UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended 4/30/98
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class NONE
Name of each exchange on which registered NONE
Securities registered pursuant to section 12(g) of the Act:
Common Stock, No Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes __X__ No _____.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X]
Page one of 57 pages contained in the sequential numbering system. The
Exhibit Index may be found on page E-1 of the sequential numbering system.
<PAGE>
The estimated aggregate market value of the voting stock held by
non-affiliates of the registrant on July 1, 1998 cannot be ascertained because
there is no established market for the Company's stock due to limited and
sporadic trades.
The number of shares of common stock outstanding on April 30, 1998 was
32,195,300 shares.
No documents have been incorporated by reference in this report except for
certain exhibits and schedules listed in Item 14.
PART I
Item 1. Description of Business.
General Development of Business.
Stevia Company, Inc. (the "Company") was incorporated as a subsidiary of F.K.
Suzuki International, Inc. ("FKSI") on November 22, 1976. The Company's
principal administrative offices and research laboratory are located at 1940
E. Devon, Elk Grove Village, Illinois. The Company's uncompleted processing
facility is located in Pueblo, Colorado. See "Description of Property."
The Company was organized primarily for the purpose of developing,
manufacturing, and marketing natural sweeteners derived from the Stevia
rebaudiana plant ("Stevia"). The Stevia natural sweetening compounds are
substantially non-caloric alternatives to sugar. The Company's ultimate goal
has been to commercialize one such compound, rebaudioside A, as a sweetener.
The Company also intended to commercialize flavor enhancers, raw materials for
use in producing Gibberellins (plant growth hormones), and other Stevia
products.
To date, the Company has not been successful in reaching its goals and has not
experienced any significant operating revenues. Over the past several years,
the Company has been dormant. All of the Company's efforts were directed
toward obtaining financing or alternative businesses.
<PAGE>
As a result of the inability of the Company to commence commercial operations,
the Company has sunk further into debt. The Company has liquidated certain
assets in the past to provide for its financial requirements. Now, management
believes that it is in the best interest of the Company to sell its Pueblo,
Colorado facility to satisfy its liabilities. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
In connection with the foregoing, the Company has entered into a contract for
the sale of its building and approximately 25 acres of land located in Pueblo,
Colorado, for the sales price of $475,000. This transaction is intended to
close on or before December 1, 1998. See "Description of Property."
Except as stated above, there were no significant contracts or developments
with regard to the Company's business during the past fiscal year.
Financial Information about Industry Segments.
During the past fiscal year, the Company did not have any revenues from
operations. See "General Development of Business."
Narrative Description of Business.
As described above under "General Development of Business," the Company was
primarily organized for the purpose of developing, manufacturing and marketing
natural sweeteners and other products from a variety of the Stevia plant.
Further information about the proposed products of the Company is set forth
below.
Proposed Products. The Company initially intended to commercialize four
products derived from the Stevia plant: (1) rebaudioside A as a natural, high
potency (approximately 300 times sweeter than sugar) sweetener; (2) a
by-product mixture of extractives from the Stevia plant ("DTGs") as a flavor
enhancer; (3) DTGs as raw material for plant hormones; and (4) Stevia leaves
as flavor enhancers and sweeteners. None of the products have been approved
by the FDA, however, they may be sold in Japan, Brazil, Argentina and
Paraguay.
The Company's sweeteners, flavor enhancers, and raw material for plant
hormones are derived from a protected proprietary variety (USDA Variety
Protection Certificate No. 8200065) of a plant, Stevia rebaudiana, Var. P.J.
Suzuki. Although Stevia rebaudiana has grown as a wild shrub in limited
sections of South America for hundreds of years, the Company obtained the
exclusive rights to a novel variety of Stevia rebaudiana which was developed
by F.K. Suzuki International, Inc. ("FKSI"), the parent of the Company. This
proprietary variety possesses significantly higher seed viability than the
original plant, produces a substantially higher yield of rebaudioside A in its
leaf material, and has improved resistance to frost and flood. Although the
Stevia plant has been examined by scientists for over ninety years, commercial
farming of the Stevia plant has occurred only since 1950. The Company grew
its Stevia plant from 1976 to 1986.
<PAGE>
The Stevia plant produces eight diterpene glycosides ("DTGS"). They are
Steviolbioside, Stevioside, rebaudioside A, rebaudioside B, rebaudioside C,
rebaudioside D, rebaudioside E and Dulcoside A. Rebaudioside A and Stevioside
are the two major DTGs contained in the Company's proprietary variety of
Stevia plant. Rebaudioside A is the sweetest DTG, and also has a taste most
closely resembling that of sucrose (beet sugar, cane sugar). The Company
planned to commercialize rebaudioside A as its primary sweetener. The Company
owns the rights to U.S. Patent 4,612,944 and European Patent Office Patent
Number 0154235 for use of Stevia leaves, the DTGs and any product containing
the DTGs at flavor enhancement or modification levels. The Company's patent,
U.S. Patent 4,082,858, for rebaudioside A and any product containing elevated
levels of rebaudioside A, expired April 4, 1995. See "Patents and
Trademarks."
Rebaudioside A Sweetener:
Rebaudioside A is substantially non-caloric, natural sweetener, having only
about 1/300th the calories of sugar at equivalent sweetness, and can
reportedly be used by diabetics and obese individuals. Rebaudioside A does
not support the growth of tooth decay producing streptococci and lactobacilli,
and it is thus suitable for toothpaste, mouthwash, and other oral hygiene
uses. Rebaudioside A is stable to heat, salt, and acid in ordinary food
processing and it is very soluble in water and other carriers used in
processing of food and non-food products. Rebaudioside A does not brown when
heated with amino acids or proteins.
Rebaudioside A cannot be distributed as a food additive in the United States
without FDA approval. Published results of acute, subacute and chronic
toxicity studies in rats and mice demonstrate that the DTGs are non-toxic for
short-term use, even in high usage levels, and are non-contraceptive and
non-teratogenic. The Company has not applied for FDA approval for use of its
rebaudioside A in the United States and has not initiated toxicity studies.
As a result of the short-term and chronic studies completed and the 17 year
history of DTG usage in a wide variety of foods in Japan without any reported
toxicity, management of the Company believes the DTGs, including rebaudioside
A, are non-carcinogenic.
Diterpene Glycoside Flavor Enhancers:
DTGs are a by-product of the process of extraction and purification of
rebaudioside A. Employees of the Company discovered that the DTGs have
flavor-enhancing characteristics. This discovery resulted in the U.S. Patent
and Trademark Office grant of a patent on September 23, 1986, and the European
Patent Office grant of European Office Patent Number 0154235 on June 12,
1991. This patent was assigned to the Company by its inventors. The
DTGs are useful in enhancing fruit, spice, nut, and many other flavors for
which flavor enhancers are not currently available. Like rebaudioside A, the
DTGs are substantially non-caloric and are believed to be non-carcinogenic
based on short-term and long-term toxicity studies.
<PAGE>
FDA approval is required for use of the DTGs as flavor enhancers, or other
food additive uses, although other forms of approval not involving a FDA food
additive petition may be available. It is believed FDA approval is not
required for use of the DTGs in certain products, such as tobacco and other
expectorated products, or for use of Stevia leaves containing the DTGs in food
products as flavor enhancers.
Diterpene Glycoside Raw Material for Plant Hormones:
A substantial amount of DTGs remain as by-products of the production of
rebaudioside A. The Company intended to sell a portion of the DTGs to
producers of plant hormones.
