products")
or Stevia leaves having a high rebaudioside A content, which is the main
factor in grading Stevia leaves. Although imported Stevia leaves may in
many instances be less expensive than the Company's Stevia leaves, quality
considerations, availability, and lack of trade restrictions will likely
make the Company's Stevia leaves more desireable, in management's opinion.
Potential competitors of the Company have substantially larger resources,
technical staffs, managing capabilities and sales and service organizations
than the Company. Despite the Company's patents and other proprietary
protection with respect to certain of its products and processes, the
achievement by any competitor of a substantial technological advance in
similar products or processes and the successful marketing of such products
could cause a severe reduction in the pricing and in residual values of the
proposed products of the Company.
Research and Development. The Company currently is not conducting any
research and development directed to developing its proposed products due
to lack of funding. Previous research was directed to the development of
improved methods of extracting and purifying rebaudioside A from Stevia
leaf material, improve growing techniques, and research required for the
processing facility in Pueblo, Colorado, including quality control
procedures. The amount expensed as research and development costs during
the fiscal years ending April 30, 1994, 1995 and 1996 were primarily for
overhead expenses, and not for research and development conducted for any
particular purpose. There were no amounts spent during the fiscal years
ending in 1994, 1995 and 1996 on consumer-sponsored research activities
11
relating to the development of new products, services, or techniques, or
the improvement thereof.
Government Regulation. The Company is subject to stringent government
regulation regarding the conduct of certain portions of its business.
Products of the Company which are to be used as food additives in the
United States are subject to a pre-clearance process and regulation by the
FDA or other governmental authorities. The Company has not submitted a
food additive petition to the FDA for its rebaudioside A sweetener, its DTG
flavor enhancers, or any other products, and it has not yet initiated
complete toxicity testing of these materials, which takes approximately
three years to complete and is required in connection with the submission
of such petition. There can be no assurance that the results of the
toxicity studies will be favorable.
Prior to FDA approval of the Company's sweetener and by products as food
additives, the Company intends to distribute its sweetener and flavor
enhancers in the United States as dietary supplements and ingredients for
products which use is not subject to the food additive petition process.
In this regard, the Company may be required to register with the FDA as a
cosmetic ingredient manufacturer once marketing of its products for use in
oral hygiene products commences. Under the registration, the Company will
be subject to certain guidelines for conformance with good manufacturing
practices and certain record-keeping requirements. The Company also
intends to market its products in foreign countries; however, the Company
is subject to government regulation in foreign countries which regulate the
use of food additives. To the best of management's knowledge, Stevia
sweeteners and other products are authorized for use only in Japan, Brazil,
Argentina and Paraguay.
Enviornmental Protection Expenditures. The Company's operations are not
currently subject to any federal, state or local laws regulating the
discharge of materials into the environment which materially affect
earnings or the competitive position of the Company, nor has there been or
is there expected to be any capital expenditures made to comply with such
laws during the next fiscal year.
Employees. The Company presently employs two individuals on a part-time
basis, including a receptionist and bookkeeper, who are also employed by
Biosynergy, Inc., an affiliate. The President and Chairman of the Board
provides his services at no cost to the Company. The Secretary and
Corporate Counsel provides legal services on a fee for service basis.
Operation and maintenance of farming and propagation sites, when in
operation, are conducted by independent contractors who are paid on an
hourly basis. The Company intends to hire a Chief Engineer/Plant Manager,
farm manager, and production workers for its farming operations and
processing facility when such facility is complete. See "Proposed
Manufacturing and Farming Operations."
Financial Information About Foreign and Domestic Operations and Export
Sales. The Company did not sell any of its proposed products in foreign
markets during the fiscal year ending April 30, 1996. See "Proposed
Marketing and Distribution."
Item 2. Description of Property.
The executive offices and research and development facilities of the
Company are located at 1940 East Devon, Elk Grove Village, Illinois 60007.
12
The Company sub-leases a portion of these premises from an affiliate
company, Biosynergy, Inc., under a master lease which expires January 31,
2001. The entire facility consists of 10,400 feet, fifteen percent of
which is utilized by the Company. A small amount of equipment, Stevia
leaves and Stevia seeds are currently stored at the Company's Elk Grove
Village, Illinois facility.
Although the Company does not have farming or propagation sites for seeds,
seedlings, and Stevia leaves, management believes that in the event it
becomes necessary, land, greenhousing and storage facilities on a rental or
purchase basis will be available. If necessary, the Company intends to
contract with independent farmers to supply Stevia leaves, if needed. See
"Proposed Manufacturing and Farming Operations."
The Company owns 25 acres of land located in the Pueblo, Colorado Memorial
Airport Facility. The Company constructed a 16,800 sq.ft. building on the
site, completed in March, 1985, to house its proposed processing facility.
This building is leased to a non-affiliate of the Company. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Except as noted above with regard to potential farming operations, the
Company's facilities are sufficient for the contemplated operations.
Item 3. Legal Proceedings.
There is no material litigation threatened or pending against the Company
or any of its properties.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Part II
Item 5. Market for Registrant's Common Stock and Related Shareholder
Matters.
Market Information.
The Company's Common Stock is traded in the over-the-counter market,
however, there is no established trading market due to limited and sporadic
trades. The Company's common stock is not quoted on any recognized
exchange or market. The Company's common stock prices are quoted in the
Stock Section of the National Daily Quotation Service ("Pink Sheets").
These quotations do not necessarily reflect actual transactions nor
represent the actual value or trading price of the Company's common stock.
Additional information is also available from broker-dealers trading such
common stock. Price information for Fiscal 1995 and 1996 was not
available.
Holders.
As of April 30, 1996, there were approximately 800 holders of record of the
Company's Common Stock.
Dividends.
13
The Company has never declared any dividends. The Company does not intend
to declare and pay any dividends until such time as the Company attains a
profitable status and has provided for all of its capital requirements.
Item 6. Selected Financial Data.
Below is selected financial data for the fiscal years ending April 30,
1996, 1995, 1994, 1993, and 1992.
Fiscal Fiscal Fiscal Fiscal Fiscal
Year Year Year Year Year
Ended Ended Ended Ended Ended
April 30, April 30, April 30, April 30, April 30,
1996 1995 1994 1993 1992
_________ _________ _________ _________ __________
Unaudited(1) Unaudited(1) Unaudited(1) Unaudited(1)Unaudited(1)
(C>
Net Sales - - $ 4,127 $17,200 $ 7,084
Loss From
Operations ($ 33,519) ( 55,831)(3) ($118,910)(2) ($51,569) ($ 74,165)
Loss From
Operation
per Common
Share ($ .001) ($ .002) ($ .004) ($ .001) ($ .002)
Total Assets $617,423 $629,582 $667,991 $720,491 $730,164
Long-Term
Obligations - - - - 264
Shareholders
Equity $108,597 $142,116 $197,947 $316,857 $368,426
Cash Dividends
declared per
share NONE NONE NONE NONE NONE
_______________
<FN>
(1) The Company's financial statements for the fiscal year ending April 30,
1992, 1993, 1994, 1995 and 1996 have not been audited pursuant to Rule
210.3-11 of Regulation S-X promulgated under the Securities Exchange Act of
1934. See "Financial Statements and Supplementary Data."
(2) The loss from operations for Fiscal 1994 includes a loss of $33,789 due
to the sale and abandonment of certain inventory and equipment. See
"Financial Statements and Supplementary Data."
(3) The loss from operations for Fiscal 1995 includes a loss of $9,500 due
to the sale of certain equipment. See "Financial Statements and
Supplementary Data."
