UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
Stevia Corp.
(Exact name of Registrant as specified in its charter)
Nevada 333-152365 98-0537233
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
601 Union Street, Two Union Square, 42nd Floor
Seattle, Washington 98101
(Address of principal executive offices, including Zip Code)
(206) 652-3570
(Registrant's telephone number, including area code)
Approximate Date of Mailing: April 21, 2011
STEVIA CORP.
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL
PURPOSES AND NOT IN CONNECTION WITH ANY VOTE OF THE SHAREHOLDERS OF STEVIA CORP.
NO PROXIES ARE BEING SOLICITED AND YOU ARE NOT REQUESTED TO SEND
THE COMPANY A PROXY.
INTRODUCTION
This Information Statement is being mailed to holders of record of shares
of common stock of Stevia Corp. (the "Company", "we", "us" or "our"), a Nevada
corporation as of April 18, 2011, pursuant to the requirements of Section 14(f)
of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and
Rule 14f-1 promulgated thereunder, in connection with a proposed exchange
transaction (the "Exchange") between our Company, Stevia Ventures International
Ltd., a business company incorporated in the British Virgin Islands ("BVI"), and
the stockholders of BVI (the "BVI Stockholders"), as described in our Current
Report on Form 8-K, filed with the SEC on February 18, 2011, which is
incorporated herein by reference (the "LOI 8-K"). Pursuant to the proposed terms
of the Exchange, the BVI Stockholders will receive shares of our common stock
equal to approximately 20% of the total outstanding common stock, after giving
effect to such issuance and the post-closing financing contemplated by the LOI
8-K, in exchange for 100% of the issued and outstanding common stock of BVI and
BVI will became our wholly-owned subsidiary. The consummation of the proposed
Exchange will be subject to the satisfaction of certain pre-closing conditions,
including our satisfactory completion of due diligence of BVI, BVI having
entered into certain business agreements, and the completion of audited
financial statements of BVI, among others. The description of the foregoing
transaction does not purport to be complete and is subject to further
negotiation with BVI and the BVI Stockholders. It is currently anticipated that
the Exchange will occur on or around May 10, 2011.
In connection with the proposed Exchange, it is anticipated that Mohanad
Shurrab will resign as our sole director, and as our President, Treasurer and
Secretary, at the time of the Exchange. Effective upon Mr. Shurrab's
resignation, it is anticipated that George Blankenbaker will be appointed our
sole director (the "Incoming Director") and that Mr. Blankenbaker will also be
appointed as our President, Secretary and Treasurer. This Information Statement
is being mailed on or about April 21, 2011 to all holders of record on such
date. A shareholder vote is not required and will not be taken with respect to
the appointment of the Incoming Director. You are not required to take any
action with respect to the appointment of the Incoming Director.
VOTING SECURITIES
There are currently issued and outstanding 79,800,000 shares of our Common
Stock, par value $0.001 per share. Each shareholder is entitled to one vote per
share of Common Stock held on all matters to be voted on. The Company has no
other securities outstanding.
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CHANGE IN CONTROL
There has been no change in control of our Company since the beginning of
our last fiscal year and there are no existing arrangements that may result in a
change in control.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information for each proposed
director and executive officer of the Company after the forthcoming change in
directors and officers.
