Mark C Lee
Tel 916.442.1111
Fax 916.448.1709
leema@gtlaw.com
October 16, 2013
VIA EDGAR AND FEDERAL EXPRESS
Sonia Bednarowski
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Stevia Corp.
Preliminary Proxy Statement on Schedule 14A
Filed October 10, 2013
Dear Ms. Bednarowski:
On behalf of Stevia Corp., a corporation organized under the laws of Nevada
(the "COMPANY"), we are responding to the Staff's comment provided via telephone
call on October 15, 2013, relating to the Company's Preliminary Proxy Statement
on Schedule 14A filed on October 10, 2013 (the "PROXY STATEMENT").
As we understand the comment, the Staff is requesting clarification on a
potential discrepancy between the Company's statement in the Proxy Statement
that it has "no arrangements, agreements, understandings, or plans at the
current time for the issuance or use of the additional shares of common stock
proposed to be authorized" and the Company's October 8, 2013 press release which
indicates the Company is expecting to issue a convertible promissory note of up
to $1,000,000 (the "NOTE") to SC Brands, LLC, which will be convertible into
common stock of the Company at a conversion price of $0.25 per share.
The Company respectfully informs the Staff that the shares which will be
reserved for issuance under the Note will come from shares currently authorized
for issuance and not from the additional shares of common stock proposed to be
authorized pursuant to the matters set forth in the Proxy Statement.
Securities and Exchange Commission
Division of Corporate Finance
October 16, 2013
Page 2
We hope that the foregoing addresses all of the Staff's comments. In the
event the Staff has no further comments, we would appreciate correspondence to
that effect. We are attaching to this letter, the Company's acknowledgment. If
you have any questions regarding this response, please do not hesitate to
contact me directly at (916) 442-1111.
Best regards,
/s/ Mark C Lee
------------------------------
Mark C Lee
Shareholder
Enclosure
Securities and Exchange Commission
Division of Corporate Finance
October 16, 2013
Page 3
ACKNOWLEDGEMENT
In connection with Stevia Corp.'s (the "COMPANY") letter dated October 16, 2013
addressed to the Securities Exchange Commission, we acknowledge the following:
* the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Stevia Corp.
/s/ George Blankenbaker
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George Blankenbaker, President, Secretary & Treasurer