Plant growth regulators are chemicals which control plant growth and
development. Gibberellins ("GAs") are a class of plant hormones. They have
many effects on plant growth, development, and chemistry when applied to
plants in very small quantities, generally 1/2,500 - 1/250th ounce. The major
commercial uses of GAs in the U.S. are on fruit grapes, mandarin oranges, and
navel oranges. GAs are commercially used on numerous other crops in other
parts of the world. Several other agricultural applications for GAs in the
U.S. could develop if GA costs can be reduced.
Since 1975, it has been known that certain components of the DTGs could be
converted to GAs by the GA-producing mold. Management of the Company believes
DTGs can be used as raw materials, or precursors, for plant hormones. To
date, the Company has not entered into an arrangement with the sole
manufacturer of GAs in the United States to supply the DTGs for use as a plant
hormone raw material.
Although government approval for use of GAs is not required for most uses, the
FDA has promulgated regulations limiting the amount of residual GAs which can
be found in plants intended directly or indirectly for human consumption.
Additionally, these government regulations may limit the amount of GAs that
can be used in certain applications thus limiting the amount of DTGs which may
be sold for use in producing GAs. Management is not aware of any proposed
uses for GAs which have been limited or denied as a result of government
regulations.
<PAGE>
Stevia Leaves:
Stevia leaves may be sold for three primary purposes. First, leaves may be
sold as a source material for extraction of sweeteners in the United States
(subject to FDA approval), Japan, Brazil and Argentina. Second, subject to
FDA approval for use in the United States for some applications, Stevia leaves
may ultimately be sold for use as a direct sweetening agent. Finally, Stevia
leaves may be sold for addition to teas, spices, coffee, and other foods as
flavor enhancers or modifiers, subject to appropriate regulatory
approval, where required. Stevia leaves may ultimately be used as an herbal
tea. The Company has developed a special variety of Stevia plant which is
protected under USDA Plant Variety Protection Certificate No. 8200065.
Although the use of Stevia leaves as a food additive requires pre-approval by
the FDA or evidence the Stevia leaves are generally recognized as safe
("GRAS"), it should be noted that upon one or more occasions unrelated third
parties have made self-determinations that the use of Stevia leaves as a food
additive comes within the definition of GRAS. In order to be classified as
GRAS, the material must have been in use prior to 1958 and there must be
general scientific information and data positively describing the safety of
the material. Although the Company has not concluded its own investigation in
this regard, based upon the information currently available, it is possible
the use of Stevia leaves as food additives may be permitted under GRAS, of
which there can be no assurance.
Proposed Manufacturing and Farming Operations. To date, the Company has not
commercially produced its proposed products. The Company intended to
inventory, maintain, and staff an extraction facility located in the Pueblo
Memorial Airport Facility, Pueblo, Colorado, but the financing needed to equip
the facility to make it operational has not been available. It is estimated
that equipping the processing facility would cost in excess of $2,500,000,
plus start-up costs.
The Company does not have any existing propagation sites, farming sties, or
farming operations. The Company intended to re-establish its farming
operations as appropriate. However, the ability to do so cannot be
guaranteed.
Proposed Marketing and Distribution. None of the Company's proposed products
are sold on a commercial basis. Sales to date of Stevia leaves and
rebaudioside A have been for research purposes or for use in products not
under the jurisdiction of the FDA.
The Company intended to market its natural sweetener and flavor enhancer as
soon as production was sufficient in international markets where such products
are approved for human consumption and are currently used, such as
Brazil and Japan. In these countries, the Company may have been subject to
stringent trade regulations and required to pay royalties on sales in Japan to
Morita Chemical Co., which holds the patent rights to rebaudioside A and other
Stevia products in Japan.
<PAGE>
The Company further planned to introduce its sweeteners and flavor enhancers
to end users and industrial segments not requiring full FDA approval, such as
tobacco products and certain other products that are expectorated.
Ultimately, the Company anticipated most of its sweeteners and flavor
enhancers would have been directly formulated in food and drinks and that the
sweeteners would have rarely reached consumers in pure form.
Sources and Availability of Raw Materials. The Company is not currently using
raw materials. It should be noted, however, that the Company's proposed
products are primarily derived from Stevia rebaudiana var. P.J. Suzuki, which
has been grown in limited quantities by the Company in the United States. The
Company is not currently growing any Stevia leaves, and has a limited supply
of leaves ready for sale and processing. The Company's Stevia seed inventory
is substantially non-viable and would require significant re-vitalization to
establish farming operations. Other varieties of the Stevia plant are
currently being grown in Thailand, Korea, the Peoples Republic of China and
Japan. At present, there are no known growers of the Stevia plant in the
United States. In the event of FDA approval of the Company's sweeteners or
flavor enhancers, significant foreign sales, or sales of the Company's other
Stevia products, the Stevia leaf requirements will exceed the Company's
current supply and the Company would have to initiate significant farming
operations, purchase the plant material on a contract basis from unaffiliated
growers, or import leaf material from foreign growers. There is no assurance
that any of the above can be done on terms acceptable to the Company. See
"Proposed Manufacturing and Farming Operations."
Patents and Trademarks. The Company has patent rights under three patents
issued by the United States Patent and Trademark Office. United States Patent
No. 4,082,858, which expired April 4, 1995, relating to "Sweetening Compound,
Method of Recovery and Use Thereof" (rebaudioside A) was issued to Morita of
Osaka, Japan. Rights under this patent were assigned, in exchange for
improved technology relating to extraction of stevioside, to FKSI, which
subsequently transferred such rights by exclusive license to the Company.
United States Patent No. 4,361,697, expiration date November 30, 1999,
relating to "Extraction, Separation and Recovery of Diterpene Glycosides from
Stevia rebaudiana", was issued to Robert H. Dobberstein, former officer of the
Company, and others and was subsequently assigned to FKSI. Rights under this
patent were subsequently transferred to the Company by FKSI. U.S. Patent
4,612,942, expiration date September 23, 2003, relating to "Flavor Enhancing
and Modifying Materials", was issued to Robert H. Dobberstein and Fred K.
Suzuki, Chariman of the Board of Directors, and was assigned to the Company.
<PAGE>
On June 12, 1991, the European Patent Office granted European Patent Number
0154235, the counterpart of U.S. Patent 4,612,942, relating to the use of
Stevia leaves and extractives as "Flavor Enhancing and Modifying Materials".
Patents granted by the European Patent Office generally must be registered in
each European country where patent protection is desired, which requires
interpretation and payment of filing and agency fees. The Company has not
registered this patent in any European countries and therefore it is uncertain
whether the Company has or may obtain any protection under this patent in
Europe.
The Company also holds rights under the United States Department of
Agriculture (USDA Plant Variety Protection Certificate No. 8200065, expiration
date October 20, 2000) for Stevia rebaudiana var. P.J. Suzuki. Tty Protection
Act of 1970 grants certain protections to developers of novel varieties of
sexually reproduced plants. The Company's novel variety, Stevia rebaudiana
var. P.J. Suzuki, was recognized by the USDA to have novel characteristics
including improved seed viability, improved yield of rebaudioside A, and
improved resistance to frost and flood. The Company intended to utilize this
particular plant variety for all of its production needs.