Name Age Position
---- --- --------
George Blankenbaker 46 Director, President, Secretary and Treasurer
GEORGE BLANKENBAKER - DIRECTOR, PRESIDENT, SECRETARY AND TREASURER
Since November 2008, Mr. Blankenbaker has been leading the development of
high Reb-A stevia farming in Vietnam, where he imported the Morita variety to
trial and signed a contract to supply stevia leaf to PureCircle Ltd, the
industry's leading refiner, in 2009. Mr. Blankenbaker first became involved in
commercial agriculture in 2002 when he began working with the Agri-Food
Veterinary Authority of Singapore (AVA) to provide strategically important food
supplies to Singapore and has extensive experience managing agriculture projects
in South East Asia. Mr. Blankenbaker received a Bachelors of Science in Business
Finance from Indiana University in 1988, where he also studied Asian Political
Science. Mr. Blankenbaker's recent activities and experience in Vietnam have
laid the groundwork for our current business strategy, and his in-depth
knowledge of such matters will be invaluable to our Board of Directors.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
There are no family relationships between any of our current directors or
executive officers and the Incoming Director. To our knowledge, the Incoming
Director is not currently a director of the Company and the Incoming Director
does not hold any other positions with the Company nor has he been involved in
any material proceeding adverse to the Company or any transactions with the
Company or any of its directors, executive officers, affiliates or associates
that are required to be disclosed pursuant to the rules and regulations of the
SEC.
Although we have not adopted a Code of Ethics, we rely on our board to
review related party transactions on an ongoing basis to prevent conflicts of
interest. Our board reviews a transaction in light of the affiliations of the
director, officer or employee and the affiliations of such person's immediate
family. Transactions are presented to our board for approval before they are
entered into or, if this is not possible, for ratification after the transaction
has occurred. If our board finds that a conflict of interest exists, then it
will determine the appropriate remedial action, if any. Our board approves or
ratifies a transaction if it determines that the transaction is consistent with
the best interests of the Company. These policies and procedures are not
evidenced in writing.
In connection with the proposed Exchange, the BVI Stockholders will receive
shares of our common stock equal to approximately 20% of the total outstanding
common stock, after giving effect to such issuance and the post-closing
financing contemplated by the LOI 8-K, in exchange for 100% of the issued and
outstanding common stock of BVI. Mr. Blankenbaker, our newly appointed officer
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and director, is a stockholder of BVI, and accordingly, would be a recipient of
shares of our common stock issued in connection with the Exchange.
Other than the proposed Exchange, there are no transactions, since the
beginning of the Company's last fiscal year, or any currently proposed
transaction, in which the Company was or is to be a participant and the amount
involved exceeds the lesser of $120,000 or one percent of the average of the
Company's total assets at year-end for the last three completed fiscal years,
and in which any of the current directors or officers or the Incoming Director
had or will have a direct or indirect material interest. There is no material
plan, contract or arrangement (whether or not written) to which any of the
current directors or officers or the Incoming Director is a party or in which
they participate that is entered into or material amendment in connection with
our appointment of any of the current directors or officers or the Incoming
Director, or any grant or award to any of the current directors or officers or
the Incoming Director or modification thereto, under any such plan, contract or
arrangement in connection with our appointment of any of the current directors
or officers or the Incoming Director.
TERMS OF OFFICE
The Company's directors are appointed for a one-year term to hold office
until the next annual general meeting of the Company's shareholders or until
removed from office in accordance with the Company's bylaws and the provisions
of the Nevada Revised Statutes. The Company's directors hold office after the
expiration of his or her term until his or her successor is elected and
qualified, or until he or she resigns or is removed in accordance with the
Company's bylaws and the provisions of the Nevada Revised Statutes.
The Company's officers are appointed by the Company's Board of Directors
and hold office until removed by the Board in accordance with the Company's
bylaws and the provisions of the Nevada Revised Statutes.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Our current directors and executive officers and the Incoming Director have
not been involved in any of the following events during the past ten years:
1. A petition under the Federal bankruptcy laws or any state insolvency
law was filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such
person, or any partnership in which he was a general partner at or
within two years before the time of such filing, or any corporation or
business association of which he was an executive officer at or within
two years before the time of such filing;
2. Such person was convicted in a criminal proceeding or is a named
subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses);
3. Such person was the subject of any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from, or
otherwise limiting, the following activities:
i. Acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the
Commodity Futures Trading Commission, or an associated person of
any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and
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loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activity;
ii. Engaging in any type of business practice; or
iii. Engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation
of Federal or State securities laws or Federal commodities laws;
4. Such person was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any Federal or State
authority barring, suspending or otherwise limiting for more than 60
days the right of such person to engage in any activity described in
paragraph (f)(3)(i) of this section, or to be associated with persons
engaged in any such activity;
5. Such person was found by a court of competent jurisdiction in a civil
action or by the Commission to have violated any Federal or State
securities law, and the judgment in such civil action or finding by
the Commission has not been subsequently reversed, suspended, or
vacated;
6. Such person was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have violated
any Federal commodities law, and the judgment in such civil action or
finding by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated;
7. Such person was the subject of, or a party to, any Federal or State
judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged
violation of:
i. Any Federal or State securities or commodities law or regulation;
or
ii. Any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
8. Such person was the subject of, or a party to, any sanction or order,
not subsequently reversed, suspended or vacated, of any
self-regulatory organization (as defined in Section 3(a)(26) of the
Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as
defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.
