STEVIA CO INC
10-Q, 1995-12-29
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS
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                                  UNITED STATES

                         SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549

                                      FORM 10Q

                [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the quarterly period ended October 31, 1995

                                         OR

                   [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or
                    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

              or the transition period from              to            
                                             ____________    _____________

                           Commission File Number 0-11718


                                   Stevia Company, Inc.            
           _________________________________________________________________
              (Exact name of registrant as specified in its charter)


              Illinois                                    36-2967419 
             _______________________________         ____________________
              (State or other jurisdiction of         (I.R.S. Employer
              incorporation or organization)          Identification No.)


             1940 East Devon Avenue, Elk Grove Village, Illinois      60007
             ______________________________________________________________
             (Address of principal executive offices)            (Zip Code)

          Registrant's telephone number, including area code: (708) 593-0226
          Indicate by check mark whether the registrant (1) has filed all
          reports required to be filed by Section 13 or 15(d) of the
          Securities Exchange Act of 1934 during the preceding 12 months
          (or for such shorter period that the registrant was required to
          file such reports), and (2) has been subject to such filing
          requirements for the past 90 days.

          Yes   X   No   
              _____    _____

          Number of shares outstanding of common stock as of the close of
          the period covered by this report:  32,195,300

          Page 1 of 18 pages contained in the sequential numbering system.

<PAGE>

                           PART 1 - FINANCIAL INFORMATION



          Item 1.   FINANCIAL STATEMENTS




          Board of Directors and Shareholders
          Stevia Company, Inc.
          Elk Grove Village, Illinois






               The accompanying balance sheet of STEVIA COMPANY, INC. at
          October 31, 1995 and the related statements of operations,
          shareholders' equity and changes in financial position for the
          six month periods ended October 31, 1995 and 1994 were not
          audited; however, the financial statements for the six months
          periods ending October 31, 1995 and 1994 reflect all adjustments
          (consisting only of normal reoccurring adjustments) which are, in
          the opinion of management, necessary to provide a fair statement
          of the results of operations for the interim period presented.

               The financial statements for the year ended April 30, 1995
          were not audited pursuant to Rule 210.3-11 promulgated under
          Securities and Exchange Act of 1934; however, the financial
          statements for the fiscal year ending April 30, 1995 reflect all
          adjustments (consisting only of normal reoccurring adjustments)
          which are, in the opinion of management, necessary to provide a
          fair statement of the results of operations for the fiscal year
          presented.








                                STEVIA COMPANY, INC.




          December 12, 1995


<PAGE>
<TABLE>


                                 STEVIA COMPANY, INC.
                                    BALANCE SHEET
                                        ASSETS
<CAPTION>

         
                                            October 31, 1995  April 30, 1995
                                                Unaudited        Unaudited 
                                              _____________   ______________
<S>                                           <C>             <C>
     CURRENT ASSETS
        Cash                                              288          1,479
        Inventories                                    28,132         28,132
        Prepaid Expenses                                  558              9 
                                                _____________  ______________
               Total Current Assets                    28,978         29,620 
     PROPERTY AND EQUIPMENT (Notes 1 and 3)
       Land                                             1,127          1,127
       Furniture and Equipment                         44,750         44,750
       Building                                       483,200        483,200
       Idle Equipment                                 121,728        121,728
                                                _____________  ______________
                                                      650,805        650,805
       Less:  Accumulated Depreciation                (75,321)       (67,079)
                                                _____________  ______________
                                                      575,484        583,726
                                                _____________  ______________
     OTHER ASSETS
       Patents, Net of Amortization                    15,456         16,236
       Investment in Affiliated Company                                     
         (Note 5)                                         -               - 
                                                 ____________  ______________
                                                      619,918       629,582 
                                                 ____________  ______________
                                                 ------------  --------------
</TABLE>
<TABLE>
<CAPTION>
                         LIABILITIES AND SHAREHOLDERS' EQUITY

     <S>                                         <C>           <C>
     CURRENT LIABILITIES
       Accounts Payable                                29,525         26,520
       Notes Payable-Officer
        (Notes 5 and 7)                                10,741         10,574
       Notes Payable-Other (Note 7)                     2,291          1,792
       Due to Affiliates (Note 5)                     318,746        308,009
       Accrued Executive Compensation                 124,524        124,524 
       Deferred Rent                                      163            489
       Accrued Expenses                                10,207         12,313
                                                  ___________  ______________
               Total Current Liabilities              496,197        484,221
                                                  ___________  ______________
                                                  ___________  ______________

     NON-CURRENT LIABILITIES
       Tenant Security Deposit                          3,245          3,245
                                                  ___________  ______________

