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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
or the transition period from ______________to ____________
Commission File Number 0-11718
Stevia Company, Inc.
_________________________________________________________________
(Exact name of registrant as specified in its charter)
Illinois 36-2967419
_______________________________ ____________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1940 East Devon Avenue, Elk Grove Village, Illinois 60007
______________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 593-0226
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
_____ _____
Number of shares outstanding of common stock as of the close of
the period covered by this report: 32,195,300
Page 1 of 17 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, 1996 and the related statements of operations, shareholders'
equity and changes in financial position for the six month
periods ended October 31, 1996 and 1995 were not audited; howev-
er, the financial statements for the six months periods ending
October 31, 1996 and 1995 reflect all adjustments (consisting
only of normal reoccurring adjustments) which are, in the opinion
of management, necessary to provide a fair statement of the
results of operations for the interim period presented.
The financial statements for the year ended April 30, 1996 were
not audited pursuant to Rule 210.3-11 promulgated under Securi-
ties and Exchange Act of 1934; however, the financial statements
for the fiscal year ending April 30, 1996 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 6, 1996
2
<PAGE>
<TABLE>
STEVIA COMPANY, INC.
BALANCE SHEET
ASSETS
<CAPTION>
October 31, 1996 April 30, 1996
Unaudited Unaudited
________________ _______________
<S> <C> <C>
CURRENT ASSETS
Cash 681 1,431
Accounts Receivables - Other (Note 3) 7,339 7,339
Inventories 26,729 26,729
Prepaid Expenses 529 5
________________ ______________
Total Current Assets 35,278 35,504
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 (89,954) ( 83,562)
________________ ______________
560,851 567,243
________________ ______________
OTHER ASSETS
Patents, Net of Amortization 14,025 14,675
Investment in Affiliated Company
(Note 4) - -
________________ ______________
610,154 617,423
________________ ______________
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Accounts Payable 31,023 33,268
Notes Payable-Officer
(Notes 4 and 6) 7,588 7,588
Notes Payable-Other (Note 6) 2,000 -
Due to Affiliates (Note 5) 338,851 328,772
Accrued Executive Compensation 124,524 124,524
Deferred Rent 224 56
Accrued Expenses 11,839 11,373
___________ ______________
Total Current Liabilities 516,049 505,581
___________ ______________
----------- --------------
NON-CURRENT LIABILITIES
Tenant Security Deposit 3,245 3,245
___________ ______________
COMMITMENTS AND CONTINGENCIES
(Notes 5, 9 and 10) - -
___________ ______________
SHAREHOLDERS' EQUITY (Notes 4, and 7)
Common Stock, No Par Value, 100,000,000
Shares Authorized as of April 30, 1996
and October 31, 1996; Issued 32,195,300
Shares at April 30, 1996 and October 31,
1996 2,088,001 2,088,001
Additional Paid in Capital 100 100
Accumulated Deficit (1,997,241) (1,979,504)
_____________ ______________
90,860 108,597
_____________ ______________
610,154 617,423
____________ ______________
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
5
<PAGE>
<TABLE>
STEVIA COMPANY, INC.