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Net Sales/Net Revenues
The Company had no sales of any products during Fiscal 1995 or 1996, but
had sales of $4,127 of rebaudioside A for experimental purposes and use in
products not regulated by the FDA during fiscal years ending April 30,
1994. The Company did not produce rebaudioside A, or other products, on a
commercial basis during the fiscal year ending April 30, 1994, 1995 or
1996. See "Proposed Manufacturing and Farming Operations."
The Company also realized other income primarily as a result of leasing its
production facility in Pueblo, Colorado to an unaffiliated third parties
15
during fiscal years ending April 30, 1994, 1995 and 1996. On September 1,
1993, the Company entered into a three-year lease for its Pueblo facility
with an unaffiliated party. The lease provides for two one-year options
and 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 "Liquidity and Capital Resources". The remaining miscellaneous income
was due to prior period adjustments and write off of certain accounts
payable.
Costs and Expenses
The overall operating expenses of the Company decreased during Fiscal 1996
as compared to Fiscal 1995 by $3,449, and decreased by $29,252 as compared
to the fiscal year ending April 30, 1994. The decrease in operating
expenses was primarily a result of a reduction in common expenses allocated
to the Company for employees, supplies and the facilities in Elk Grove
Village, Illinois because of the Company's continued slow down in
operations. See "Liabilities" below. The Company also had certain
extraordinary expenses in Fiscal 1994 related to leasing its Pueblo,
Colorado facility and the settlement of a lawsuit. The Company has limited
expenditures to only those necessary to maintain the Company. Most of the
current expenses are overhead and administrative items.
Loss on Sale of Equipment.
Due to the need for working capital, the Company sold a portion of the
equipment purchased for use in its sweetener production facility for $8,000
in Fiscal 1995. The proceeds were used primarily to retire debt. The
Company realized a loss of $9,500 on this transaction.
Loss on Sale and Abandonment of Inventory and Equipment.
In connection with the Company entering into a three-year lease for the
Pueblo facility with an affiliated third party, the Company had to remove
all of its inventory and equipment being stored in this facility. Since
the Company was not in a financial position to rent a storage facility, it
moved as much of this inventory and equipment as possible to its Elk Grove
Village, Illinois location. The remainder of the inventory had to be
abandoned and a portion of the equipment was sold. As a result, the
Company incurred a net loss of $33,789 on sale and abandonment of inventory
and equipment during the fiscal year ending April 30, 1994.
Net Loss
--------
The Company's net loss was $33,519 for the fiscal year ending in 1996 as
compared to $118,910 in Fiscal 1994 and $55,831 in Fiscal 1995. Included
in the net loss for Fiscal 1994 is a loss of $33,789 due to the sale of
abandonment of inventory and equipment and for Fiscal 1995 a loss of $9,500
due to the sale of equipment. In Fiscal 1996, the Company realized
increased rental revenues which contributed to an improved bottom line.
Otherwise, the losses for the last three fiscal years are substantially the
same. See also "Costs and Expenses" and "Net Sales/Net Revenues" above.
The Company will continue to have net operating losses until such time as
it commences operations. See "General Development of Business" and
"Proposed Manufacturing and Farming Operations."
As of April 30, 1996, the Company has net tax operating loss carryovers
aggregating $2,993,509. There is no provision for income taxes in the
16
Financial Statements due to the Company's net operating loss position.
Furthermore, the Tax Reform Act of 1986 will not 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 year ending April 30, 1996.
See "Financial Statements."
ASSETS/LIABILITIES
__________________
Assets.
------
The assets of the Company, excepting the sale and abandonment of equipment
and inventory, have not materially changed during the past three years. It
is not anticipated that the assets of the Company will materially change
until such time as the Company obtains financing to commence its proposed
operations, provided, there can be no assurance the Company will not be
required to sell its assets to obtain funds to insure its viability. See
also "Liquidity and Capital Resources."
Liabilities.
-----------
With the exception of an increase in the amount of due to affiliated
companies and accounts payable, there has been substantially no material
change in the liabilities of the Company during the past three years.
The amounts due to affiliates at April 30, 1996 include $70,412 payable to
F. K. Suzuki International, Inc. ("FKSI") and $258,772 payable to
Biosynergy, Inc. ("Biosynergy"). The amount due to FKSI represents amounts
payable under an irrevocable exclusive licensing agreement with FKSI for
the license of certain technology, including the rebaudioside A patent and
Stevia leaf technology. The Company was originally obligated to pay
$75,000 per year to FKSI in exchange for this license. Effective May 1,
1988, this agreement was amended to provide that the Company will pay
royalties in the amount of 3% of revenues derived from the licensed
technology in lieu of the fee of $75,000 per calendar year. See "Footnote
11 to the Financial Statements."
The Company and an affiliate, Biosynergy, Inc., 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, 1996 was $258,772, as compared to a payable of $237,597 at April
30, 1995. The amounts due to Biosynergy reflect on-going transactions in
the ordinary course of business and do not represent any extraordinary
transactions. 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 ecnonmical to share these
expenses with Biosynergy, and will likely continue to do so in the near
future.
As of April 30, 1995 and 1996, the Company had accrued, but not paid,
$124,524, of executive compensation payable to four individuals. These
individuals agreed to defer a portion of their salaries to improve the
Company's cash flow during 1987, 1988 and 1989.
17
Assets/Liability Ratio.
----------------------
The ratio of current assets to current liabilities (.07 to 1) is
unacceptable in light of the Company's resource requirements. The
Company's current assets consist primarily of inventories. It is unknown
how much inventory the Company can sell, if any. Furthermore, the Company
is not currently producing additional inventory and therefore there can be
no assurance of any long-term sales. The inventory consists primarily of
Stevia leaves, which have been grown and harvested by the Company for sale
or use in its initial processing operations, a small quantity of
rebaudioside A, and seeds for growing additional leaves. See "Liquidity
and Capital Resources" below.
Liquidity and Capital Resources.
-------------------------------
The Company's working capital decreased during the fiscal year ending April
30, 1996, due primarily to the net losses of the Company. The Company
presently 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 revenues from operations and obtaining financing. See
"General Development of Business" and "Proposed Manufacturing and Farming
Operations." If the Company is unable to obtain financing, it will make
additional adjustments to curtail operations and will seek alternatives,
such as licensing its technology and seeking business partners for business
combinations.
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. The proceeds from
leasing such facility are used primarily to offset expenses of the Company.
However, the cash flow from leasing the facility in Pueblo does not cover
all of the expenses of the Company, and furthermore, there can be no
assurance the Company will be able to continue leasing its facility. In
this regard, the lessee of the facility has indicated its intent to
exercise its option to extend the lease. However, the lessee is currently
in default under the lease and the Company may have to terminate the lease
or reject the lessee's exercise of its option to extend the lease if such
default is not cured in a timely manner.
On October 10, 1994, Fred K. Suzuki, President of the Company, loaned
$5,000 and Laurence C. Mead, Vice President - Manufacturing of Biosynergy,
Inc., an affiliate, loaned $3,000 to the Company for payment of real estate
taxes on the Company's Pueblo, Colorado facility. Both loans provided for
interest of 11.5% per annum. The balance on Mr. Suzuki's loan at April 30,
1995 was $2,986 and the balance of Mr. Mead's loan at April 30, 1995 was
$1,792. Both loans were repaid prior to April 30, 1996.
On October 18, 1995, Fred K. Suzuki and Laurence C. Mead both loaned $1,000
to the Company. The proceeds from these loans were used to pay real estate
taxes on the Company Pueblo, Colorado facility. Both loans provided for
interest at 11.5% per annum and were repaid prior to April 30, 1996.