     COMMITMENTS AND CONTINGENCIES
       (Notes 6, 11 and 12)                                -             -
                                                  ___________  ______________
                                                                        
     SHAREHOLDERS' EQUITY (Notes 5, 8 and 9)
       Common Stock, No Par Value, 100,000,000
        Shares Authorized as of April 30, 1995
        and October 31, 1995; Issued 32,195,300
        Shares at April 30, 1995 and October 31,
          1995                                       2,088,001     2,088,001
       Additional Paid in Capital                          100           100
       Accumulated Deficit since July 31, 1985 in
        connection with Quasi-Reorganization
        (Note 9)                                    (1,967,625)   (1,945,985)
                                                   ____________  ____________
                                                       120,476       142,116
                                                   ____________  ____________
                                                       619,918       629,582
                                                   ____________  ____________
                                                   ------------  ------------
     <FN>
     The accompanying notes are an integral part of the financial statements.

</TABLE>
<PAGE>
<TABLE>

                                   STEVIA COMPANY, INC.

                                 STATEMENT OF OPERATIONS

                                       Unaudited
<CAPTION>
       
                                  Three Months Ended       Six Months Ended    
                                    1995        1994       1995        1994
                                 __________  _________  __________  _________
     <S>                         <C>         <C>        <C>         <C>
     REVENUES
       Sales                           -           -          -          -  

     COST OF SALES                     -           -                     
                                 __________  _________  __________  _________
     Gross Profit (Loss)               -           -          -          -

     OPERATING EXPENSES
     Research and Development        676          899      1,352      1,798    
     General and  Administrative  17,371       17,616     30,268     30,840 
                                 __________  _________  __________  ________

                                  18,047       18,515     31,620     32,638
                                 __________  _________  __________  ________

     Loss From Operations        (18,047)    ( 18,515)  ( 31,620)   (32,638)
                                 __________  _________  __________  _________

     OTHER INCOME AND (EXPENSE)
       Miscellaneous Income          -            -          -          740
       Rental Income               5,111       4,868      9,980       9,736
                                 __________ __________  _________   _________
                                   5,111       4,868      9,980      10,476 
                                 __________ __________  _________   _________
     NET LOSS                    (12,936)    (13,647)   (21,640)    (22,162)
                                 __________ __________  _________   _________
                                 ---------- ----------  ---------   ---------
                                
     NET LOSS PER COMMON SHARE
         (Note 10)               (  .001)     (.001)   (   .001)    (  .001)
                                 __________ _________  __________   _________
                        
     WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING          32,195,300  32,195,300 32,195,300 32,195,300
                                 __________  __________ __________ __________
                                 ----------  ---------- ---------- ----------   


     <FN>
     The accompanying notes are an integral part of the financial statements.




</TABLE>
<PAGE>
<TABLE>


                                   STEVIA COMPANY, INC.

                             STATEMENT OF SHAREHOLDERS' EQUITY

                             SIX MONTHS ENDED OCTOBER 31, 1995

                                         Unaudited
<CAPTION>
                                                                    Total
                                             Additional             Share-
                         Common Stock        Paid-in                holders'
                     Shares        Amount    Capital     (Deficit)  Equity 
                     __________  __________  _________  ___________ _________
  <S>                <C>         <C>         <C>        <C>         <C>
  BALANCE
    May 1, 1995      32,195,300   2,088,001    100      (1,945,985)  142,116

  NET INCOME (LOSS)       -          -          -       (   21,640) ( 21,640)
                     __________  __________  _________  ___________ _________

  BALANCE,
   October 31, 1995  32,195,300   2,088,001    100      (1,967,625)  120,476
                     __________  __________  _________  ___________ _________







<FN>
  The accompanying notes are an integral part of the financial statements

</TABLE>
<PAGE>
<TABLE>
                                  STEVIA COMPANY, INC.

                        STATEMENT OF CHANGES IN FINANCIAL POSITION

                                         Unaudited
<CAPTION>
        
                                               Six Months Ended October 31,
                                                   1995             1994  
                                               ______________    _________
 <S>                                           <C>               <C>
 OPERATING ACTIVITIES:
   Net Loss                                        (21,640)      ( 22,162)
     Adjustments to Reconcile Net (Loss) to Net
     Cash Used by Operating Activities:
   Depreciation and Amortization                     9,022          9,467
     Changes in Operating Assets and Liabilities:
     (Increase) Decrease in Receivables                -              266
     (Increase) Decrease in Inventories
       and Prepaid Expenses                        (   549)       (   127)
     Increase (Decrease) in Accounts Payable and
   Accrued Expenses                                    573        ( 4,073)
     Increase (Decrease) in Due to Affiliates
     (Note 5)                                       10,737         12,847   
                                                _____________     _________
   Net Cash Provided (Used) by Operating
     Activities                                    ( 1,857)       ( 3,782) 
                                                _____________     _________