STATEMENT OF OPERATIONS
Unaudited
<CAPTION>
Three Months Ended Six Months Ended
October 31, October 31,
1996 1995 1996 1995
__________ _________ __________ ___________
<S> <C> <C> <C> <C>
REVENUES
Sales - - - -
COST OF SALES - -
__________ _________ __________ ___________
Gross Profit (Loss) - - - -
OPERATING EXPENSES
Marketing - - 28 -
Research and Development 260 676 650 1,352
General and Administrative 15,616 17,371 28,967 30,268
___________ _________ ___________ __________
15,876 18,047 29,645 31,620
___________ _________ ___________ _________
Loss From Operations (15,876) (18,047) (29,645) (31,620)
____________ _________ ___________ _________
OTHER INCOME AND (EXPENSE)
Rental Income 5,954 5,111 11,908 9,980
____________ _________ ____________ ________
5,954 5,111 11,908 9,980
____________ _________ ____________ ________
NET LOSS ( 9,922) (12,936) (17,737) (21,640)
____________ _________ ____________ ________
NET LOSS PER COMMON SHARE
(Note 8) (.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>
6
<PAGE>
<TABLE>
STEVIA COMPANY, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
SIX MONTHS ENDED OCTOBER 31, 1996
Unaudited
<CAPTION>
Total
Additional Share-
Common Stock Paid-in holders'
Shares Amount Capital (Deficit) Equity
__________ __________ _________ ___________ _________
<S> <C> <C> <C> <C> <C>
BALANCE
May 1, 1996 32,195,300 2,088,001 100 (1,979,504) 108,597
NET INCOME (LOSS) - - - ( 17,737) ( 17,737)
__________ __________ _________ ___________ _________
BALANCE,
October 31, 1996 32,195,300 2,088,001 100 (1,997,241) 90,860
__________ __________ _________ ___________ _________
<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,
1996 1995
______________ _________
<S> <C> <C>
OPERATING ACTIVITIES:
Net Loss (17,737) (21,640)
Adjustments to Reconcile Net (Loss) to Net
Cash Used by Operating Activities:
Depreciation and Amortization 7,043 9,022
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Inventories
and Prepaid Expenses (524) (549)
Increase (Decrease) in Accounts Payable and
Accrued Expenses (1,611) 573
Increase (Decrease) in Due to Affiliates
(Note 4) 10,079 10,737
_____________ _________
Net Cash Provided (Used) by Operating
Activities (2,750) (1,857)
_____________ _________
INVESTING ACTIVITIES:
Net Cash Provided (Used) by
Investing activities - -
_____________ _________
FINANCING ACTIVITIES:
Proceeds From (Repayments of) Notes (Note 6) 2,000 666
______________ _________
Net Cash Provided (Used) by Financing
Activities 2,000 666
______________ _________
Increase (Decrease) in Cash and
Cash Equivalents ( 750) (1,191)
Cash and Cash Equivalents at
Beginning of Period 1,431 1,479
______________ _________
Cash and Cash Equivalents at End of Period 681 288
______________ _________
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
8
<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, 1996 April 30, 1996
________________ ______________
Seeds 19,767 19,767
Leaves 6,962 6,962
________________ ______________
$ 26,729 $ 26,729
________________ ______________
Research and Development, and Patents - Research and devel-
opment expenditures, including depreciation of laboratory equip-
ment, are charged to operations as incurred. The costs of
obtaining patents, primarily legal fees, are capitalized and
amortized over seventeen years on the straight-line method.
Property and Equipment - Property and equipment are stated
at cost. Depreciation and amortization are computed, primarily
on the straight-line and accelerated methods, over the estimated
useful lives of the respective assets. Repairs and maintenance
are charged to expenses as incurred; renewals and betterments
which significantly extend the useful lives of existing property
and equipment are capitalized.
2. Company Organization and Description:
Stevia Company, Inc. was incorporated under the laws of the
State of Illinois on November 22, 1976.
The Company was organized primarily to engage in the busi-
ness of developing and manufacturing natural products, including
sweeteners, derived from the Stevia rebaudiana plant.
3. Property and Equipment:
In 1986, the Company completed construction of a building
for a sweetener production facility in Pueblo, Colorado on a
parcel of land (25 acres). The net price for construction of the
building was $483,200. The Company also purchased certain
equipment for its processing facility. Completion of the pro-
cessing facility was terminated in 1987 due to lack of funds.
See Footnote 11.
9
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
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.
Effective on September 1, 1996, the tenant exercised its option
to extend the lease for one year. At April 30, 1996 and October
31, 1996, the Tenant owed $7,339 in upaid rent and taxes due
under the lease.