There can be no assurance that Fred K. Suzuki or Laurence C. Mead will make
additional loans to the Company. There has been no independent analysis of
18
the fair market value of the interest on the loans made to the Company by
Mr. Suzuki and Mr. Mead.
In addition to the liquid assets of the Company as otherwise discussed
herein, the Company also owns 1,900,000 shares of the common stock of
Bioysnergy, Inc., an affiliate. Biosynergy, Inc.'s common stock is traded
over-the-counter and the stock prices are reported on the "pink sheets."
The bid price at April 30, 1995 was estimated to be $.01 per share.
Although the Company is free to sell Biosynergy, Inc.'s common stock
subject only to quantity restrictions under Rule 144, there are no current
plans to sell such common stock.
Item 8. Financial Statements and Supplementary Data.
The information required by this item is set forth at pages F-1 to F-13.
The Company's financial statements for the fiscal years ending April 30,
1994, 1995 and 1996 have not been audited pursuant to Rule 210.3-11 of
Regulation S-X 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. An inactive entity is defined as an entity having gross receipts
from all sources and expenditures for all purposes not in excess of
$100,000 each, which has not purchased or sold any of its own stock,
granted options therefore, or levied any assessments against outstanding
stock, 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 an exchange or governmental
authority having jurisdiction. In the opinion of management, the Company
met the criteria of an inactive entity for the fiscal years ending April
30, 1994, 1995 and 1996.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
The information contained in Items 10, 11, 12, and 13 is the same
information to be included in the Registrant's definitive proxy statement,
if any, to be filed with the Commission, and is included herein for
convenience only.
Item 10. Directors and Executive Officers of the Registrant.
The executive officers and directors of the Company are:
Positions
currently Served in
Name Age with the Company Office Since
______ ___ ___________________ ______________
Fred K. Suzuki (1) 66 Chairman of the Board November, 1976
of Directors, President June, 1991
and Treasurer
Lauane C. Addis (1) 40 Corporate Counsel, February, 1984
Secretary and June, 1991
Director February, 1987
James F. Schembri 61 Director May, 1992
________________
<FN>
(1) Mr. Addis resigned as President, Chief Executive Officer, Treasurer,
and Chief Financial Officer effective June 30, 1991. At that time, Mr.
Suzuki was named President and Treasurer. Mr. Addis was named Secretary of
the Company effective June 30, 1991.
19
There is no arrangement or understanding between any of the directors or
officers of the Company and any other person pursuant to which any director
or officer was or is to be elected as a director or officer.
The term of office for the members of the Board of Directors extends to the
next regular meeting of the shareholders and until their successors are
duly elected, or until they resign. The term of office for the officers of
the Company extends until they resign, are not re-elected by the Board of
Directors, or otherwise replaced by the Board of the Directors of the
Company.
Business Experience.
-------------------
Certain information regarding the business experience of the directors,
officers, significant employees, and consultants of the Company is set
forth below:
Fred K. Suzuki, Chairman of the Board of Directors, President and
Treasurer. Mr. Suzuki is founder of the Company and has served as Chairman
of the Board of Directors since the Company's inception. Mr. Suzuki served
as President of the Company since its inception in 1976 to February 1983,
and as Chief Executive Officer from the Company's inception until November
1983. Mr. Suzuki was again elected President and Treasurer of the Company
effective June 30, 1991. Mr. Suzuki is also President and Chairman of the
Board of DIrectors of F.K. Suzuki International, Inc. ("FKSI"), parent of
the Company, President, Treasurer and Chairman of the Board of Directors of
Biosynergy, Inc. ("BSI"), and President and Chairman of the Board of
Directors of Medlab, Inc. ("Medlab"), and Suzuki International, Inc.
("SI"), affiliates of the Company. FKSI is a holding Company of Medlab,
BSI and the Company. As such, it has no other business operations. See
"Security Ownership of Certain Beneficial Owners and Management." Medlab
is a dormant company, organized to develop, manufacture, and market
scientific products. BSI is in the business of developing, manufacturing,
and marketing disposable thermographic and thermometric devices utilizing
cholesteric liquid crystal technology. SI is a marketing company owned
solely by Mr. Suzuki. Mr. Suzuki has developed several patents or patents
pending for clinical instruments and licensed them to unaffiliated
corporations. Theses patents, patents pending, and devices do not inure in
any way to the benefit of the Company. Mr. Suzuki holds four patents in
the area of liquid crystal chemistry. Mr. Suzuki attended Roosevelt
University from 1951 to 1954, where he studied Chemistry and Biology.
Lauane C. Addis, Corporate Counsel, Secretary and Director. Mr. Addis
served as President and CEO of the Company from March, 1987 to June 30,
1991. From February 1984 to March 1987, Mr. Addis served as Vice President-
Finance and from October 1985 to March 1987, he served as Secretary. Mr.
Addis resigned as the Company's President, Chief Executive Officer,
Treasurer and Chief Financial Officer effective June 30, 1991. Mr. Addis
20
is Corporate counsel, secretary and a director of BSI, and an officer and
director of FKSI, affiliate of the Company. Mr. Addis is a member of the
law firm of Katz, Karacic, Helmin & Addis, P.C., Chicago, Illinois. Mr.
Addis graduated from Andrews University with a B.A. in History and Business
Administration in June 1978. He received his Degree of Juris Doctor from
Baylor University in 1981 and his Masters of Laws in taxation from the
University of Denver in 1982. Mr. Addis is a member of the Colorado Bar
Association, the Illinois Bar Association and the Texas Bar Association.
James F. Schembri, Director. Mr. Schembri was elected to the Board of
Directors on May 29, 1992. Mr. Schembri is the founder and has been
President for 25 years of a manufacturers representative firm, Automatic
Controls Company, located in Detroit, Michigan, with offices in Cleveland
and Cincinnati, Ohio, and Louisville, Kentucky. Automatic Controls
Company is engaged in the Marketing of industrial process controls. Mr.
Schembri is one of the founders and President of Fenton Systems, of Burton,
Michigan. Fenton Systems is a systems integrator in the materials handling
field. Mr. Schembri serves as Chief Financial Officer for both Fenton
Systems and Automatic Controls Company. In addition to these activities,
Mr. Schembri is also founder and President of Wickfield Leasing Company
which leases automoblies and office equipment. Mr. Schembri is also the
Vice President and Chief Financial Officer of Midwest Valve Services. Mr.
Schembri is a director of Biosynergy, Inc., an affiliate of the Company,
Automatic Controls, Fenton Systems, Wickfield Leasing Company, and Midwest
Valve Services. Mr. Schembri received his bachelor of Science Degree in
Mechanical Engineering from University of Detroit in June, 1957.
Family Relationships.
--------------------
Lauane C. Addis is the son-in-law of Fred K. Suzuki.
Involvement in Certain Legal Proceedings.
----------------------------------------
There are no legal proceedings involving any of the officers or directors,
or persons nominated to become a director or executive officer of the
Company, which are material to an evaluation of the ability or integrity of
same.
Item 11. Executive Compensation.
The following summary compensation table sets forth a summary of
compensation for services in all capacities to the Company during the
fiscal years ended April 30, 1996, 1995 and 1994 paid to the Chief
Executive Officer. None of the Company's other executive officers received
annual salary and bonus for such fiscal years exceeding $100,000.
Summary Compensation Table
__________________________
Long Term
Annual Compensation Compensation
___________________ ____________
Award
_____
Name and Other
Principal Annual All Other
Position Year Salary Bonus Compensation(1) Options(#) Compensation
- -------------- ------ ------ ----- ------------ ---------- --------------
Fred K. Suzuki 1996 0 - - - $ 954 (2)
President, 1995 0 - - - $1,145 (2)
Chairman of 1994 0 - - - $1,027 (2)
the Board and
Chief Executive
Officer
_______________
<FN>
(1) No executive officer received perquisites in excess of the lesser of
$50,000 or 10% of the aggregate of such officer's salary and bonus.