   INVESTING ACTIVITIES:

   Net Cash Provided (Used) by
     Investing activities                              -               -  
                                                 ____________  ____________

   FINANCING ACTIVITIES:
   Proceeds From (Repayments of) Notes (Note 7)        666          3,925  
                                                 ____________  ____________
   Net Cash Provided (Used) by Financing
     Activities                                        666          3,925   
                                                 ____________   ___________
   Increase (Decrease) in Cash and
     Cash Equivalents                               (1,191)           143
     Cash and Cash Equivalents at
       Beginning of Period                           1,479            236   
                                                 ____________   ___________
     Cash and Cash Equivalents at End of Period        288            379   
                                                 ____________   ___________
                                                 ------------   -----------
   <FN>    
   The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>

                            STEVIA COMPANY, INC.

                       NOTES TO FINANCIAL STATEMENTS



     1.   Summary of Significant Accounting Policies:

          Inventories - Harvested crop inventories are stated at the
          lower of cost (determined by actual specific production
          cost) or market value (less estimated cost of disposal).

          Components of inventories are as follows:


                              October 31, 1995  April 30, 1995          
                                _____________  ______________
    
                   Seeds             21,170           21,170
                   Leaves             6,962            6,962          
                                _____________  ______________
                                  $  28,132      $    28,132      
                                _____________  ______________
                                -------------  --------------  

          Research and Development, and Patents - Research and
          development expenditures, including depreciation of
          laboratory equipment, are charged to operations as incurred.
          The costs of obtaining patents, primarily legal fees, are
          capitalized and amortized over seventeen years on the
          straight-line method.

          Property and Equipment - Property and equipment are stated
          at cost.  Depreciation and amortization are computed,
          primarily on the straight-line and accelerated methods, over
          the estimated useful lives of the respective assets.
          Repairs and maintenance are charged to expenses as incurred;
          renewals and betterments which significantly extend the
          useful lives of existing property and equipment are
          capitalized.

     2.   Company Organization and Description:

          Stevia Company, Inc. was incorporated under the laws of the
          State of Illinois on November 22, 1976.

          The Company was organized primarily to engage in the
          business of developing and manufacturing natural products,
          including sweeteners, derived from the Stevia rebaudiana
          plant.

     3.   Property and Equipment:

          In 1986, the Company completed construction of a building
          for a sweetener production facility in Pueblo, Colorado on a
          parcel of land (25 acres) acquired by the Company.  The net
          price for construction of the building was $483,200.  The


<PAGE>

                          STEVIA COMPANY, INC.

                      NOTES TO FINANCIAL STATEMENTS 

     3.   (Continued)

          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.  

     4.   Idle 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 idle equipment
          were written down to the restored and recoverable values.
          (See Note 3).

     5.   Related Party Transactions:

          The Company was indebted to affiliated companies as follows:

                                             October 31,    April 30,
                                               1995           1995  
                                             _________      _________
          F.K. Suzuki International, Inc.    $  70,412      $  70,412
          Biosynergy, Inc.                   $ 248,334      $ 237,597
                                             _________      _________
                    Totals                   $ 318,746      $ 308,009
                                             _________      _________
                                             ---------      ---------
     
          The amount due to F.K. Suzuki International, Inc. is the net
          license fees due under an irrevocable exclusive license
          agreement with F.K. Suzuki International, Inc. described in
          Note 11, less certain prepayments and discounts with regard
          to such license agreement.

          The Company shares common offices with Biosynergy, Inc.
          Each company has incurred certain shared office expenses
          which have been allocated to the other company.  The Company
          has not been able to reimburse Biosynergy, Inc. on a regular
          basis which has resulted in a net payable of $248,334 at
          October 31, 1995 as compared to a net payable of $237,597 at
          April 30, 1995.

          The Company and its affiliates are related through Common
          Stock ownership as follows on October 31, 1995.


<PAGE>
                          STEVIA COMPANY, INC.