4. Related Party Transactions:
The Company was indebted to affiliated companies as follows:
October 31, April 30,
1996 1996
_________ _________
F.K. Suzuki International, Inc. $ 70,412 $ 70,412
Biosynergy, Inc. $ 268,439 $ 258,360
_________ _________
Totals $ 338,851 $ 328,772
_________ _________
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 9, 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 $268,439 at October 31, 1996 as
compared to a net payable of $258,360 at April 30, 1996.
The Company and its affiliates are related through Common
Stock ownership as follows on October 31, 1996.
10
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
4. (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/Director - - 35.6% -
Lauane C. Addis,
Officer/Director .1% .1% 32.7% -
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.
Biosynergy, Inc., an affiliate, loaned $3,000 to the Company for
payment of real estate taxes on the Company's Pueblo, Colorado
facility. See also Note 6.
5. Lease Commitments:
The Company shares offices in Elk Grove Village, Illinois
with Biosynergy, Inc. The master lease for these offices, which
expired October 31, 2001, 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.
11
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
6. 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, 1996
is $7,588.
Notes Payable - Other consists of the following:
. an unsecured note dated September 20, 1996 in the
original principal amount of $3,000 payable to
Biosynergy, Inc., an affiliate. The note provides for
payment in 2 monthly installments of principal and
interest of $1,521.57 commencing October 20, 1996 and
bears interest at 11.5% per annum. The balance on this
note at October 31, 1996 is $2,000.
7. 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, 1996 and
October 31, 1996, no shares of Preferred Stock were outstanding.
As of October 14, 1996, all of the stock options and stock
appreciation rights for 230,000 shares of Common Stock granted to
4 advisors, directors, officers, consultants, and employees of
the Company under the Company's special incentive plan expired.
The Company had reserved 400,000 shares of its Common Stock for
this 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 respec-
tive 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, 1996, none of these options have been exercised and a
total of 2,999,988 shares are subject to the options. These
options provide for adjustments to prevent dilution in the event
of capital reorganizations.
12
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
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, 1996. The option
provides for adjustments to prevent dilution in the event of
capital reorganizations.
8. Income (Loss) per share:
Net income (loss) per share is computed based on the weight-
ed average number of shares of Common Stock outstanding during
the period, after giving effect to stock splits. The effect of
exercise of stock options has not been presented as exercise
would be anti-dilutive.
9. Agreements, Licenses and Options:
The Company entered into an irrevocable exclusive license
agreement with F.K. Suzuki International, Inc., parent of the
Company, in 1983. For an annual fee of $75,000, payable begin-
ning in January of 1987, the Company received certain patent and
other rights owned by F.K. Suzuki International, Inc. Effective
May 1, 1988, the license agreement was amended to provide for a
royalty payment of 3% of revenues derived from the licensed
technology in lieu of a set fee. There was no fee incurred
during the six month period ending October 31, 1996.
10. 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
2011 33,519
__________
$3,027,028
___________
13
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
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.
11. Management's Plans:
In view of the fact that the Company has incurred losses of
$33,519, $55,831, $118,910 for the years ended April 30, 1996,
1995, and 1994, respectively, management of the Company recogniz-
es the viability of the Company is contingent upon the Company
obtaining financing so it cancommence operations or acquire
alternative operations. Before the Company can realize material
operating revenues from its proposed operations, the Company must
equipment and commence operations of a processing facility. The
cost of equipping a processing facility is significant, and
therefore the Company's main objective has been to obtain such
financing. Management of the Company has also pursued alterna-
tives, such as licensing its technology, selling Stevia Company
or its assets, or combining Stevia Company with another enter-
prise. No agreements have been entered into for consummating any
such transaction, and there can be no assurance such a transac-
tion will be forthcoming.
12. Unaudited Financial Statements:
The Company's Financial Statements for the fiscal year
ending April 30,1996 were not audited pursuant to Rule 210.3-11
of Regulation SX promulgated under the Securities Exchange Act of
1934, which provides that an inactive entity need not submit
audited financial statements with reports filed pursuant to the
Securities Exchange Act of 1934. Aninactive entity is defined as
an entity not having gross receipts from all sources and expendi-
tures for all purposes in excess of $100,000 each, which has not
purchased or sold any of its own stock, granted options there-
fore, or levied any assessments against outstanding stock during
the applicable fiscal year, which has had no material change in
business, including any material acquisitions or dispositions of
assets, and which is not required to publish audited financial
statements by any exchange or governmental authority having
jurisdiction. In the opinion of Management, the Company met the
criteria of an inactive entity for the fiscal year ending April
30, 1996.