(2) Fred K. Suzuki received interest, accrued and paid, aggregating
$954.00, $1,145.00, and $1,027.00 during Fiscal 1994, 1995 and 1996,
------- --------- ---------
respectively, due to loans made by Mr. Suzuki to the Company. See
"Financial Statements and Supplementary Data."
21
All the officers and directors are reimbursed for out-of-pocket expenses
incurred in connection with the Company's business. The directors of the
Company are not compensated in their capacity as directors. See, however,
"Certain Relationships and Related Party Transactions."
The Company does not have any pension or profit-sharing plans in effect for
the benefit of its employees, including its officers and directors. Such
plans may be adopted in the future if deemed in the best interests of the
Company by its Board of Directors.
Stock Options.
The Company's Shareholders adopted a Special Incentive Plan (SIP) for
personnel of the Company during the fiscal year ending April 30, 1984
pursuant to which certain key individual performers could be granted stock
options and/or stock appreciation rights. Employees, officers, directors,
and consultants of the Company are eligible under the SIP based upon their
successful achievement of specific goals and upon other relevant factors,
as determined by the Company's Board of Directors.
As of April 30, 1996, options and appreciation rights were granted to 5
directors, officers, employees, and consultants of the Company representing
a total of 240,000 shares of the company's common stock. The exercise
price is $.0625 for all 240,000 shares. An aggregate of 400,000 shares of
the Company's Common Stock were reserved for issuance under the SIP. These
shares are made available for purchase to option holders at the fair-
market-value, if any, of the Company's Common Stock on the date such option
or appreciation rights are granted. If the fair-market value of the
Company's Common Stock cannot be determined, the exercise price will be
determined by the Company's Board of Directors on the date of the granting
of the options or appreciation rights. As permitted in the plan, the Board
of Directors extended the period for granting options and appreciation
rights from February 23, 1987 to December 31, 1989. No further action has
been taken to extend the term of the plan.
No options were granted to the Chief Executive Officer and the Company's
four other most highly compensated executive officers (other than the Chief
Executive Officer) whose total annual salary and bonus for fiscal year 1994
exceeded $100,000, and such officers did not exercise any options during
22
fiscal year 1996. The following table sets forth the aggregate value as of
April 30, 1996 of unexercised options held by the President of the Company.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
________________________________________________
Number of Value of
Unexercised Unexercised
Options at in-the-Money
Shares Fiscal Year Options at
Acquired End (#) Fiscal Year End
on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
____ ____________ ____________ _____________ _____________
Fred K.
Suzuki, - - 100,000/0 (1) $0/0
President
and - - 1,499,994/0 (2) $0/0
Chairman
of the - - 1,448,917/0 (3) $0/0
Board
_______________
<FN>
(1) The SIP option is exercisable to the extent of 100% of the shares
subject to the option. The SIP incentative agreement for Mr. Suzuki was
granted on October 14, 1988. The market value of the Company's common
stock on that date was $.0625 per share.
(2) On November 1, 1989, the Company's Secretary and Corporate Counsel,
Lauane C. Addis, and President, Fred K. Suzuki, agreed to forego their
salary in exchange for an option to purchase 83,333 shares of the Company's
no par value common stock for each month they were not paid salary at an
option price of $.025 per share. The market value of the Company's common
stock on November 1, 1989 was less than $.025 per share. These options are
exercisable at any time after November 1, 1989, and until one year after
Mr. Addis and Mr. Suzuki, respectively, receive all of their deferred
compensation due October 31, 1989, their salary is reinstated, or they are
no longer employed by the Company, whichever is latter. The option
provides for adjustments to prevent dilution in the event of capital
reorganizations. Effective April 30, 1991, Mr. Addis and Mr. Suzuki agreed
to discontinue the accrual of these options. At April 30, 1996, a total of
2,999,988 shares were subject to this option.
(3) On November 1, 1989, 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. The market value of the Company's common stock on November 1,
1989 was less than $.025 per share. This conversion can only occur in the
event the Company has sufficient liquid assets to pay all employee taxes
due upon issuance of the shares. This option provides for adjustments to
prevent dilution in the event of capital reorganization. At April 30,
1996, a total of 1,448,917 shares have been reserved for Mr. Suzuki's
option.
Compensation Committee. The Company does not have a Compensation Committee
of its Board of Directors. The Board of Directors makes all decisions
concerning executive officers compensation including, but not limited to,
23
the granting of options to acquire common stock of the Company. The
President of the Company, Fred K. Suzuki, has the sole authority, as
granted by the Board of Directors, to make compensation decisions for other
employees of the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following Table sets forth, as of April 30, 1996, certain information
with respect to Common Stock Ownership by the Company's directors, certain
affiliates of the Company, all officers and directors of the Company as a
group, and all persons known to the Company who beneficially own in excess
of 5% of the Company's Common Stock. Unless otherwise indicated, all of
the following persons have sole voting and investment power with respect to
the Shares they beneficially own.
Name and Address
(if appropriate) Number of Percent of Relationship
of Beneficial Owner Shares Class to Company
___________________ _________ __________ _____________
F.K. Suzuki
International, Inc. 17,978,488 55.84% Owner in
1940 E. Devon Avenue excess of 5%
Elk Grove Village, IL of the Company's
60007 (1,2) Common Stock/
Affiliate
Biosynergy, Inc. 130,403 .41% Affiliate
1940 E. Devon Avenue
Elk Grove Village, IL 60007
(1,2)
Fred K. Suzuki 18,108,891 56.25% Beneficial
710 S. Kennicott Ave. owner in
Arlington Heights, IL excess of 5%/
60005 (1,2) Chairman of
the Board of
Directors,
President and
Treasurer
Lauane C. Addis 17,989,504 55.87% Beneficial Owner
in 1819 Orleans Circle excess of 5%/
Elk Grove Village, IL Corporate Counsel,
60007 (3) Secretary
and Director
James F. Schembri 75,250 .23% Director
19115 W. Eight Mile Rd.
Detroit, MI 48219
All Directors and
Officers
as a group
(3 individuals) (4) 18,195,157 56.51% -------------
___________________________________________________________________________
<FN>
(1) Fred K. Suzuki is President of F.K. Suzuki International, Inc. ("FKSI")
and owns 35.6% of the outstanding Common Stock of FKSI. Mr. Suzuki is also
President, Treasurer and a director of Biosynergy, Inc., of which FKSI owns
18.81% of the outstanding Common Stock of Biosynergy, Inc.
(2) Mr. Suzuki personally holds of record no Shares of the Company's Common
Stock but is deemed to be beneficial owner, by reason of voting and
disposition control, of 18,108,891 shares, which includes 17,978,488 shares
of the Company owned by FKSI, of which Mr. Suzuki is President and a
controlling shareholder, and 130,403 shares owned by Biosynergy, Inc., of
which Mr. Suzuki is President and F.K. Suzuki International, Inc. is a
18.81% shareholder. See also, "Stock Options" above.
(3) In addition to the 11,016 shares directly owned by Mr. Addis, Mr. Addis
owns 32.7% of the outstanding common stock of FKSI. FKSI currently
beneficually owns 17,978,488 shares or 55.84% of the Company's Common
Stock, and therefore Mr. Addis is deemed to be beneficial owner, by reason
of dispositive and voting control, of 17,989,504 shares of the Company's
Common Stock. See also, "Stock Options" above.