                       NOTES TO FINANCIAL STATEMENTS


     5.   (Continued)

                    
                                 S T O C K   O F   A F F I L I A T E S    
                         ___________________________________________________
    <S>                       <C>       <C>           <C>             <C>
                                                        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,          .2%       12.9%             -            -
      Director
</TABLE>

      On July 7, 1983, Biosynergy, Inc. (an affiliated company) successfully
      completed a  public offering.   As  part of  this public offering  the
      Company exchanged 1,058,181 shares of  its Common Stock for  2,000,000
      shares  of Biosynergy, Inc.'s  Common Stock.  The  Common Stock of the
      Company had no book  value at the time of the exchange; thus no dollar
      value was assigned to  the transaction.  The Company  has sold 100,000
      of  these shares.   Although  Biosynergy, Inc.'s  Common Stock  can be
      traded in the over-the-counter market, there is no  established public
      trading  market for  such Common  Stock  due to  limited and  sporadic
      trades.

      In June, 1993, Fred K. Suzuki, President of the Company, advanced    
      $7,587.75 to the Company for payment of the Company's share of the   
      costs, including legal fees, of settling a lawsuit.  On October 10,  
      1994, Mr. Suzuki loaned $5,000 to the Company and on October 18, 1995
      Mr. Suzuki loaned an additional $1,000 to the Company for payment of 
      real estate taxes on the Company's facility in Pueblo, Colorado.  See
      also Note 7.

    6.   Lease Commitments:

         The Company shares offices in Elk Grove Village, Illinois with       
         Biosynergy, Inc.  The master lease for these offices, which expires  
         January 31, 1996, is in the name of Biosynergy, Inc.  The total annual
         base rent for these premises is $62,574.36 for the lease year ending 
         January 31, 1996.  The Company's portion is $9,386.15.  It is        
         anticipated that the master lease will be extended and the Company   
         will continue to share such offices with Biosynergy, Inc.


<PAGE>
 
     7.   Notes Payable:  

          Notes Payable - Officer consists of the following:

          .    an unsecured note dated July 1, 1993 in the original
               amount of $7,588 payable to Fred K. Suzuki, President.
               The note is due on demand and bears interest at 10% per
               annum.  The principal balance due at October 31, 1995 is
               $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, 1994 and bears interest
               at 11.5% per annum.  The balance due on this note at
               October 31, 1995 is $2,153.

          .    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 six
               monthly  installments  of  principal  and  interest  of
               $172.30 commencing November, 1995 and bears interest at
               11.5% per annum.   The balance on this  note at October
               31, 1995 is $1,000.

          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.
               The note provides for payment in 12 monthly
               installments of principal and interest of $265.85
               commencing December, 1994 and bears interest at 11.5%
               per annum.  The balance on this note at October 31, 1995
               is $1,292.

          .    an  unsecured  note  dated  October  18,  1995  in  the
               original  amount of $1,000 payable to Laurence C. Mead,
               an officer of Biosynergy, Inc., an affiliate.  The note
               provides  for payment  in six  monthly installments  of
               principal and interest of $172.30 commencing  November,
               1995  and  bears interest  at  11.5%  per  annum.   The
               balance on this note at October 31, 1995 is $1,000.

     8.   Shareholders' Equity:

          The authorized capital stock of Stevia Company is one
          hundred million (100,000,000) shares of no par value Common
          Stock and one hundred thousand (100,000) shares of $100 par
          value Preferred Stock.  The preferences, qualifications,
          limitations, restrictions and special or relative rights in
          respect to the Preferred Stock are to be determined by the
          Board of Directors at the time of their issuance, subject to
          limitations set forth in the amended articles of
          incorporation.  As of April 30, 1995 and October 31, 1995, no
          shares of Preferred Stock were outstanding.


<PAGE>

          As of October 31, 1995, under a special incentive plan, stock
          options and stock appreciation rights for 230,000 shares of
          Common Stock were granted to 4 advisors, directors,
          officers, consultants, and/or employees of the Company.  The
          exercise price for these shares is $.0625 per share.  The
          Company has reserved 400,000 shares of its Common Stock for
          this plan.  As permitted in the plan, the directors of the
          Company extended the termination date (last date to grant
          options) of the plan from February 23, 1987 to December 31,
          1989.  No further action has been taken to extend the term
          of the plan.

          On November 1, 1989, the Company's Secretary, Lauane C.
          Addis, and President, Fred K. Suzuki, agreed to forego their
          salaries in exchange for an option to purchase 83,333 shares
          of the Company's no par value common stock for each month
          they forfeited their salary at an option price of $.025 per
          share.  Accrual of these options was terminated effective
          April 30, 1991.  These options may be exercised until one
          year after the respective optionee receives all deferred
          compensation due at October 31, 1989, the optionee's salary
          is reinstated, or the optionee is no longer employed by the
          Company, whichever is later.  As of October 31, 1995, none of
          these options have been exercised and a total of 2,999,988
          shares are subject to the options.  These options provide
          for adjustments to prevent dilution in the event of capital
          reorganizations.