Seasonal Aspects of the Business. The business of the Company was not
expected to be seasonal, except for the farming operations. The farming
operations of the Company would have been seasonal to the extent the Stevia
plant, when grown as a perennial, requires direct attention only during
planting in the spring, harvest in the fall, and seed collection in the early
winter. The Stevia plant, when grown as an annual, requires the Company's
direct attention during planting in spring and harvest in the fall. The
Stevia plant can be grown as a perennial in warmer climates where there is no
killing frost, such as Southern California, and as an annual in colder
climates during the summer growing season.
Working Capital Items. The Company does not currently have working capital
for its operations. The Company intends to liquidate assets to obtain capital
for payment of its debts. See "General Development of Business."
The Company's cash flow during Fiscal 1998 was derived from leasing its
facility in Pueblo, Colorado and advances from an affiliate, Biosynergy, Inc.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and "Certain Relationships and Related Party Transactions."
Major Customers. The Company did not have sales in Fiscal 1998 and did not
acquire any significant customers or contracts during Fiscal 1998.
Backlogs. The Company currently does not have a backlog of orders.
<PAGE>
Government Contracts. The Company does not have any portion of its business
that may be subject to negotiation or re-negotiation of profits or termination
of contracts or sub-contracts at the election of the government.
Competition.
Rebaudioside A Sweetener
Total annual sweetener sales exceed ten billion dollars in the United States.
There are two major segments in the sweetener market - caloric sweeteners and
non-caloric or substantially non-caloric sweeteners. The caloric sweeteners
account for about 88% of all sweetener usage. Within this segment, there are
two main product categories: (1) Cane and beet sugar; and (2) Corn sugar such
as dextrose, glucose, and high fructose corn syrup. While high fructose corn
syrup has different taste characteristics and related formulating
requirements, it offers a lower and more stable price than cane and beet
sugar. It is now used widely in the soft drink and food processing
industries.
Currently, there are only four approved non-caloric or substantially
non-caloric sweeteners on the market in the United States which are
potentially competitive with rebaudioside A, all of which are synthetic. They
are saccharin, cyclamates, aspartame and sucralose.
Saccharin is a synthetic sweetener about 300 times sweeter than sugar and is
generally deemed to have a pronounced bitter aftertaste. Studies have shown
rebaudioside A to have "low off and (low) bitter after tastes," which should
permit it to compete with saccharin. Sherwin-Williams is presently the only
known U.S. producer of saccharin. In 1977, the FDA deemed saccharin unsafe
and promulgated regulations barring its use. In response to consumer and
industry pressure, Congress temporarily halted the recall of saccharin, the
only non-caloric sweetener in use at the time of their action. It is not
known at this time whether saccharin will be eventually removed from the
market.
Aspartame, which is approximately 200 times sweeter than sugar, was developed
by G.D. Searle and is believed currently to be produced by the Nutra Sweet
Company division of Monsanto, Co. and a limited number of other producers
worldwide. Aspartame is considered a synthetic sweetener because it is
man-made by the chemical combination of two naturally occurring compounds,
aspartic acid and phenylalanine. Aspartame was approved for use by the FDA in
some foods in 1974; however, approval was removed in 1975 pending further
investigation. Concern centered on its content of phenylalanine, which cannot
be degraded by some individuals having a genetic defect involving
phenylalanine metabolism. One child in ten thousand is born with this disease
in which phenylalanine must be restricted if the infant is to develop
normally. Another concern is with the aspartic acid contained in aspartame,
which has been shown to produce brain lesions in newborn infants when
administered in high doses. During 1981, the FDA decided that the studies to
date were too inconclusive to continue denial of G.D. Searle's petition for
FDA approval, and therefore approved aspartame for human consumption.
<PAGE>
Aspartame breaks down and loses sweetness at temperatures in excess of about
105 degrees Celsius. It is not practical, in management's opinion, to use
aspartame for certain cooking or food processing applications involving
relatively high temperatures. Also, aspartame losses sweetness relatively
quickly when added to acidic solutions such as soft drinks. Nevertheless,
aspartame sales of 13 million in 1981, 74 million in 1982, 336 million in
1983, 585 million in 1984, and 700 million in 1985 were reported. Sales
figures are not available for years after 1985. Management of the Company
believes the superior stability characteristics of rebaudioside A and its
natural source would allow it to compete with aspartame.
Acesulfame K is a non-caloric synthetic sweetener discovered in West Germany
and has been developed by American Hoechst Corporation. The sweetener is
reportedly 130-200 times sweeter than sugar with some bitter aftertaste when
used as the sole sweetener in a product. Acesulfame K has good acid and
temperature stability, and safety studies have reported no "ill effects" to
date. On July 29, 1988, it was announced that the FDA approved acesulfame K
for use as a food additive in the United States. It is marketed under the
trade name "Sunette." The sweetener has also been approved for use in the
United Kingdom and West Germany. Management of the Company believes the
superior taste characteristics of rebaudioside A and its natural source would
allow it to compete with acesulfame K.
Sucralose, which is approximately 600 times sweeter, is currently produced by
the McNeil Specialty Products Division of Johnson & Johnson. Sucralose was
approved by the FDA for use in fifteen types of foods and beverages in April,
1998. Sucralose, which had previously been approved in 27 other countries,
was first submitted for approval by the FDA in 1987. The FDA said it took 11
years for the approval to clear all the regulatory hurdles because of the vast
amount of information that needed to be reviewed. Certain questions have been
raised about sucralose causing weight loss or potential side effects for
diabetic patients, but further studies have satisfied the FDA that Sucralose
is safe. Sucralose, which contains no health warnings, tastes similar to
sugar and doesn't have the after taste that some consumers complain about with
saccharin. Unlike aspartame, it doesn't lose its sweetness over time and
doesn't break down when heated. Management believes that sucralose, because
of its superior taste characteristics to aspartame, may ultimately provide
strong competition to all sweetners, including Rebaudioside A.
Several alternative sweeteners have been under evaluation or development for
many years. Only limited information is available to the Company regarding
these sweeteners. These include cyclamate (which was barred by the FDA in
1969 and has not been approved based on a 1982 FDA petition submitted by
Abbott Laboratories and the Calorie Control Counsel), TalinR; Alitame
(L-aspartyl-D-alanyl methyl ester); maltitol; neohesperidin dihydrochalcone;
L-sugars; polysugar; cholorinated sugar derivaties; glycyrrhizin; monellin; and
miraculin. Although most of these sweeteners have been under development for
a number of years, no significant technical achievements by a developer have
occurred to the knowledge of management of the Company.
<PAGE>
Diterpene Glycoside Flavor Enhancer:
Currently, only a handful of flavor enhancers are used in the U.S. The most
commonly used enhancers include salt (however, the majority of salt use is at
higher flavoring levels), monosodium glutamate (MSG), protein hydrolysates,
nucleotides (primarily 5' guanylate and 5' inosinate), and the pyrones, maltol
and ethyl maltol. Except for the pyrones, these enhancers are used to enhance
meat or protein tastes in foods. Maltol and ethyl maltol are used in baked
goods, gelatin and dairy product desserts, and beverages to enhance sweetness,
to impart a fresh-baked odor to bakery products, and to enhance synthetic
berry and citrus fruit flavors.
In 1967 U.S. sales of flavoring agents and enhancers were approximately $158
million. 1983 U.S. sales of flavor extracts and syrups alone exceeded $4.2
billion. In 1979, 1,610 synthetic and 502 natural food flavoring agents were
used in the United States. Information regarding the total U.S. flavor
enhancement market is not readily available. However, the Flavor and Extract
Manufacturers' Association reported U.S. usage of 284.4 million pounds of MSG,
52,690.5 pounds of ethyl maltol, and 10,405.8 pounds of maltol in 1982. This
would correspond to U.S. sales of approximately $251.4 million, $2.47 million,
and $0.44 million, respectively, in 1982. More current information regarding
the flavor enhancement market is not readily available at this time.