(4) Does not include 200,000 shares which may be acquired through the
exercise of Stock Incentive Plan Stock Options, and up to 4,448,905 shares
which may be acquired by Mr. Suzuki and Mr. Addis upon exericse of certain
options granted in lieu of salaries. See "Stock Options" above.
24
Changes in Control.
The Company does not know of any arrangements, the operations of which may
at a subsequent date result in a change in control in the Company, nor has
a change in the control of the Company occurred during the last fiscal
year. See, however, "Stock Options" above.
Item 13. Certain Relationships and Related Transactions.
The Company and Biosynergy, Inc. ("BSI"), an affiliate of the Company,
share office space. The companies account to each other and charge for
shared office expenses on an on-going basis resulting in net payables of
$237,597 at April 30, 1995 and $258,360 at April 30, 1996. It is believed
by management that by sharing common areas and office space with BSI,
expenses will be reduced, and kept at a minimum. It is anticipated that
the Company will continue to share office space and common expenses with
BSI in the near future. See "Managements' Discussion and Analysis of
Financial Condition and Results of Operations."
On November 1, 1989, Lauane C. Addis and Fred K. Suzuki agreed to forego
their salary in exchange for an option to purchase 83,333 shares of the
Company's no par value common stock for each month they were not paid
salary at an option price of $.025 per share. Mr. Addis and Mr. Suzuki
agreed to discontinue the accrual of these options as of April 30, 1991.
In addition to the above, Mr. Suzuki was granted an option to convert all
or a portion of his deferred compensation aggregating $36,223 into shares
of the Company's no par value common stock at a conversion rate of $.025 of
deferred compensation per share. See "Stock Options" above.
Lauane C. Addis, and other members of the law firm of Katz, Karacic, Helmin
& Addis, P.C., perform legal services from time to time for the Company,
including the preparation and filing of this Report, on a fee for service
basis. During Fiscal 1996, such fees totaled $3,337. Mr. Addis is an
officer, director and major shareholder of the Company, and is also the
son-in-law of Fred K. Suzuki, President and Chairman of the Board of
25
Directors. See "Directors and Executive Officers of the Registrant" and
"Security Ownership of Certain Beneficial Owners and Management."
On June 1, 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. This loan is due on demand
and provides for interest of 10% per annum. The costs of the lawsuit were
shared equally by the Company, Mr. Suzuki, Biosynergy, Inc. and F.K. Suzuki
International, Inc. On October 10, 1994, Mr. Suzuki loaned $5,000 and
Laurence C. Mead, Vice President - Manufacturing of Biosynergy, Inc.,
loaned $3,000 to the Company for payment of real estate taxes on the
Pueblo, Colorado facility. These loans provided for interest at 11.5% per
annum and were repaid during Fiscal 1996. October 18, 1995, Mr. Suzuki and
Mr. Mead each loaned $1,000 to the Company for payment of real estate
taxes. These loans provided for interest at 11.5% per annum and were
repaid prior to April 30, 1996. See "Financial Statements and
Supplementary Data."
Except with regard to the above, there were no other transactions involving
management of the Company or any third party during the last fiscal year
which accrued to the benefit of the major shareholders, officers or
directors of the Company.
Part IV
Item 14. Exhibits, Financial Statement, Schedules and Reports on Form 8K.
The following financial statements, schedules and exhibits are filed as a
part of this report:
(a) (1) Financial Statements:
Balance Sheets as of April 30, 1995 and 1996.
Statements of Operations for the fiscal years ending April 30, 1994, 1995
and 1996.
Statements of Shareholders' Equity (Deficit) for fiscal years ending April
30, 1994, 1995 and 1996.
Statements of Cash Flows for the fiscal years ending April 30, 1994, 1995
and 1996.
Notes to Financial Statements.
(a)(2) List of Financial Statement Schedules:
The following financial schedules for the fiscal years ended April 30,
1996, 1995 and 1994 are submitted herewith:
Schedule I - Marketable Securities - Other Investments - P. S-1.
Schedule V - Property, Plant and Equipment - P. S-2.
Schedule VI - Accumulated Depreciation, Depletion and Amortization of
Property, Plant and Equipment - P. S-3.
26
Schedule XI - Real Estate and Accumulated Depreciation - P. S-4.
Except as listed above, there are no financial statement schedules required
to be filed by Item 8 of this Form 10K except for those otherwise shown on
the financial statements or notes thereto contained in this report.
(b) Reports on Form 8K. No reports on Form 8K have been filed during the
last quarter of the period covered by this report.
(c) The Following Exhibits are Filed as a Part of this Report:
3. (a) Articles of Incorporation. (1)
(b) Bylaws. (2)
4. Instruments Defining the Rights of Security Holders, Including
Indentures. N/A
9. Voting Trust Agreement. N/A
10. Material Contracts.
(a) Deferred Compensation Option Agreement by and between Stevia
Company, Inc. and Fred K. Suzuki, effective November 1, 1989.(3)
(b) Deferred Compensation Option Agreement by and between Stevia
Company, Inc. and Lauane C. Addis, effective November 1, 1989.(3)
(c) Amendment to Deferred Compensation Option Agreement by and between
Stevia Company, Inc. and Fred K. Suzuki, effective April 1, 1991.(4)
(d) Amendment to Deferred Compensation Option Agreement by and between
Stevia Company, Inc. and Lauane C. Addis, effective April 1, 1991.(4)
(e) Lease Agreement, dated September 1, 1993, between the Company and
Pacific Aero Manufacturing, Inc.(5)
(f) Promissory Note dated July 1, 1993 payable to Fred K. Suzuki in
the amount of $7,587.75.(5)
(g) Installment Promissory Note dated November 17, 1993, payable to
Fred K. Suzuki in the amount of $8,000.(5)
(h) Installment Promissory Note dated October 10, 1994, payable to
Fred K. Suzuki in the amount of $5,000.(6)
(i) Installment Promissory Note dated October 10, 1994, payable to
Laurence C. Mead in the amount of $3,000.(6)
(j) Installment Promissory Note dated October 18, 1995, payable to
Fred K. Suzuki in the amount of $1,000. P. E-1
(k) Installment Promissory Note dated October 18, 1995, payable to
Laurence C. Mead in the amount of $1,000. P. E-3
11. Statements Regarding Computation of Earnings Per Share. N/A
12. Statements Regarding Computation of Ratios. N/A
27
13. Annual Report to Secuirty Shareholders. N/A
16. Letter Regarding Change in Certifying Accountants - N/A
18. Letter Regardiing Changes in Accounting Principals. N/A
19. Previously Unfiled Documents. None
22. Subsidiaries of Registrant. N/A
23. Published Report Regarding Matters Submitted to Vote of Security
Holders. N/A
24. Consent of Experts in Counsel - None.
25. Power of Attorney. N/A
27. Financial Data Schedule . P. E-5.
28. Additional Exhibits. N/A
29. Information From Reports Furnished to State Insurance Regulatory
Agencies. N/A
_______________
[FN]
(1) 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 reference, to the extent of Articles of Amendment, to Form
10K for Fiscal Year ending April 30, 1986 filed with the Securities and
Exchange Commission.
(2) Incorporated by reference to Form 10K for Fiscal Year ending April 30,
1987 filed with the Securities and Exchange Commission.
(3) Incorporated by reference to Form 10K for Fiscal Year ending April 30,
1990 filed with the Securities and Exchange Commission.
(4) Incorporated by reference to Form 10K for Fiscal Year ending April 30,
1991 filed with the Securities and Exchange Commission.
(5) Incorporated by reference to Form 10K for Fiscal Year ending April 30,
1994 filed with the Securities and Exchange Commission.