          Mr. Suzuki was granted an option to convert all or a portion
          of his deferred compensation into shares of the Company's no
          par value common stock at a conversion rate of $.025 of
          deferred compensation per share.  Conversion can only occur
          in the event the Company has sufficient liquid assets to pay
          all employee taxes due upon issuance of the shares.  A total
          of 1,448,917 shares have been reserved for Mr. Suzuki's
          option.  No portion of the option has been exercised as of
          October 31, 1995.  The option provides for adjustments to
          prevent dilution in the event of capital reorganizations.

     9.   Quasi-Reorganization:

          As of July 31, 1985, the Company effected a Quasi-
          Reorganization which resulted in the elimination of
          $1,201,810 of accumulated deficit at the date of
          reorganization and a decrease of $1,201,810 in the amount of
          common stock outstanding.

     10.  Income (Loss) per share:

          Net income (loss) per share is computed based on the
          weighted average number of shares of Common Stock
          outstanding during the period, after giving effect to stock
          splits.  The effect of exercise of stock options has not
          been presented as exercise would be anti-dilutive.

<PAGE>
                           STEVIA COMPANY, INC.

                       NOTES TO FINANCIAL STATEMENTS


     11.  Agreements, Licenses and Options:

          The Company entered into an irrevocable exclusive license
          agreement with F.K. Suzuki International, Inc., parent of
          the Company, in 1983.  For an annual fee of $75,000, payable
          beginning in January of 1987, the Company received certain
          patent and other rights owned by F.K. Suzuki International,
          Inc.  Effective May 1, 1988, the license agreement was
          amended to provide for a royalty payment of 3% of revenues
          derived from the licensed technology in lieu of a set fee.
          There was no fee incurred during the six month period
          ending October 31, 1995.

     12.  Income Taxes:

          There is no provision for income taxes in the accompanying
          financial statements due to the Company's net operating loss
          position.  At April 30, 1995, net operating loss
          carryforwards are available and expire, if not used, as
          follows:

                                   1995              119,376
                                   1996               51,092
                                   1997              292,440
                                   1998              224,075
                                   1999              167,356
                                   2000              302,320
                                   2001              423,843
                                   2002              389,355
                                   2003              328,154
                                   2004              189,389
                                   2005              133,704
                                   2006               74,264
                                   2007               73,470
                                   2008               49,568
                                   2009              119,410
                                                  __________
                                                  $2,937,678
                                                  __________
                                                  ----------                

          The Company has adopted Statement of Financial Accounting
          Standards (SFAS) No. 109, "Accounting for Income Taxes" for
          fiscal year ending April 30, 1994 as required by SFAS No.
          109.

          The effect, if any, of adopting Statement No. 109 on pretax
          income from continuing operations is not material.  The
          Company has elected not to retroactively adopt the
          provisions allowed in SFAS No. 109; however, all provisions
          of the document have been applied since the beginning of
          fiscal year 1994.

<PAGE>
                            STEVIA COMPANY, INC.

                        NOTES TO FINANCIAL STATEMENTS                  


     13.  Management's Plans:

          In view of the fact that the Company has incurred losses of
          $55,831, $118,910 and $51,569 for the years ended April 30,
          1995, 1994, and 1993, respectively, management of the
          Company recognizes the liability of the Company 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
          such financing.  Management of the Company has also pursued
          alternatives, such as licensing its technology, selling
          Stevia Company or its assets, or combining Stevia Company
          with another enterprise.  No agreements have been entered
          into for consummating any such transaction, and there can be no      
          assurance such a transaction will be forthcoming.

     14.  Unaudited Financial Statements:

          The Company's Financial Statements for the fiscal year
          ending April 30, 1995 were not audited pursuant to Rule
          210.3-11 of Regulation SX promulgated under the Securities
          Exchange Act of 1934, which provides that an inactive entity
          need not submit audited financial statements with reports
          filed pursuant to the Securities Exchange Act of 1934.  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 year ending April 30, 1995.


<PAGE>

 Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS 

     SALES/REVENUES
     --------------

     The Company  had no sales during  the quarter ending October  31, 1995
 ("2nd Quarter")  or the  six month  period ending  October 31,  1995.   The
 Company did not  produce rebaudioside A  or other products on  a commercial
 basis during these periods, and was not expected to have sales.  Subject to
 commencement of commercial operations, Management continues to believe that
 a market for its Stevia products could be developed.