1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or
persons associated with a member.
COMMITTEES OF THE BOARD
Our Board of Directors held no formal meetings during the fiscal year ended
March 31, 2011 and has held no formal meetings during the current fiscal year,
as of April 21, 2011. All proceedings of the Board of Directors were conducted
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by resolutions consented to in writing by the sole director. Such resolutions
consented to in writing by the director entitled to vote on that resolution at a
meeting of the directors are, according to the Nevada Revised Statutes and the
bylaws of the Company, as valid and effective as if they had been passed at a
meeting of the directors duly called and held. We do not presently have a policy
regarding director attendance at meetings.
We do not currently have standing audit, nominating or compensation
committees, or committees performing similar functions. Due to the size of our
board, our Board of Directors believes that it is not necessary to have standing
audit, nominating or compensation committees at this time because the functions
of such committees are adequately performed by our Board of Directors. We do not
have an audit, nominating or compensation committee charter as we do not
currently have such committees. We do not have a policy for electing members to
the Board.
Our Board of Directors has not established a separate audit committee
within the meaning of Section 3(a)(58)(A) of the Exchange Act. Instead, the
entire Board of Directors acts as the audit committee within the meaning of
Section 3(a)(58)(B) of the Exchange Act and will continue to do so upon the
appointment of the Incoming Director until such time as a separate audit
committee has been established. No director currently meets the definition of an
"audit committee financial expert" within the meaning of Item 407(d)(5) of
Regulation S-K.
During the year ended March 31, 2011, we did not have any independent
directors on our Board. The Incoming Director will not be independent. We
evaluate independence by the standards for director independence established by
applicable laws, rules, and listing standards including, without limitation, the
standards for independent directors established by The New York Stock Exchange,
Inc., the NASDAQ National Market, and the SEC.
Subject to some exceptions, these standards generally provide that a
director will not be independent if (a) the director is, or in the past three
years has been, an employee of ours; (b) a member of the director's immediate
family is, or in the past three years has been, an executive officer of ours;
(c) the director or a member of the director's immediate family has received
more than $120,000 per year in direct compensation from us other than for
service as a director (or for a family member, as a non-executive employee); (d)
the director or a member of the director's immediate family is, or in the past
three years has been, employed in a professional capacity by our independent
public accountants, or has worked for such firm in any capacity on our audit;
(e) the director or a member of the director's immediate family is, or in the
past three years has been, employed as an executive officer of a company where
one of our executive officers serves on the compensation committee; or (f) the
director or a member of the director's immediate family is an executive officer
of a company that makes payments to, or receives payments from, us in an amount
which, in any twelve-month period during the past three years, exceeds the
greater of $1,000,000 or 2% of that other company's consolidated gross revenues.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3, 4 and 5 delivered to us as filed
with the SEC, our executive officers and directors, and persons who own more
than 10% of our common stock timely filed all required reports pursuant to
Section 16(a) of the Exchange Act for the year ended March 31, 2011.