Management believes that the current direction of the U.S. food industry is
utilizing more synthetic flavoring agents, producing more "convenience" foods,
and the flavor enhancing characteristics of the DTGs will result in a market
for the Company's flavor enhancers. Since mose of the current flavor
enhancers in the U.S. market are meat-flavor enhancers, it is likely that the
DTGs would have had relatively little initial competition in their market
segment.
Diterpene Glycoside Raw Material for Plant Hormones:
It has been estimated that total 1980 plant growth regulator sales were $40
million for the U.S. and $118 million world-wide. While information
concerning the quantities of GAs used commercially is difficult to obtain,
ICI, Ltd. estimated that 12-15 tons were used in 1980. This represents an
annual retail market value of approximately $12.9 - $18.2 million. Today
Abbott Laboratories (Chemical and Agricultural Products Division) is the only
known manufacturer of GAs in the western hemisphere.
<PAGE>
Because of the high costs of GAs, stevioside and/or steviol could be valuable
as a raw material for GA production to 1) permit the commercial production of
plant GAs which are normally not produced by the GA-producing mold, and which
may be more potent for certain agricultural applications than the normal mold
GAs; and 2) potentially to serve as a high-yield raw material for gibberellic
acid so production costs could be reduced. Either use could expand the
current GA market. Management of the Company believes that it is possible to
commercialize the DTGs as GA raw material without competition since the
Company is not aware of any GA raw materials or precursors used commercially
at the present time.
Stevia leaves:
Stevia leaves, because of their DTG content, can also be used as sweetening
agents and flavor enhancers. Furthermore, the use of Stevia leaves may be
preferred in many applications over the use of extracted rebaudioside A or
DTGs. The Company intended to offer to its customers Stevia leaves for use in
flavoring or sweetening herbal teas, tobacco products, and other food products
having compatible taste characteristics. There are several trading companies
importing Stevia leaves from China, Taiwan, Korea, S.E. Asia and Japan.
However, Management believes none of the trading companies would have had
access to the Company's Stevia leaves from its protected plant (See "Proposed
Products") or Stevia leaves having a high rebaudioside A content, which is the
main factor in grading Stevia leaves. Although imported Stevia leaves may in
many instances be less expensive than the Company's Stevia leaves, quality
considerations, availability, and lack of trade restrictions will likely have
made the Company's Stevia leaves more desireable, in management's opinion.
Potential competitors of the Company have substantially larger resources,
technical staffs, managing capabilities and sales and service organizations
than the Company. Despite the Company's patents and other proprietary
protection with respect to certain of its products and processes, the
achievement by any competitor of a substantial technological advance in
similar products or processes and the successful marketing of such products
could likely cause a severe reduction in the pricing and marketing of the
proposed products of the Company.
Research and Development. The Company currently is not conducting any
research and development. Previous research was directed to the development
of improved methods of extracting and purifying rebaudioside A from Stevia
leaf material, improve growing techniques, and research required for the
processing facility in Pueblo, Colorado, including quality control
procedures. The amounts expensed as research and development costs during the
fiscal years ending April 30, 1996, 1997 and 1998 were primarily for overhead,
and not for active research and development. There were no amounts
spent during the fiscal years ending in 1996, 1997 and 1998 on
consumer-sponsored research activities relating to the development of new
products, services, or techniques, or the improvement thereof.
<PAGE>
Government Regulation. The Company is subject to stringent government
regulation regarding the conduct of certain portions of its business.
Products of the Company which are to be used as food additives in the United
States are subject to a pre-clearance process and regulation by the FDA or
other governmental authorities. The Company has not submitted a food additive
petition to the FDA for its rebaudioside A sweetener, its DTG flavor
enhancers, or any other products, and it has not initiated complete toxicity
testing of these materials, which takes approximately three years to complete
and is required in connection with the submission of such petition. There is
no assurance the results of toxicity studies would be favorable.
Prior to FDA approval of the Company's sweetener and by products as food
additives, the Company intended to distribute its sweetener and flavor
enhancers in the United States as dietary supplements and ingredients for
products which use is not subject to the food additive petition process. The
Company would have been required to register with the FDA as a cosmetic
ingredient manufacturer once marketing of its products for use in oral hygiene
products commenced. The Company would then be subject to certain guidelines
for conformance with good manufacturing practices and certain record-keeping
requirements. The Company is also subject to government regulation in foreign
countries which regulate the use of food additives. To the best of
management's knowledge, Stevia sweeteners and other products are authorized
for use only in Japan, Brazil, Argentina and Paraguay.
Environmental Protection Expenditures. The Company's operations are not
currently subject to any federal, state or local laws regulating the discharge
of materials into the environment which materially affect earnings or the
competitive position of the Company, nor has there been or is there expected
to be any capital expenditures made to comply with such laws during the next
fiscal year.
Employees. The Company presently employs a part-time receptionist and a
part-time bookkeeper, who are also employed by Biosynergy, Inc., an
affiliate. The President and Chairman of the Board provides his services at
no cost to the Company. The Secretary and Corporate Counsel provides legal
services on a fee for service basis.
Financial Information About Foreign and Domestic Operations and Export Sales.
The Company did not sell any of its proposed products in foreign markets
during the fiscal year ending April 30, 1998. See "Proposed Marketing and
Distribution."
<PAGE>
Item 2. Description of Property.
The executive offices and research and development facilities of the Company
are located at 1940 East Devon, Elk Grove Village, Illinois 60007. The
Company sub-leases a portion of these premises from an affiliate company,
Biosynergy, Inc., under a master lease which expires January 31, 2001. The
entire facility consists of 10,400 feet, fifteen percent of which is utilized
by the Company. A small amount of equipment, Stevia leaves and Stevia seeds
are currently stored at the Company's Elk Grove Village, Illinois facility.
The Company owns 25 acres of land located in the Pueblo, Colorado Memorial
Airport Facility. The Company constructed a 16,800 sq.ft. building on the
site, completed in March, 1985, to house its proposed processing facility.
This building is leased to a non-affiliate of the Company. The Company has
entered into an agreement with the current lessee of the Company's Pueblo,
Colorado facility for the sale and purchase of such facility. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Item 3. Legal Proceedings.
There is no material litigation threatened or pending against the Company or
any of its properties.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Part II
Item 5.Market for Registrant's Common Stock and Related Shareholder Matters.
Market Information.
The Company's Common Stock is traded in the over-the-counter market, however,
there is no established trading market due to limited and sporadic trades.
The Company's common stock is not quoted on any recognized exchange or
market. The Company's common stock prices are quoted in the Stock Section of
the National Daily Quotation Service ("Pink Sheets"). These quotations do not
necessarily reflect actual transactions nor represent the actual value or
trading price of the Company's common stock. Additional information is also
available from broker-dealers trading such common stock. Price information
for Fiscal 1997 and 1998 was not available.
Holders.
As of April 30, 1998, there were approximately 800 holders of record of the
Company's Common Stock.
<PAGE>
Dividends.
The Company has never declared any dividends. The Company does not intend to
declare and pay any dividends.
Item 6. Selected Financial Data.
Below is selected financial data for the fiscal years ending April 30, 1998,
1997, 1996, 1995, and 1994.