(6) Incorporated by reference to Form 10K for Fiscal year ending April 30,
1995 filed with the Securities and Exchange Commission.
28
SIGNATURES
__________
Pursuant to the requirement of Section 13 or 15(d) 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.
REGISTRANT: STEVIA COMPANY, INC.
/s/ FRED K. SUZUKI /s/ August 9, 1996
__________________________________ ______________________
Fred K. Suzuki, President Date
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities on the dates indicated.
/s/ FRED K. SUZUKI /s/ August 9, 1996
___________________________________ __________________________
Fred K. Suzuki, Date
Chairman of the Board of Directors,
President, Treasurer and Chief
Accounting Officer
/s/ LAUANE C. ADDIS /s/ August 9, 1996
___________________________________ __________________________
Lauane C. Addis, Corporate Counsel, Date
Secretary and Director
29
STEVIA COMPANY, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 1996, 1995, AND 1994
Board of Directors and Shareholders
Stevia Company, Inc.
Elk Grove Village, Illinois
The accompanying balance sheets of STEVIA COMPANY, INC. at April 30,
1996, 1995 and 1994 and the related statements of operations, shareholders'
equity and cash flows for the fiscal years ended April 30, 1996, 1995 and
1994 were not audited pursuant to Rule 210.3-11 promulgated under the
Securities Exchange Act of 1934; however, the financial statements for the
fiscal years ending April 30, 1996, 1995 and 1994 reflect all adjustments
(consisting only of normal reoccuring adjustments) which are, in opinion of
management, necessary to provide a fair statement of the results of
operations for the period presented.
STEVIA COMPANY, INC.
August 8, 1996
F-1
STEVIA COMPANY, INC.
BALANCE SHEET
April 30,
________________________
1995 1996
_________ _________
Unaudited (14) Unaudited (14)
_________ _________
ASSETS
CURRENT ASSETS
Cash 1,479 1,431
Accounts Receivable - 7,339
Inventories 28,132 26,729
Prepaid Expenses 9 5
_________ _________
Total Current Assets 29,620 35,504
_________ _________
PROPERTY AND EQUIPMENT (Notes 3 and 4)
Land 1,127 1,127
Furniture and Equipment 44,750 44,750
Building 483,200 483,200
Idle Facilities and Equipment 121,728 121,728
_________ _________
650,805 650,805
Less: Accumulated Depreciation 67,079 83,562
_________ _________
583,726 567,243
_________ _________
OTHER ASSETS
Investment in Affiliated Company (Note 5) - -
Patents, Net of Accumulated Amortization 16,236 14,675
_________ _________
16,236 14,675
_________ _________
629,582 617,423
========= =========
<FN>
The accompanying notes are an integral part of the financial statements.
April 30,
________________________
1995 1996
_________ _________
Unaudited(14) Unaudited(14)
_________ _________
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 26,520 33,268
Notes Payable Officer (Notes 5 and 7) 10,574 7,588
Notes Payable - Other (Note 7) 1,792 -
Due to Affiliates (Note 5) 308,009 328,772
Accrued Executive Compensation 124,524 124,524
Deferred Rent 489 56
Accrued Expenses 12,313 11,373
_________ _______
Total Current Liabilities 484,221 505,581
_________ _______
NON-CURRENT LIABILITIES (Note 3)
Tenant Security Deposit 3,245 3,245
_________ _______
COMMITMENTS AND CONTINGENCIES (Note 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 1994; Issued 32,195,300 Shares at
April 30, 1995 and 1994 2,088,001 2,088,001
Additional Paid in Capital 100 100
Accumulated Deficit since July 31, 1985 in
connection with Quasi-Reorganization (1,945,985) (1,979,504)
_________ _________
142,116 108,597
_________ _________
629,582 617,423
_________ _________
--------- ---------
<FN>
The accompanying notes are an integral part of the financial statements.
F-2
STEVIA COMPANY, INC.
STATEMENT OF OPERATIONS
YEAR ENDED APRIL 30,
________________________________________
1996 1995 1994
_____________ _____________ ____________
Unaudited(14) Unaudited(14) Unaudited(14)
------------- ------------- ------------
REVENUES
Sales - - 4,127
COST OF SALES/OTHER EXPENSES 1,403 2,936 6,927
____________ ____________ ___________
Gross Profit (Loss) (1,403) ( 2,936) ( 2,800)
OPERATING EXPENSES
Research and Development 2,704 3,596 2,837
General and Administrative 55,517 58,115 85,484
_____________ _____________ ___________
58,221 61,711 88,321
____________ _____________ ___________
(Loss) From Operations ( 59,624) ( 64,647) ( 91,121)
____________ _____________ ___________
OTHER INCOME AND (EXPENSE)
Interest (Expense) ( 1,938) ( 1,897) ( 1,090)
Interest Income - - 10
Rental Income 24,695 19,473 11,846
Miscellaneous Income 3,348 740 -
Relocation Expenses - - ( 4,766)
Gain (Loss) on Sale and
Abandonment of Inventory
& Equipment (Note 3) - ( 9,500) ( 33,789)
_____________ _____________ ___________
26,105 8,816 ( 27,789)
_____________ _____________ ___________
NET (LOSS) (33,519) (55,831) (118,910)
_____________ _____________ ___________
------------- ------------- -----------
NET (LOSS) PER COMMON SHARE
(Note 10) ( .001) ( .002) ( .004)
_____________ _____________ ___________
------------- ------------- -----------
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 32,195,300 32,195,300 32,195,300
_____________ ____________ ____________
------------- ------------ ------------
<FN>
The accompanying notes are an integral part of the financial statements.
F-4
STEVIA COMPANY, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
Common Stock Additional
_____________________
Paid-In
Shares Amount Capital Deficit Total
__________ _________ ___________ _________ ________
BALANCE,
May 1, 1993 32,195,300 2,088,001 100 (1,771,244) 316,857
(Unaudited) ---------- --------- ---------- ---------- -------
(Note 14) ---------- --------- ---------- ---------- -------
NET LOSS - - - ( 118,910) (118,910)
(Unaudited) ---------- --------- ----------- ---------- -------
(Note 14)
BALANCE,
April 30, 1994 32,195,300 2,088,001 100 (1,890,154) 197,947
(Unaudited) ---------- --------- ---------- ----------- --------
(Note 14) ---------- --------- ---------- ----------- --------
NET LOSS - - - ( 55,831) ( 55,831)
__________ _________ ___________ __________ ________
BALANCE,
April 30, 1995
(Unaudited) 32,195,300 2,088,001 100 (1,945,985) 142,116
(Note 14) ___________ _________ __________ ___________ _______
----------- --------- ---------- ----------- -------
NET LOSS - - - ( 33,519) (33,519)
(Unaudited) ----------- --------- ---------- ----------- ----------
(Note 14)
April 30, 1996 32,195,300 2,088,001 100 (1,979,504) 108,597
(Unaudited) __________ _________ __________ ___________ _______
(Note 14) ---------- --------- ---------- ----------- -------
<FN>
The accompanying notes are an integral part of the financial statements.
F-4
STEVIA COMPANY, INC.