14
<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, 1996 ("2nd Quarter") or the six month period ending October
31, 1996. The Company did not produce rebaudioside A or other
products on a commercial basis during these periods, and was not
expected to have sales. Subject to commencement of commercial
operations, Management continues to believe that a market for its
Stevia products could be developed.
During the quarter ending October 31, 1996, the Company
realized rental income of $5,954 from leasing its Pueblo, Colora-
do facility under a three-year lease (commencing September 1,
1993) 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.
Effective September 1, 1996, the tenant exercised its right to
extend the lease for the first option year. 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
$2,171 or 12.02% during the 2nd Quarter as compared to the same
quarter ending in 1995 and decreased by $1,975 or 6.25% during
the six month period ended October 31, 1996 as compared to the
six month period ended October 31, 1995. Most of the current
expenses are overhead and general and administration items
required to maintain the Company and its Pueblo, Colorado proper-
ty. It is not anticipated that the expenses of the Company will
materially change until the Company receives financing or com-
mences alternative operations.
NET LOSS
________
The Company realized a net loss of $9,922 in the 2nd Quarter
as compared to a net loss of $12,936 in the comparative quarter
in 1995 and realized a net loss of $17,737 for the six month
period ending October 31, 1996 as compared to a net loss of
$21,640 during the same period in 1995. The Company's continuing
losses are due to the lack of operating revenues, which will
continue until such time as the Company produces its sweeteners
and other products for sale or can obtain alternative revenues.
See "LIQUIDITY AND CAPITAL RESOURCES" below.
As of April 30, 1996, the Company has incurred net operat-
ing losses aggregating $3,027,028. 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
15
<PAGE>
will be available and expire, if not used, as set forth in
Footnote 10 to the Financial Statements for the 2nd Quarter. See
"FINANCIAL STATEMENTS."
ASSETS/LIABILITY RATIO
______________________
The ratio of current assets to current liabilities (.068 to
1) is not acceptable taking into consideration the Company's cash
flow position. The Company's current assets consist primarily of
inventory and a receivable from the lessee of the Company's
Pueblo, Colorado facility. 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 pro-
cessing 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 $10,694
during the six month period ending October 31, 1996. The Compan-
y's negative net working capital is due to the continuing losses
of the Company. The Company had $1,431 in cash and $7,339 in
receivables at October 31, 1996. This amount is insufficient to
provide working capital for the ensuing quarter. The Company
does not have, nor does it anticipate obtaining in the near
future, a working line of credit.
The Company's ability to generate cash adequate to meet its
future needs depends upon its ability to obtain financing for
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. In this regard, the Company
borrowed $3,000 from Biosynergy, Inc., an affiliate, ("BSI") and
used the proceeds to pay real estate taxes on the Pueblo, Colora-
do facility. See footnote 6 of the "FINANCIAL STATEMENTS".
The Company and 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, 1996 was $258,360 and $268,439 as of
October 31, 1996. The amounts due to BSI reflect on-going trans-
actions 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 expens-
es.
On September 1, 1993, the Company entered into a three-year
lease for its Pueblo, Colorado facility with an unaffiliated
16
<PAGE>
third party. See "SALES/REVENUES". The proceeds from such lease
are used to offset expenses of the facility and to cover a
portion of the general and administrative expenses of the Compa-
ny. However, the cash flow from leasing the facility 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 the facility.
The Company owns 1,900,000 shares of BSI common stock. Such
common stock can be traded in the over-the-counter market and
stock prices are recorded on "pink sheets." The bid price at
October 31, 1996 is unknown. 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 4
of the "FINANCIAL STATEMENTS."