<TABLE>
<CAPTION>
----------------------------------------------------------------
Fiscal Fiscal Fiscal Fiscal Fiscal
Year Year Year Year Year
Ended Ended Ended Ended Ended
April 30, April 30, April 30, April 30, April 30,
1998 1997 1996 1995 1994
Unaudited(1) Unaudited(1) Unaudited(1) Unaudited(1) Unaudited(1)
------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net Sales - - - - $ 4,127
Loss From
Operations ($ 49,155) ($ 37,407) ($ 33,519) ($ 55,831)(3) ($118,910)(2)
Loss From
Operation
per Common
Share ($ .001) ($ .001) ($ .001) ($ .002) ($ .004)
Total Assets $557,141 $606,588 $617,423 $629,582 $667,991
Long-Term
Obligations - - - - -
Shareholders
Equity $ 22,035 $ 71,190 $108,597 $142,116 $197,947
Cash Dividends
declared per
share NONE NONE NONE NONE NONE
___________
<FN>
(1) The Company's financial statements for the fiscal year ending April 30,
1994, 1995, 1996, 1997 and 1988 have not been audited pursuant to Rule
210.3-11 of Regulation S-X promulgated under the Securities Exchange Act of
1934. See "Financial Statements and Supplementary Data."
(2) The loss from operations for Fiscal 1994 includes a loss of $33,789 due to
the sale and abandonment of certain inventory and equipment. See "Financial
Statements and Supplementary Data."
(3) The loss from operations for Fiscal 1995 includes a loss of $9,500 due to
the sale of certain equipment. See "Financial Statements and Supplementary
Data."
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
And Results of Operations.
Net Sales/Net Revenues
The Company had no sales of any products during Fiscal 1996, 1997, or 1998.
The Company did not produce rebaudioside A, or other products, on a commercial
basis during the fiscal year ending April 30, 1996, 1997 or 1998. See
"Proposed Manufacturing and Farming Operations."
The Company realized other income primarily as a result of leasing its
facility in Pueblo, Colorado to an unaffiliated third parties during fiscal
years ending April 30, 1996, 1997 and 1998. On September 1, 1993, the Company
entered into a three-year lease for its Pueblo facility with an unaffiliated
party. The lease provides for two one-year options. The second of such
options was exercised by the tenant. The lease provides for rent of $19,473
for the first two years, $20,466 for the third year, $22,394 for the first
option year and $23,264 for the second option year. The Company has entered
into an agreement to sell the Pueblo, Colorado facility to the current lessee,
and therefore does not expect any rental revenues after the closing of such
transaction scheduled for December 1, 1998. See "Liquidity and Capital
Resources". The remaining miscellaneous income was due to prior period
adjustments and write off of certain accounts payable.
Costs and Expenses
The overall operating expenses of the Company decreased during Fiscal 1998 as
compared to Fiscal 1997 by $1,351, and increased by $52 as compared to the
fiscal year ending April 30, 1996. The decrease in operating expenses was
primarily a result of a reduction in common expenses allocated to the Company
for employees, supplies and the facilities in Elk Grove Village, Illinois
because of the Company's continued slow down in operations. See "Liabilities"
below. The Company has limited expenditures to only those necessary to
maintain the Company. Most of the current expenses are overhead and
administrative items.
Net Loss
The Company's net loss was $49,155 for the fiscal year ending in 1998 as
compared to $37,407 in Fiscal 1997 and $33,519 in Fiscal 1996. Included in
the net loss for Fiscal 1998 is a loss of $18,361 due to the write-down of
seed inventory. The seeds are substantially non-vaible and would require
regeneration to be useful. The Company realized increased rental revenues
which contributed to an improved bottom line in Fiscal 1997 and 1998.
Otherwise, the components related to the Company's operating position for the
last three fiscal years has not materially changed. See "Costs and Expenses"
and "Net Sales/Net Revenues" above. See also "General Development of
Business".
<PAGE>
As of April 30, 1998, the Company has net tax operating loss carry overs
aggregating $3,026,360. 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 alter the Company's net
operating loss carryforward position, and the net operating loss carry
forwards will be available and expire, if not used, as set forth in Footnote
11 to the Financial Statements for the year ending April 30, 1998. See
"Financial Statements."
ASSETS/LIABILITIES
Assets
The assets of the Company have not materially changed during the past three
years. Management of the Company intends to sell the Pueblo, Colorado
facility to satisfy the liabilities of the Company. See also "Liquidity and
Capital Resources below."
Liabilities
With the exception of an increase in the amount of due to affiliated companies
and accounts payable, there has been substantially no material change in the
liabilities of the Company during the past three years.
The amounts due to affiliates at April 30, 1998 include $70,412 payable to F.
K. Suzuki International, Inc. ("FKSI") and $298,335 payable to Biosynergy,
Inc. ("Biosynergy"). The amount due to FKSI represents amounts payable under
an irrevocable exclusive licensing agreement with FKSI for the license of
certain technology, including the rebaudioside A patent and Stevia leaf
technology. The Company was originally obligated to pay $75,000 per year to
FKSI in exchange for this license. Effective May 1, 1988, this agreement was
amended to provide that the Company will pay royalties in the amount of 3% of
revenues derived from the licensed technology in lieu of the fee of $75,000
per calendar year. See "Footnote 10 to the Financial Statements." The
Company and Biosynergy 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, 1998 was $298,335, as
compared to a payable of $278,874 at April 30, 1997. The amounts due to
Biosynergy reflect on-going transactions in the ordinary course of business
and do not represent any extraordinary transactions. Expenses include rent,
salary for common employees and related benefits, payroll overhead, utilities,
and certain legal expenses. Management of the Company believes it has been
more economical to share these expenses with Biosynergy, and will continue to
do so in the foreseeable future.
<PAGE>
As of April 30, 1997 and 1998, the Company had accrued, but not paid,
$124,524, of executive compensation payable to four individuals. These
individuals agreed to defer a portion of their salaries to improve the
Company's cash flow during the late 1980's.
Assets/Liability Ratio
The ratio of current assets to current liabilities (.016 to 1) is unacceptable
in light of the Company's resource requirements. The Company's current assets
consist primarily of inventories. It is unknown how much inventory the
Company can sell, if any. Furthermore, the Company is not currently producing
additional inventory and therefore there can be no assurance of any long-term
sales. The inventory consists primarily of Stevia leaves, which have been
grown and harvested by the Company for sale or use in its initial processing
operations and a small quantity of rebaudioside A. See "Liquidity and Capital
Resources" below.
Liquidity and Capital Resources
The Company's working capital decreased during the fiscal year ending April
30, 1998, due primarily to the continuing net losses of the Company. The
Company presently does not have, nor is it able to obtain a working line of
credit.
The Company's continuing inability to obtain financing or alternative
operations has made it practically impossible to continue with the Company's
proposed business plan. See "General Development of Business", "Proposed
Products" and "Proposed Manufacturing and Farming Operations." As a result,
the Company intends to sell its Pueblo, Colorado facility to satisfy its
outstanding debt.
The Company has been leasing its Pueblo, Colorado facility to an unaffiliated
third party for almost five years. The lease provided for base rent of
$19,473 for the first two years, $20,466 for the third year, $22,394 for the
first option year and $23,264 for the second option year. The proceeds from
leasing such facility have been used primarily to offset expenses of the
Company. However, the cash flow from leasing the facility in Pueblo does not
cover all of the expenses of the Company, and furthermore, there is no
assurance the Company will be able to continue leasing its facility.