     During  the quarter  ending  October 31,  1995,  the Company  realized
 rental income of $5,111 from leasing its Pueblo, Colorado facility under  a
 three-year lease to an unaffiliated third party.  This lease grants the
 tenant first right of refusal upon the sale of other disposition of the
 Pueblo facility and provides for two one-year options.  The lease provides
 for rent of $19,743 for the first two years, $20,466 for the third year,
 $22,394 for the first option year and $23,264 for the second option year.

     COSTS AND EXPENSES
     ------------------

     The overall  operating expenses  of the Company  decreased by  $245 or
 1.39% during the 2nd Quarter as compared to the same quarter ending in 1994
 and decreased by  $573 or 1.85% during  the six month period  ended October
 31, 1995  as compared to the six month period ended October 31, 1994.  Most
 of the current expenses are overhead and general and administration items
 required to maintain the Company.  It is not anticipated that the expenses
 of the Company will materially change until the Company receives financing
 or commences alternative operations.

     NET LOSS
     --------

      The Company realized a net loss of $12,936 in the 2nd Quarter as
 compared to a  net loss of $13,647  in the comparative quarter in  1994 and
 realized a net loss of $21,640 for the  six month period ending October 31,
 1995  as compared to a net loss of  $22,162 during the same period in 1994.
 The Company's continuing losses are due to the lack of operating revenues,
 which will continue until such time as the Company produces its sweeteners
 and other products for sale or can obtain alternative revenues.  See
 "LIQUIDITY AND CAPITAL RESOURCES" below.

      As of April 30, 1995, the Company has incurred net operating losses
 aggregating $2,937,678.  There is no provision for income taxes in the
 Financial Statements due to the Company's net operating loss position.
 Furthermore, the Tax Reform Act of 1986 will not materially alter the
 Company's net operating loss carryforward position, and the net operating
 loss carryforwards will be available and expire, if not used, as set forth
 in Footnote 12 to the Financial Statements for the 1st Quarter.  See
 "FINANCIAL STATEMENTS."

<PAGE>


      ASSET LIABILITY RATIO
      ---------------------

      The ratio of current assets to current liabilities (.058 to 1) is not
  acceptable taking into consideration the Company's cash flow position.  The
  Company's current assets consist primarily of inventory.  It is unknown how
  much inventory the Company can sell, if any.  The Company is not producing
  inventory and there can be no assurance of long-term revenues, if any.  The
  inventory consists primarily of Stevia leaves, which have been grown and
  harvested by the Company for use in its initial processing operations or
  for sale, and seeds which may be used for growing more leaves.  See
  "LIQUIDITY AND CAPITAL RESOURCES" below.

      LIQUIDITY AND CAPITAL RESOURCES
      -------------------------------

      The Company's net working capital  decreased by $12,618 during the six
  month  period ending October 31, 1995.   The Company's negative net working
  capital is due to  the continuing losses of  the Company.  The Company  had
  $288 in  cash  and no  receivables at  October 31,  1995.   This amount  is
  insufficient  to provide  working capital for  the ensuing  quarter.    The
  Company does not have, nor does it anticipate obtaining in the near
  future, a working line of credit.

      The Company's ability to generate cash adequate to meet its future
  needs depends upon its ability to obtain financing for the purpose of
  beginning revenue producing operations.  In the event the Company is unable
  to obtain financing, management will seek out alternatives, such as
  licensing the Company's technology, selling the Company or its assets,
  leasing the Company's Pueblo facility, or combining the Company with other
  businesses.

      The Company and an affiliate, Biosynergy, Inc. ("BSI"), share office
  space, and as a result, share certain expenses.  Both companies account to
  each other on an on-going basis for these shared expenses.  The resulting
  payable as  of April 30, 1995 was  $237,597 and $248,334 as  of October 31,
  1995. The amounts due to BSI 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 economical  to share these expenses  with BSI,
  and will likely continue to do so in the near future.  However, there is no
  assurance BSI will be in a position or agree to continue to extend credit
  to the Company for these shared expenses.

      On September 1, 1993, the Company entered into a three-year lease for
  its Pueblo, Colorado facility with an unaffiliated third party.  The tenant
  was granted two one-year options and a first right of refusal to purchase
  the Pueblo, Colorado facility in the event the Company sells or otherwise
  disposes of the facility.  The lease provides for base rent of $19,473 for
  the first two years, $20,466 for the third year, $22,394 for the first
  option year and $23,264 for the second option year.  See "SALES/REVENUES"
  above.  The proceeds from leasing such facility are used to offset expenses
  of the facility and to cover a portion of the general and administrative
  expenses of the Company.  However, the cash flow from leasing the facility
  in Pueblo is not sufficient to cover all of the expenses of the Company for
  the ensuing  year, and furthermore, there  can be no assurance  the Company
  will be able to continue leasing its facility.