STATEMENTS OF CASH FLOW
YEAR ENDED APRIL 30,
_____________________________
1996 1995 1994
_________ _________ _________
Unaudited Unaudited Unaudited
_________ _________ _________
OPERATING ACTIVITIES:
Net Loss ( 33,519) ( 55,831) (118,910)
Adustments to Reconcile Net Loss to Net
Cash Used by Operating Activities:
Depreciation and Amortization 16,483 17,374 10,859
Amortization of Intangibles (Patents) 1,561 1,561 1,566
Loss on Abandonment of Equipment (Note 3) - - 4,752
(Gain) Loss from Sale of Equipment (Note 3) - 9,500 ( 500)
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable ( 7,339) 266 798
(Increase) Decrease in Inventories and
Prepaid Expenses (Note 3) 1,407 2,951 34,088
Increase (Decrease) in Accounts Payable and
Accrued Expenses 5,375 ( 581) 6,696
Increase (Decrease) in Due to Affiliates 20,763 18,002 45,659
_________ _________ ________
Net Cash Provided (Used) by Operating
Activities 4,731 ( 6,758) ( 14,992)
INVESTING ACTIVITIES:
(Increase) Decrease in Deposits - - 300
Proceeds from Sale of Equipment (Note 3) - 8,000 500
_________ _________ ________
Net Cash Provided (Used) by Investing
Activities - 8,000 800
_________ _________ ________
FINANCING ACTIVITES:
Net Procees (Repayments) from Long-Term
Note - - ( 1,555)
Proceeds from (Repayments) Current Period
of Long-Term Note
Net Proceeds (Repayments) from Notes
Payable - Officer ( 2,986) ( 1,792) 12,365
Net Proceeds (Repayments) from Notes
Payable - Other ( 1,792) 1,792 -
Net Proceeds (Payments) from Non-Current
Liabilities - - 3,245
_________ _________ ________
Net Cash Provided (Used) by Financing
Activities ( 4,778) 1 14,055
_________ _________ ________
Increase (Decrease) in Cash and Cash
Equivalents ( 48) 1,243 ( 137)
_________ _________ ________
Cash and Cash Equivalents at Beginning of
Year 1,479 236 373
_________ _________ ________
Cash and Cash Equivalents at End of Year 1,431 1,479 236
_________ _________ ________
--------- --------- --------
<FN>
The accompanying notes are an integral part of the financial statements.
F-5
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1996, 1995 AND 1994
1. Summary of Significant Accounting Policies:
Inventories - Harvested crop inventories are stated at the lower of
cost (determined by actual specific lot production cost) or market. Seed
inventory is valued based upon their year of original harvest and their
expected yield of seedlings capability.
Components of inventories are as follows:
April 30, April 30,
1996 1995
_________ _________
Seeds 19,768 21,170
Leaves 6,962 6,962
_________ _________
$ 26,730 $ 28,132
_________ _________
--------- ---------
Research and Development, and Patents - Research and development
expenditures, including depreciation of laboratory equipment, are charged
to operations as capitalized and amortized over seventeen years or life of
the patent on the straight-line method.
Buildings, Property and Equipment - Buildings, property and equipment are
stated at cost. Depreciation and amortization are computed, primarily on
the striaght-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.
Deferred Computer Software Charges - Charges for externally purchased
computer software are shown as deferred charges and are amortized over a 60
month period from the date put into use.
Statements of Cash Flows - In accordance with Statement of Financial
Accounting Standards No. 95, issued in November, 1987, Statements of Cash
Flows are presented in place of Statement of Changes in Financial Position.
2. Company Organization and Description:
Stevia Company, Inc. was incorporated under the laws of the State of
Illinois on November 22, 1976.
The Company's primary purpose is to develop and manufacture natural
products, including sweeteners, derived from the Stevia rebaudiana plant.
However, the Company has been dormant for several years.
F-6
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1996, 1995 AND 1994
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. Completion 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. In this regard, the
Company had to remove all of its property and idle equipment being stored
in this facility. The Company moved as much of this property and equipment
as possible to its location in Elk Grove Village, Illinois. The remainder
of the property, primarily inventory consenting of stevia leaves, had to be
abandoned and a portion of the equipment was sold. As a result, the
Company incurred a net loss of $33,789 on sale and abandonment of such
property and equipment.
During the fiscal year ending April 30, 1995, the Company sold a portion of
the processing equipment purchased for use in the sweetener production
facility for $8,000. The Company realized a loss of $9,500 on this
transaction.
4. Idle Facilities and Equipment:
During the year ended April 30, 1990, the Company reclassified the building
and equipment described in Note 3 as idle facilities. The carrying values
of such idle equipment located at the Pueblo, Colorado facility were
written down to the restored and recoverable values. As of September 1,
1993, the building is no longer idle (See Note 3), and thus only the
equipment is carried as idle assets.
5. Related Party Transactions:
The Company was indebted to affiliated companies as follows:
April 30, April 30,
1996 1995
_________ _________
F.K. Suzuki International, Inc. $ 70,412 $ 70,412
Biosynergy, Inc. $258,360 $237,597
_________ _________
Totals $328,772 $308,009
_________ _________
F-7
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1996, 1995 AND 1994
5. (Continued)
As of April 30, 1996 and 1995, the Company was indebted to F.K. Suzuki
International, Inc. for the net amounts due as a result of an irrevocable
exclusive license agreement with F.K. Suzuki International, Inc. described
in Note 11.
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 payables at April 30, 1996
and 1995.
The Company and its affiliates are related through Common Stock ownership
as follows on April 30, 1996.
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/ - - 35.6% -
Director
Lauane C. Addis, Officer/ .1% .1% 32.7% -
Director
James F. Schembri, Director .2% 12.9% - -
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 the shares of
Bioysnergy, Inc. Common Stock. Although Biosynergy, Inc.'s Common Stock
can be traded in the over-the-counter market, there is no established
public trading market for the shares 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. These costs were shared equally by the
Company, Mr. Suzuki, Biosynergy, Inc. and F.K. Suzuki International, Inc.
On October 10, 1994 and October 18, 1995, Mr. Suzuki loaned $5,000 and
$1,000, respectively, to the Company for payment of real estate taxes on
the Company's property in Pueblo, Colorado. See Note 7.
F-8
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1996, 1995 AND 1994
6. Lease Commitments:
The Company shares offices in Elk Grove Village, Illinois with Biosynergy,
Inc. The master lease for these offices expires January 31, 2001, and is
in the name of Biosynergy, Inc. The total annual base rent for these
premises is $60,500.00 for year 1, $68,199.96 for years 2 and 3, and
$69,300.00 for years 4 and 5. The Company's portion is $9,075.00 for year
1, $10,230.00 for years 2 and 3, and $10,395.00 for years 4 and 5.
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 balance due at April 30, 1995 and April 30,
1996 was $7,588.
. an unsecured note dated October 10, 1994 in the original amount of $5,000
payable to Fred K. Suzuki, President. This note provides for payment in 12
monthly installments of principal and interest of $443.08 commencing
December 1, 1994 and bears interest at 11.5% per annum. The balance due at
April 30, 1995 was $2,986 and $0 at April 30, 1996.
. an unsecured note dated October 18, 1995 in the original amount of $1,000
payable to Fred K. Suzuki, President. This note provides for payment in
four monthly installments of principal and interest of $172.30 and two
monthly installments of $172.31 commencing November 5, 1995 and bears
interest at 11.5% per annum. The balance due at April 30, 1996 was $0.
Notes Payable - Other consists of the following:
. an unsecured note dated October 10, 1994 in the original principal amount
of $3,000 payable to Laurence C. Mead, an officer of Biosynergy, Inc., an
affiliate. This note provides for payment in 12 monthly installments of
principal and interest of $265.85 commencing December 1, 1994 and bears
interest at 11.5% per annum. The balance of this note at April 30, 1995
was $1,792 and $0 at April 30, 1996.