The Company has entered into a contract to sell its Pueblo, Colorado facility
to the current lessee for a sales price of $475,000. The Company's book value
of the facility, including the land, is $484,327. The closing of the sale is
expected to take place on or before December 31, 1998.
Management believes that the proceeds from the sale of the Pueblo, Colorado
facility and the other assets of the Company will be sufficient to satisfy 90%
or more of the Company's liabilities. The Pueblo, Colorado facility was
appraised at $600,000, which included land value of $190,000. However, the
City of Pueblo is currently selling real estate in the area for $1 per acre,
thus reducing the selling price of the real estate substantially. No other
independent analysis has been made of the transaction.
<PAGE>
In addition to the other assets of the Company as otherwise discussed herein,
the Company also owns 1,900,000 shares of the common stock of Biosynergy.
Biosynergy's common stock is traded over-the-counter and the stock prices are
reported on the "pink sheets." The bid price at April 30, 1997 was estimated
to be $.01 per share. Although the Company is free to sell Biosynergy 's
common stock subject only to quantity restrictions under Rule 144, there is no
public market for such common stock.
Item 8. Financial Statements and Supplementary Data.
The information required by this item is set forth at pages F-1 to F-13. The
Company's financial statements for the fiscal years ending April 30, 1996,
1997 and 1998 have not been audited pursuant to Rule 210.3-11 of Regulation
S-X promulgated under the Securities Exchange Act of 1934, which provides that
an inactive entity need not submit audited financial statements with reports
filed pursuant to the Securities Exchange Act of 1934. An inactive entity is
defined as an entity having gross receipts from all sources and expenditures
for all purposes not in excess of $100,000 each, which has not purchased or
sold any of its own stock, granted options therefore, or levied any
assessments against outstanding stock, had no material change in business,
including any material acquisitions or dispositions of assets, and which is
not required to publish audited financial statements by an exchange or
governmental authority having jurisdiction. In the opinion of management, the
Company met the criteria of an inactive entity for the fiscal years ending
April 30, 1996, 1997 and 1998.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
The information contained in Items 10, 11, 12, and 13 is the same information
to be included in the Registrant's definitive proxy statement, if any, to be
filed with the Commission, and is included herein for convenience only.
<PAGE>
<TABLE>
Item 10. Directors and Executive Officers of the Registrant.
<CAPTION>
The executive officers and directors of the Company are:
<S> <C> <C> <C>
Positions currently Served in Office
Name Age with the Company Since
Fred K. Suzuki (1) 68 Chairman of the Board November, 1976
of Directors, President June, 1991
and Treasurer
Lauane C. Addis (1) 42 Corporate Counsel, February, 1984
Secretary and June, 1991
Director February, 1987
James F. Schembri 63 Director May, 1992
- -------------
<FN>
(1) Mr. Addis resigned as President, Chief Executive Officer, Treasurer, and
Chief Financial Officer effective June 30, 1991. At that time, Mr. Suzuki was
named President and Treasurer. Mr. Addis was named Secretary of the Company
effective June 30, 1991.
</TABLE>
There is no arrangement or understanding between any of the directors or
officers of the Company and any other person pursuant to which any director or
officer was or is to be elected as a director or officer.
The term of office for the members of the Board of Directors extends to the
next regular meeting of the shareholders and until their successors are duly
elected, or until they resign. The term of office for the officers of the
Company extends until they resign, are not re-elected by the Board of
Directors, or otherwise replaced by the Board of the Directors of the
Company.
<PAGE>
Business Experience
Certain information regarding the business experience of the directors,
officers, significant employees, and consultants of the Company is set forth
below:
Fred K. Suzuki, Chairman of the Board of Directors, President and Treasurer.
Mr. Suzuki is founder of the Company and has served as Chairman of the Board
of Directors since the Company's inception. Mr. Suzuki served as President of
the Company since its inception in 1976 to February 1983, and as Chief
Executive Officer from the Company's inception until November 1983. Mr.
Suzuki was again elected President and Treasurer of the Company effective June
30, 1991. Mr. Suzuki is also President and Chairman of the Board of directors
of F.K. Suzuki International, Inc. ("FKSI"), parent of the Company, President,
Treasurer and Chairman of the Board of Directors of Biosynergy, Inc. ("BSI"),
and President and Chairman of the Board of Directors of Medlab, Inc.
("Medlab"), and Suzuki International, Inc. ("SI"), affiliates of the Company.
FKSI is a holding Company of Medlab, BSI and the Company. As such, it has no
other business operations. See "Security Ownership of Certain Beneficial
Owners and Management." Medlab is a dormant company, organized to develop,
manufacture, and market scientific products. BSI is in the business of
developing, manufacturing, and marketing disposable thermographic and
thermometric devices utilizing cholesteric liquid crystal technology. SI is a
marketing company owned solely by Mr. Suzuki. Mr. Suzuki has developed
several patents or patents pending for clinical instruments and licensed them
to unaffiliated corporations. Theses patents, patents pending, and devices do
not inure in any way to the benefit of the Company. Mr. Suzuki holds four
patents in the area of liquid crystal chemistry. Mr. Suzuki attended
Roosevelt University from 1951 to 1954, where he studied Chemistry and Bi.
Lauane C. Addis, Corporate Counsel, Secretary and Director. Mr. Addis is a
member of the law firm of Katz, Karacic, Helmin & Addis, P.C., Chicago,
Illinois. Mr. Addis served as President and CEO of the Company from March,
1987 to June 30, 1991. From February 1984 to March 1987, Mr. Addis served as
Vice President - Finance and from October 1985 to March 1987, he served as
Secretary. Mr. Addis resigned as the Company's President, Chief Executive
Officer, Treasurer and Chief Financial Officer effective June 30, 1991. Mr.
Addis is Corporate counsel, Secretary and a Director of BSI, and an Officer
and Director of FKSI, affiliate of the Company. Mr. Addis graduated from
Andrews University with a B.A. in History and Business Administration in June
1978. He received his Degree of Juris Doctor from Baylor University in 1981
and his Masters of Laws in taxation from the University of Denver in 1982.
Mr. Addis is a member of the Colorado Bar, the Illinois Bar and the Texas Bar.
James F. Schembri, Director. Mr. Schembri was elected to the Board of
Directors on May 29, 1992. Mr. Schembri is the founder and President of
Schembri & Associates (formerly Automatic Controls Company). This company was
a manufacturer's representative with offices in Michigan, Ohio and Kentucky.
It currently is involved in specialized lending situations with Equity
Funding, Inc. of West Bloomfield, Michigan. Mr. Schembri is one of the
founders and President of Fenton Systems, Inc., Burton, Michigan. In addition
to these activities, Mr. Schembri is founder and President of Wickfield
Leasing Company, which leases automobiles and office equipment.
Mr. Schembri is a director of Biosynergy, Inc., an affiliate. Mr. Schembri
received his Bachelor of Science Degree in Mechanical Engineering from the
University of Detroit in June, 1957.
Lauane C. Addis is the son-in-law of Fred K. Suzuki.
<PAGE>
Involvement in Certain Legal Proceedings
There are no legal proceedings involving any of the officers or directors, or
persons nominated to become a director or executive officer of the Company,
which are material to an evaluation of the ability or integrity of same.
Item 11. Executive Compensation.