NOMINATIONS TO THE BOARD OF DIRECTORS
Our directors take a critical role in guiding our strategic direction and
oversee the management of the Company. Board candidates are considered based
upon various criteria, such as their broad-based business and professional
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skills and experiences, a global business and social perspective, concern for
the long-term interests of the shareholders, diversity, and personal integrity
and judgment.
In addition, directors must have time available to devote to Board
activities and to enhance their knowledge in the growing business. Accordingly,
we seek to attract and retain highly qualified directors who have sufficient
time to attend to their substantial duties and responsibilities to the Company.
In carrying out its responsibilities, the Board will consider candidates
suggested by shareholders. If a shareholder wishes to formally place a
candidate's name in nomination, however, he or she must do so in accordance with
the provisions of the Company's bylaws. Suggestions for candidates to be
evaluated by the proposed directors must be sent to the Board of Directors, c/o
Stevia Corp., 601 Union Street, Two Union Square, 42nd Floor, Seattle,
Washington 98101.
BOARD LEADERSHIP STRUCTURE AND ROLE ON RISK OVERSIGHT
Mr. Shurrab currently serves as the Company's principal executive officer
and sole director. Subsequent to the anticipated change in directors and
officers, it is expected that Mr. Blankenbaker will serve as our principal
executive officer and sole director. At present, we have determined this
leadership structure is appropriate for the Company due to our small size and
limited operations and resources. Our Board of Directors will continue to
evaluate the Company's leadership structure and modify as appropriate based on
the size, resources and operations of the Company.
Our Board of Directors are exclusively involved in the general oversight of
risks that could affect our Company.
BOARD COMPENSATION
We have no standard arrangement to compensate directors for their services
in their capacity as directors. Directors are not paid for meetings attended.
However, we intend to review and consider future proposals regarding Board
compensation. All travel and lodging expenses associated with corporate matters
are reimbursed by us, if and when incurred.
EXECUTIVE COMPENSATION
No director, officer or employee of the Company received compensation
during the fiscal year ended March 31, 2011.
Pursuant to the Letter of Intent entered into on February 14, 2011, between
the Company and Mr. Blankenbaker, attached to the LOI 8-K, we plan to establish
either a stock or cash bonus plan for Mr. Blankenbaker which would compensate
him upon the achievement of certain project milestones.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS, AND OFFICERS
The Company has only one class of stock outstanding, common stock. The
following table sets forth certain information as of April 18, 2011, the record
date, prior to the Closing of the Share Exchange Transaction, with respect to
the beneficial ownership of our common stock for (i) each director and officer,
(ii) all of our directors and officers as a group, and (iii) each person known
to us to own beneficially 5% or more of the outstanding shares of our common
stock. To our knowledge, except as indicated in any footnotes to this table or
pursuant to applicable community property laws, the persons named in the table
have sole voting and investment power with respect to the shares of common stock
indicated.
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Name and Address Amount and Nature Percentage
of Beneficial Owner(1) of Beneficial Ownership of Class(2)
---------------------- ----------------------- -----------
Mohanad Shurrab 56,000,000 70.2%
President, Secretary,
Treasurer, and Director
P.O. Box 3571
Dubai, UAE
All Officers and Directors 56,000,000 70.2%
as a Group
----------
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act. Pursuant to the rules of the SEC, shares of common
stock which an individual or group has a right to acquire within 60 days
pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be beneficially owned and
outstanding for the purpose of computing the percentage ownership of any
other person shown in the table.
(2) Based on 79,800,000 shares of our common stock outstanding as of April 18,
2011, the record date.
OTHER INFORMATION
We file periodic reports, proxy statements and other documents with the
Securities and Exchange Commission. You may obtain a copy of these reports by
accessing the Securities and Exchange Commission's website at
http://www.sec.gov. You may also send communications to the Board of Directors
at 601 Union Street, Two Union Square, 42nd Floor, Seattle, Washington 98101.
Stevia Corp.
By Order of the Board of Directors
/s/ Mohanad Shurrab
----------------------------------------
Mohanad Shurrab, Director and President
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