. an unsecured note dated October 18, 1995 in the original principal amount
of $1,000 payable to Laurence C. Mead, an officer of Biosynergy, Inc., an
affiliate. This note provides for payment in four monthly installments of
principal and interest of $172.30 and two monthly installments of $172.31
commencing November 5, 1995 and bears interest at 11.5% per annum. The
balance due at April 30, 1996 was $0.
8. Common Stock:
Common Stock has been issued as compensation for services rendered by
certain individuals. These transactions were recorded at prices estimated
to approximate the fair value of the stock taking into account restrictions
which attached to certain shares at the time of issuance.
F-9
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1996, 1995 AND 1994
8. Common Stock (Continued):
The authorized capital stock of the 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 Company's Articles of Incorporation, as amended. As of April 30,
1996, no shares of Preferred Stock were outstanding.
As of April 30, 1996, under a special incentive plan, stock options and
stock appreciation rights for 240,000 shares of Common Stock were granted
to 5 advisors, directors, officers, consultants, employees and/or former
employees of the Company. The exercise price is .0625 per share for these
shares. The Company reserved 400,000 shares of its Common Stock for this
plan. As permitted in the plan, the Board of Directors extended the period
for granting options from February 23, 1987 to December 31, 1989. No
further action has been taken to extend the term of the plan.
On Novebmer 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. 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. 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.
F-10
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1996, 1995 AND 1994
10. Loss per share:
Net loss per common shares is computed based on the weighted average number
of shares outstanding during the period.
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, payment of which began 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. The fee amounted to $0, $0 and
$124 for the years ended April 30, 1996, 1995 and 1994, respectively.
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,
1996, net operating loss carryforwards are available and expire, if not
used, as follows:
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
2010 55,831
2010 33,519
__________
$3,027,028
__________
----------
The Company has adopted the 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. Due to the historical and continued
net operating loss of the Company, Statement 109 has no material effect, if
any, on the Company's Financial Statements. 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.
F-11
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1996, 1995 AND 1994
13. Management's Plans:
In view of the fact that the Company has incurred losses of $33,519,
$55,831 and $118,910 for the years ended April 30, 1996, 1995 and 1994,
respectively, management of the Company recognizes the Company's ability to
continue is contingent upon the Company obtaining financing so it can
commence operations or acquire alternative operations. Before the Company
can realize material operating revenues from its proposed operations, the
Company must equip 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 financing for such purpose.
Although Management of the Company will continue to seek financing for its
processing facility, the Company is also actively pursuing alternatives,
such as licensing its technology, selling Stevia Company or its assets, or
combining Stevia Company with another enterprise. Although no agreements
have been entered into for consummating any such transaction, management of
the Company believes such a transaction may be forthcoming.
14. Unaudited Financial Statements:
Company's Financial Statements for the fiscal years ending April 30, 1996,
1995 and 1994 have not been 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. An inactive
entity is defined as an entity not having gross receipts from all sources
and expenditures for all purposes in excess of $100,000 each, which has not
purchased or sold any of its own stock, granted options therefore, 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 years ending April
30, 1994, 1995 and 1996.
F-12
STEVIA COMPANY, INC.
SCHEDULE I
Marketable Securities - Other Investments
Amount at
which each
Portfolio of
Equity
Number of Security
Shares or Issues and
Units - Market Each Other
Principal Value of Security
Name of Issuer Amount of Each Issue Issue Carried
and Title of Bonds and Cost of at Balance in the
each Issue Notes Each Issue Sheet Date Balance Sheet(1)
-------------- ----------- ---------- ---------- ----------------
April 30, Biosynergy, 1,900,000 --- 19,000 ---
1995 Inc.
- -------- Common Stock
April 30, Biosynergy, 1,900,000 --- 19,000 ---
1996 Inc.
- -------- Common Stock
______________
<FN>
(1) Balance Sheet caption - Investment in Affiliated Company.
S-1
STEVIA COMPANY, INC.
SCHEDULE V
Property, Plant and Equipment (Cont.)
Balance at Other Changes Balance
________________
Beginning Descrip- at End
Classification of Year tion Amount of Year Comments
______________ ___________ ________ _______ _______ ________
Year Ending
April 30, 1995
______________
Building 483,200 --- 483,200
Land 1,127 --- 1,127
Furniture and
Equipment 44,750 --- 44,750
Idle Facilities 139,228 (1) ( 17,500) 121,728
_______ _______ _______
TOTAL 668,305 ( 17,500) 650,805
_______ _______ _______
------- ------- -------
Year Ending
April 30, 1996
______________
Building 483,200 --- 483,200
Land 1,127 --- 1,127
Furniture and
Equipment 44,750 --- 44,750
Idle Facilities
and Equipment* 121,728 --- 121,728
_______ _______
TOTAL 650,805 --- 650,805
_______ _______ _______
------- ------- -------
_______________
<FN>
(1) Due to sale of equipment.
S-2
STEVIA COMPANY, INC.
SCHEDULE VI
Accumulated Depreciation, Depletion and Amortization
of Property, Plant and Equipment
Additions
Balance at Charged to Balance
Beginning Costs and Other Changes at End
Description of Year Expenses Retirements Description Amount of Year
___________ ___________ _________ ___________ ___________ ______ _______
Year Ending
April 30,
1996
___________
Building 24,927 15,340 --- --- 40,267
Furniture
and
Equipment 42,152 1,143 --- --- 43,295
________________________________ ______________
TOTAL 67,079 16,483 --- --- 83,562
________________________________ _____ ______
-------------------------------- ----- ------
Year Ending
April 30,
1995
___________
Building 9,587 15,340 --- 24,927
Furniture
and
Equipment 40,118 2,034 --- --- 42,152
_______________________________ _______________
TOTAL 49,705 17,374 --- --- 67,079
_______________________________ _______________
------------------------------- ---------------
S-3
STEVIA COMPANY, INC.
SCHEDULE XI
Encum- Initial Cost Cost capi- Gross
brances to company talized amount
Subsequent at which
to acquisi- carried
tion at close
of period
------------ ----------- ---------
Buildings Improve- Buildings
and Land ments Car- and Land
improve- rying costs improve-
ments ments Total
Year Ending
April 30,
1996
___________
Pueblo
Facility ---- 483,200 ------ 483,200
Years
Year Ending
April 30,
1995
___________
Pueblo
Facility ---- 483,200 ------ 483,200
Accumu- Date of Date Life
lated con- Acquired on which
deprecia- struction deprecia-
tion tion in
latest
income
statements
is computed
----------- ---------- ------------- ----------------
Year Ending
April 30,
1996
- --------------- 40,267 1986(1) ----- 31.5 Years
Year Ending
April 30,
1995
- ---------------
Pueblo
Facility 24,927 1986(1) ----- 31.5 Years
- ----------------
<FN>
(1) Building was placed in service in 1993.
S-4 (Cont.)
___________________________________________________________________________
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 10K
Annual Report Pursuant to Section 13 or 15(d)
of
THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ending 4/30/96 Commission file Number 0-11718
____________________________________
STEVIA COMPANY, INC.
(Exact name of registrant as specified in charter)
1940 East Devon Avenue
Elk Grove Village, IL 60007
(847) 593-0226
(Address and telephone number of registrant's
principal executive office on a principal place of business)
______________________________________
EXHIBITS
___________________________________________________________________________
___________________________________________________________________________
EXHIBIT INDEX
_____________
Page Number
Pursuant to
Sequential
Exhibit Numbering
Number Exhibit System
_______ _______ ___________
10(j) Installment Promissory Note dated October 18, E-1
1995, payable to Fred K. Suzuki in the amount
of $1,000
10(k) Installment Promissory Note dated October 18, E-2
1995, payable to Laurence C. Mead in the
amount of $1,000
27 Financial Data Schedule E-3