The following summary compensation table sets forth a summary of compensation
for services in all capacities to the Company during the fiscal years ended
April 30, 1998, 1997, and 1996 paid to the Chief Executive Officer. None of
the Company's other executive officers received annual salary and bonus for
such fiscal years exceeding $100,000.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term
Annual Compensation Compensation
<S> <C> <C> <C> <C> <C> <C>
Award
Name and Other
Principal Annual All Other
Position Year Salary Bonus Compensation(1) Options(#) Compensation
Fred K. Suzuki 1998 0 - - - $3,108(2)
President, 1997 0 - - - -
Chairman of 1996 0 - - - $ 954 (2)
the Board and
Chief Executive
Officer
- -------------
<FN>
(1) No executive officer received perquisites in excess of the lesser of
$50,000 or 10% of the aggregate of such officer's salary and bonus.
(2) Fred K. Suzuki received interest, accrued and paid, aggregating $3,108.00
and $1,027.00 during Fiscal 1998 and 1996, respectively, due to loans made by
Mr. Suzuki to the Company. See "Financial Statements and Supplementary Data."
</TABLE>
All the officers and directors are reimbursed for out-of-pocket expenses
incurred in connection with the Company's business. The directors of the
Company are not compensated in their capacity as directors. See, however,
"Certain Relationships and Related Party Transactions."
The Company does not have any pension or profit-sharing plans in effect for
the benefit of its employees, including its officers and directors. Such
plans may be adopted in the future if deemed in the best interests of the
Company by its Board of Directors.
<PAGE>
Stock Options
No options were granted to the Chief Executive Officer and the Company's four
other most highly compensated executive officers (other than the Chief
Executive Officer) whose total annual salary and bonus for fiscal year 1998
exceeded $100,000, and such officers did not exercise any options during
fiscal year 1998. The following table sets forth the aggregate value as of
April 30, 1998 of unexercised options held by the President of the Company.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<CAPTION>
Number of Value of
Unexercised Unexercised
Options at in-the-Money
Shares Fiscal Year Options at
Acquired End (#) Fiscal Year End
on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ------ ------------ ------------- ------------- ----------------
<S> <C> <C> <C> <C>
Fred K.
Suzuki,
President
and - - 1,499,994/0 (1) $0/0
Chairman
of the - - 1,448,917/0 (2) $0/0
Board
- ------------
<FN>
(1) On November 1, 1989, the Company's President, Fred K. Suzuki, agreed to
forego his salary in exchange for an option to purchase 83,333 shares of the
Company's no par value common stock for each month he was not paid salary at
an option price of $.025 per share. The market value of the Company's common
stock on November 1, 1989 was less than $.025 per share. This option is
exercisable at any time after November 1, 1989, and until one year after Mr.
Suzuki receives all of his deferred compensation due October 31, 1989, his
salary is reinstated, or he is no longer employed by the Company, whichever is
latter. The option provides for adjustments to prevent dilution in the event
of capital reorganizations. Effective April 30, 1991 Mr. Suzuki agreed to
discontinue the accrual of this option. At April 30, 1997, a total of
2,999,988 shares were subject to this option granted to Mr. Suzuki. See
"Certain Relationships and Related Party Transactions."
(2) On November 1, 1989, Mr. Suzuki was granted an option to convert all or a
portion of his deferred compensation into shares of the Company's no par value
common stock at a conversion rate of $.025 of deferred compensation per
share. The market value of the Company's common stock on November 1, 1989 was
less than $.025 per share. This conversion can only occur in the event the
Company has sufficient liquid assets to pay all employee taxes due upon
issuance of the shares. This option provides for adjustments to prevent
dilution in the event of capital reorganization. At April 30, 1998, a total
of 1,448,917 shares have been reserved for Mr. Suzuki's option.
</TABLE>
Compensation Committee. The Company does not have a Compensation Committee of
its Board of Directors. The Board of Directors makes all decisions concerning
executive officers compensation including, but not limited to, the
granting of options to acquire common stock of the Company. The President of
the Company, F sole authority, as granted by the Board of Directors, to make
compensation decisions for other employees of the Company.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following Table sets forth, as of April 30, 1998, certain information with
respect to Common Stock Ownership by the Company's directors, certain
affiliates of the Company, all officers and directors of the Company as a
group, and all persons known to the Company who beneficially own in excess of
5% of the Company's Common Stock. Unless otherwise indicated, all of the
following persons have sole voting and investment power with respect to the
Shares they beneficially own.
<TABLE>
<CAPTION>
Name and Address
(if appropriate) Number of Percent of Relationship
of Beneficial Owner Shares Class to Company
- --------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
F.K. Suzuki
International, Inc. 17,978,488 55.84% Owner in
1940 E. Devon Avenue excess of 5%
Elk Grove Village, IL of the Company's
60007 (1,2) Common Stock/
Affiliate
Biosynergy, Inc. 130,403 .41% Affiliate
1940 E. Devon Avenue
Elk Grove Village, IL
60007(1,2)
Fred K. Suzuki 18,108,891 56.25% Beneficial
710 S. Kennicott Ave. owner in
Arlington Heights, IL excess of 5%/
60005 (1,2) Chairman of
the Board of
Directors,
President and
Treasurer
Lauane C. Addis 17,989,504 55.87% Beneficial Owner in
1819 Orleans Circle excess of 5%/
Elk Grove Village, IL Corporate Counsel,
60007 (3) Secretary
and Director
James F. Schembri 72,250 .23% Director
19115 W. Eight Mile Rd.
Detroit, MI 48219
<PAGE>
All Directors and
Officers
as a group
(3 individuals) (4) 18,192,157 56.51% -------------
- -----------------------------------------------------------------------------
<FN>
(1) Fred K. Suzuki is President of F.K. Suzuki International, Inc. ("FKSI")
and owns 35.6% of the outstanding Common Stock of FKSI. Mr. Suzuki is also
President, Treasurer and a director of Biosynergy, Inc., of which FKSI owns
18.81% of the outstanding Common Stock of Biosynergy, Inc.
(2) Mr. Suzuki personally holds of record no Shares of the Company's Common
Stock but is deemed to be beneficial owner, by reason of voting and
disposition control, of 18,108,891 shares, which includes 17,978,488 shares of
the Company owned by FKSI, of which Mr. Suzuki is President and a controlling
shareholder, and 130,403 shares owned by Biosynergy, Inc., of which Mr.
Suzuki is President and F.K. Suzuki International, Inc. is a 18.81%
shareholder. See also, "Stock Options" above.
(3) In addition to the 11,016 shares directly owned by Mr. Addis, Mr. Addis
owns 32.7% of the outstanding common stock of FKSI. FKSI currently
beneficially owns 17,978,488 shares or 55.84% of the Company's Common Stock,
and therefore Mr. Addis is deemed to be beneficial owner, by reason of
dispositive and voting control, of 17,989,504 shares of the Company's Common
Stock. See also, "Stock Options" above.
(4) Does not include up to 4,448,905 shares which may be acquired by Mr.
Suzuki and Mr. Addis upon exercise of certain options granted in lieu of
salaries. See "Stock Options" above.
</TABLE>
Changes in Control
- ------------------
The Company does not know of any arrangements, the operations of which may at
a subsequent date result in a change in control in the Company, nor has a
change in the control of the Company occurred during the last fiscal year.
See, however, "Stock Options" above.
Item 13. Certain Relationships and Related Party Transactions.