<PAGE>

      The Company owns 1,900,000 shares of BSI common stock.  Such common
  stock can be traded in the over-the-counter market and stock prices are
  recorded on "pink sheets."  The bid price at October 31, 1995 was estimated
  to be $.01 per share.  Although the Company is free to currently sell these
  shares of Biosynergy, Inc. common stock, it does not have plans to do so in
  the near future.  See Footnote 5 of the "FINANCIAL STATEMENTS."

<PAGE>

                            PART II - OTHER INFORMATION                  
                            ---------------------------

     Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.
               --------------------------------

     A.   The following Exhibits are included herein pursuant to Section 601:

          (3)  

               (a)  Articles of Incorporation (i)
         
               (b)  By-Laws (ii)

          (10) Material Contracts.

               (a)  Lease Agreement, dated September 1, 1993, between the
                    Company and Pacific Aero Manufacturing, Inc. (iii)

               (b)  Promissory Note dated July 1, 1993 payable to Fred K.
                    Suzuki in the amount of $7,587.75. (iii)

               (c)  Installment Promissory Note  dated October 10, 1994,       
                    payable to Fred K. Suzuki in the amount of $5,000. (iv)

               (d)  Installment Promissory Note dated October 10, 1994,
                    payable to Laurence C. Mead in the amount of $3,000. (iv)

               (e)  Installment Promissory  Note dated October  18, 1995
                    payable to Fred K. Suzuki in the amount of $1,000
                    attached hereto as Exhibit 10(e).

               (f)  Installment Promissory Note dated  October 18, 1995 
                    payable to Laurence C. Mead in  the amount of $1,000
                    attached hereto as Exhibit 10(f).

          (15) Letter dated December 12, 1995, regarding interim financial
               information. (v)

          (27) Financial Data Schedule attached hereto as Exhibit 27.

     B.   No Current Reports on Form 8K were filed during the period covered
          by this Report.

     [FN]
     _________________________

        (i)  Incorporated by reference to a Registration Statement filed
             on Form S-18 with the Securities and Exchange Commission,
             1933 Act, Registration Number 2-87364C, under the Securities
             Act of 1933, as amended, and incorporated by 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.

        (ii) Incorporated by reference to Form 10K for Fiscal Year Ending
             April 30, 1987 filed with the Securities and Exchange
             Commission.

<PAGE>

       (iii) Incorporated by reference to Form 10K for Fiscal Year
             ending April 30, 1994 filed with the Securities and Exchange
             Commission.

        (iv) Incorporated by reference to Form 10K for Fiscal Year Ending
             April 30, 1995 filed with the Securities and Exchange
             Commission.

        (v)  This Exhibit is included in this report as a part of the
             Financial Statements, and is incorporated by reference
             herein.

<PAGE>                           
                                   SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by
 the undersigned thereunto duly authorized.

 STEVIA COMPANY, INC.

 Date December 12, 1995                 /s/ FRED K. SUZUKI /s/             
                                       ________________________________
                                       Fred K. Suzuki, President,
                                       Chairman of the Board,  
                                       Chief Accounting Officer and       
                                       Treasurer

 Date December 12, 1995                 /s/ LAUANE C. ADDIS /s/        
                                        ________________________________
                                        Lauane C. Addis, Secretary,
                                        Corporate Counsel and Director









<PAGE>
                                       
                                     SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

STEVIA COMPANY, INC.

Date December 12, 1995                                            
                                            ________________________________
                                            Fred K. Suzuki, President,
                                            Chairman of the Board,  
                                            Chief Accounting Officer and       
                                            Treasurer

Date December 12, 1995                                             


                                            ________________________________
                                            Lauane C. Addis, Secretary,
                                            Corporate Counsel and Director



<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549


                                       FORM 10Q

                    Annual Report Pursuant to Section 13 or 15(d)

                                          of

                       THE SECURITIES AND EXCHANGE ACT OF 1934

                        For the period ending October 31, 1995
                           Commission File Number: 0-11718

                               STEVIA COMPANY, INC.                 
  ___________________________________________________________________________
                   (Exact name of registrant as specified in charter)

                                1940 East Devon Avenue
                          Elk Grove Village, Illinois 60007

                                (708) 593-0226                           
  ___________________________________________________________________________
         (Address and telephone number of registrant's principal executive
                     office on a principal place of business)