17
<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 September 20,
1996, payable to Biosynergy, Inc. in the amount of
$3,000.
(15) Letter dated December 6, 1996, regarding interim finan-
cial information. (iv)
(27) Financial Data Schedule attached hereto as Exhibit 27.
B. No Current Reports on Form 8K were filed during the period
covered by this Report.
[FN]
_________________________
(i) Incorporated by reference to a Registration
Statement filed on Form S-18 with the Securities and Exchange
Commission, 1933 Act, Registration Number 2-87364C, under the
Securities Act of 1933, as amended, and incorporated by refer-
ence, to the extent of Articles of Amendment, to Form 10K for
Fiscal Year Ending April 30, 1986 filed with the Securities and
Exchange Commission.
(ii) Incorporated by reference to Form 10K for Fiscal
Year Ending April 30, 1987 filed with the Securities and Exchange
Commission.
(iii) Incorporated by reference to Form 10K for Fiscal
Year ending April 30, 1994 filed with the Securities and Exchange
Commission.
(iv) This Exhibit is included in this report as a part
of the Financial Statements, and is incorporated by reference
herein.
18
<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 11, 1996 /s/ FRED K. SUZUKI /s/
______________________________
Fred K. Suzuki, President,
Chairman of the Board, Chief
Accounting Officer and
Treasurer
Date December 11, 1996 /s/ LAUANE C. ADDIS /s/
______________________________
Lauane C. Addis, Secretary,
Corporate Counsel and
Director
17
<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 11, 1996
______________________________
Fred K. Suzuki, President,
Chairman of the Board,
Chief Accounting Officer and
Treasurer
Date December 11, 1996
______________________________
Lauane C. Addis, Secretary,
Corporate Counsel and
Director
17
<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, 1996
Commission File Number: 0-11718
STEVIA COMPANY, INC.
_________________________________________________________________
(Exact name of registrant as specified in charter)
1940 East Devon Avenue
Elk Grove Village, Illinois 60007
(847) 593-0226
_________________________________________________________________
(Address and telephone number of registrant's principal execu-
tive office on a principal place of business)
EXHIBITS
________
<PAGE> EXHIBIT INDEX
_____________
Page
Numbering
Pursuant to
Sequential
Exhibit Numbering
Number Exhibit System
_________________________________________________________________
10(c) Promissory Note E-3
27 Financial Data Schedule E-1
<PAGE>
Installment Promissory Note
___________________________
1. Promise to Pay. In consideration of the receipt of $3,000.00,
the undersigned promises to pay to the order of Biosynergy,
Inc. the sum of $3,000.00, with interest thereon at the rate of
11.5% per annum, in two monthly installments of principal and
interest of $1,521.57 commencing October 20, 1996. This Note is
payable at 1940 East Devon Avenue, Elk Grove Village, IL 60007.
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: September 20, 1996
STEVIA COMPANY, INC.
1940 East Devon Avenue
Elk Grove Village, IL 60007
________________________________
Fred K. Suzuki, President
_________________________________
Lauane C. Addis, Secretary
<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, 1996
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-30-1997 APR-30-1997
<PERIOD-END> OCT-31-1996 OCT-31-1996
<CASH> 681 681
<SECURITIES> 0 0
<RECEIVABLES> 7,339 7,339
<ALLOWANCES> 0 0
<INVENTORY> 26,729 26,729
<CURRENT-ASSETS> 35,278 35,278
<PP&E> 650,805 650,805
<DEPRECIATION> (89,954) (89,954)
<TOTAL-ASSETS> 610,154 610,154
<CURRENT-LIABILITIES> 516,049 516,049
<BONDS> 0 0
<COMMON> 2,088,001 2,088,001
0 0
0 0
<OTHER-SE> (1,997,241) (1,997,241)
<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> (9,922) (17,737)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (9,922) (17,737)
<EPS-PRIMARY> (0.001) (0.001)
<EPS-DILUTED> (0.001) (0.001)
</TABLE>