                                   EXHIBITS                          
                                   --------                                     


                                 EXHIBIT INDEX                          
                                 -------------

                                                            Page Numbering
                                                            Pursuant to
                                                            Sequential
     Exhibit                                                Numbering
     Number            Exhibit                              System  
  ___________________________________________________________________________

     10 (e)           Installment Promissory Note dated
                      October 18, 1995 payable to Fred K.
                      Suzuki.                                 E-1

     10 (f)           Installment Promissory Note dated
                      October 18, 1995 payable to
                      Laurence C. Mead.                       E-2

     27               Financial Data Schedule                 E-3

<PAGE>
 

                           Installment Promissory Note                 
                           ___________________________


 1.   Promise to  Pay.  In  consideration of  the receipt of  $1,000.00, the
      undersigned promises to pay to the order  of Fred K. Suzuki the sum of
      $1,000.00, with interest  thereon at the  rate of 11.5% per  annum, in
      four monthly installments of principal and interest of $172.30 and two
      monthly installments of  principal and interest of  $172.31 commencing
      November 5, 1995.   This Note is  payable at 710 S.  Kennicott Avenue,
      Arlington Heights, IL 60005.

 2.   Governing Law.  This  instrument shall be governed by the  laws of the
      State of Illinois, and specifically the Uniform Commerical Code of the
      State of Illinois, as in effect from time to time.

      DATE:  October 18, 1995


      STEVIA COMPANY, INC.
      1940 East Devon Avenue
      Elk Grove Village, IL 60007
 



                                          /s/ Fred K. Suzuki /s/   
                                          ________________________________
                                          Fred K. Suzuki, President



                                          /s/ Lauane C. Addis /s/ 
                                          ________________________________
                                          Lauane C. Addis, Secretary
     
                                  E-1
<PAGE>


                          Installment Promissory Note                   
                          ---------------------------

 1.   Promise  to Pay.   In consideration of  the receipt  of $1,000.00, the
      undersigned promises to pay  to the order of Laurence C.  Mead the sum
      of $1,000.00, with interest thereon at the rate of 11.5% per annum, in
      four monthly installments of principal and interest of $172.30 and two
      monthly installments of  principal and interest of  $172.31 commencing
      November  1,  1995.   This  Note is  payable at  7820  Northway Drive,
      Hanover Park, IL 60103.

 2.   Governing Law.  This instrument shall  be governed by the laws of  the
      State of Illinois, and specifically the Uniform Commercial Code of the
      State of Illinois, as in effect from time to time.

      DATE:  October 18, 1995


     STEVIA COMPANY, INC.
     1940 East Devon Avenue
     Elk Grove Village, IL 60007




                                            /s/ Fred K. Suzuki /s/         
                                            _________________________________
                                            Fred K. Suzuki, President



                                            /s/ Lauane C. Addis /s/     
                                            _________________________________
                                            Lauane C. Addis, Secretary

                                    E-2
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF THE REGISTRANT  FOR THE SIX MONTH  PERIOD ENDING OCTOBER 31,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                       APR-30-1996            APR-30-1996
<PERIOD-END>                            OCT-31-1995            OCT-31-1995

<CASH>                                          288                    288
<SECURITIES>                                      0                      0
<RECEIVABLES>                                     0                      0
<ALLOWANCES>                                      0                      0
<INVENTORY>                                  28,132                 28,132
<CURRENT-ASSETS>                             28,978                 28,978
<PP&E>                                      650,805                650,850
<DEPRECIATION>                              (75,321)               (75,321)
<TOTAL-ASSETS>                              619,918                619,918
<CURRENT-LIABILITIES>                       496,197                496,197
<BONDS>                                           0                      0
<COMMON>                                  2,088,001              2,088,001
                             0                      0
                                       0                      0
<OTHER-SE>                               (1,967,625)            (1,967,625)
<TOTAL-LIABILITY-AND-EQUITY>                619,918                619,918
<SALES>                                           0                      0
<TOTAL-REVENUES>                                  0                      0
<CGS>                                             0                      0
<TOTAL-COSTS>                                     0                      0
<OTHER-EXPENSES>                                  0                      0
<LOSS-PROVISION>                                  0                      0
<INTEREST-EXPENSE>                                0                      0
<INCOME-PRETAX>                             (12,936)               (21,640)
<INCOME-TAX>                                      0                      0
<INCOME-CONTINUING>                               0                      0
<DISCONTINUED>                                    0                      0
<EXTRAORDINARY>                                   0                      0
<CHANGES>                                         0                      0
<NET-INCOME>                                (12,936)               (21,640)
<EPS-PRIMARY>                                (0.001)                (0.001)
<EPS-DILUTED>                                (0.001)                (0.001)
        

</TABLE>


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