The Company and Biosynergy, Inc. ("BSI"), an affiliate of the Company, share
office space. The companies account to each other and charge for shared
office expenses on an on-going basis resulting in net payables of $278,874 at
April 30, 1997 and $298,335 at April 30, 1998. It is believed by management
that by sharing common areas and office space with BSI, expenses will be
reduced, and kept at a minimum. It is anticipated that the Company will
continue to share office space and common expenses with BSI in the near
future. See "Managements' Discussion and Analysis of Financial Condition and
Results of Operations."
On November 1, 1989, Lauane C. Addis and Fred K. Suzuki agreed to forego their
salary in exchange for an option to purchase 83,333 shares of the Company's no
par value common stock for each month they were not paid salary at an option
price of $.025 per share. Mr. Addis and Mr. Suzuki agreed to discontinue the
accrual of these options as of April 30, 1991. In addition to the above, Mr.
Suzuki was granted an option to convert all or a portion of his deferred
compensation aggregating $36,223 into shares of the Company's no
par value common stock at a conversion rate of $.025 of deferred compensation
per share. See "Stock Options" above.
Lauane C. Addis, and other members of the law firm of Katz, Karacic, Helmin &
Addis, P.C., perform legal services from time to time for the Company,
including the preparation and filing of this Report, on a fee for service
basis. During Fiscal 1998, such fees totaled $2,692. Mr. Addis is an
officer, director and major shareholder of the Company, and is also the
son-in-law of Fred K. Suzuki, President and Chairman of the Board of
Directors. See "Directors and Executive Officers of the Registrant" and
"Security Ownership of Certain Beneficial Owners and Management."
Except with regard to the above, there were no other transactions involving
management of the Company or any third party during the last fiscal year which
accrued to the benefit of the major shareholders, officers or directors of the
Company.
<PAGE>
Part IV
Item 14. Exhibits, Financial Statement, Schedules and Reports on Form 8K.
The following financial statements, schedules and exhibits are filed as a part
of this report:
(a) (1) Financial Statements:
Balance Sheets as of April 30, 1997 and 1998.
Statements of Operations for the fiscal years ending April 30, 1996, 1997 and
1998.
Statements of Shareholders' Equity (Deficit) for fiscal years ending April 30,
1996, 1997 and 1998.
Statements of Cash Flows for the fiscal years ending April 30, 1996, 1997 and
1998.
Notes to Financial Statements.
(a)(2) List of inancial Statement Schedules:
The following financial schedules for the fiscal years ended April 30, 1998,
1997 and 1996 is submitted herewith.
Schedule XI - Real Estate and Accumulated Depreciation - P. S-1.
<PAGE>
Except as listed above, there are no financial statement schedules required to
be filed by Item 8 of this Form 10K except for those otherwise shown on the
financial statements or notes thereto contained in this report.
(b) Reports on Form 8K. No reports on Form 8K have been filed during the last
quarter of the period covered by this report.
(c) The Following Exhibits are Filed as a Part of this Report:
3. (a) Articles of Incorporation. (1)
(b) Bylaws. (2)
4. Instruments Defining the Rights of Security Holders, Including Indentures.
N/A
9. Voting Trust Agreement. N/A
10. Material Contracts.
(a) Deferred Compensation Option Agreement by and between Stevia Company,
Inc. and Fred K. Suzuki, effective November 1, 1989.(3)
(b) Deferred Compensation Option Agreement by and between Stevia Company,
Inc. and Lauane C. Addis, effective November 1, 1989.(3)
(c) Amendment to Deferred Compensation Option Agreement by and between
Stevia Company, Inc. and Fred K. Suzuki, effective April 1, 1991.(4)
(d) Amendment to Deferred Compensation Option Agreement by and between
Stevia Company, Inc. and Lauane C. Addis, effective April 1, 1991.(4)
(e) Lease Agreement, dated September 1, 1993, between the Company
and Pacific Aero Manufacturing, Inc.(5)
(f) Commercial Contract to Buy and Sell Real Estate dated June 1,
1998, between the Company and Pacific Aero Manufacturing, Inc. P. E-1
11. Statements Regarding Computation of Earnings Per Share. N/A
12. Statements Regarding Computation of Ratios. N/A
13. Annual Report to Security Shareholders. N/A
16. Letter Regarding Change in Certifying Accountants - N/A
18. Letter Regarding Changes in Accounting Principals. N/A
19. Previously Unfiled Documents. None
<PAGE>
22. Subsidiaries of Registrant. N/A
23. Published Report Regarding Matters Submitted to Vote of Security
Holders. N/A
24. Consent of Experts in Counsel - None.
25. Power of Attorney. N/A
26. Financial Data Schedule . P. E-10
27. Additional Exhibits. N/A
28. Information From Reports Furnished to State Insurance Regulatory
Agencies. N/A
- ---------------
[FN]
(1) Incorporated by reference to a Registration Statement filed on Form S-18
with the Securities and Exchange Commission, 1933 Act Registration Number
2-87364C, under the Securities Act of 1933, as amended, and incorporated by
reference, to the extent of Articles of Amendment, to Form 10K for Fiscal Year
ending April 30, 1986 filed with the Securities and Exchange Commission.
(2) Incorporated by reference to Form 10K for Fiscal Year ending April 30,
1987 filed with the Securities and Exchange Commission.
(3) Incorporated by reference to Form 10K for Fiscal Year ending April 30,
1990 filed with the Securities and Exchange Commission.
(4) Incorporated by reference to Form 10K for Fiscal Year ending April 30,
1991 filed with the Securities and Exchange Commission.
(5) Incorporated by reference to Form 10K for Fiscal Year ending April 30,
1994 filed with the Securities and Exchange Commission.
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
REGISTRANT: STEVIA COMPANY, INC.
- ---------------------------- --------------
Fred K. Suzuki, President Date
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities on the dates indicated.
- ---------------------------------- -------------
Fred K. Suzuki, Date
Chairman of the Board of Directors,
President, Treasurer and Chief
Accounting Officer
- ----------------------------------- -------------
Lauane C. Addis, Corporate Counsel, Date
Secretary and Director
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
REGISTRANT: STEVIA COMPANY, INC.
/s/ FRED K. SUZUKI JULY 21, 1998
- --------------------------- ----------------
Fred K. Suzuki, President Date
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities on the dates indicated.
/s/ FRED K. SUZUKI JULY 21, 1998
- ----------------------------------- ----------------
Fred K. Suzuki, Date
Chairman of the Board of Directors,
President, Treasurer and Chief
Accounting Officer
/S/ LAUANE C. ADDIS JULY 21, 1998
- ----------------------------------- ---------------
Lauane C. Addis, Corporate Counsel, Date
Secretary and Director
<PAGE>
STEVIA COMPANY, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 1998, 1997, AND 1996
<PAGE>
Board of Directors and Shareholders
Stevia Company, Inc.
Elk Grove Village, Illinois
The accompanying balance sheets of STEVIA COMPANY, INC. at April 30, 1998
and 1997 and the related statements of operations, shareholders' equity and
cash flows for the fiscal years ended April 30, 1998, 1997 and 1996 were not
audited pursuant to Rule 210.3-11 promulgated under the Securities Exchange
Act of 1934; however, the financial statements for the fiscal years ending
April 30, 1998, 1997 and 1996 reflect all adjustments (consisting only of
normal reoccurring adjustments) which are, in opinion of management, necessary
to provide a fair statement of the results of operations for the period
presented.
STEVIA COMPANY, INC.
July 1, 1998
F-1
<PAGE>
<TABLE>
STEVIA COMPANY, INC.
BALANCE SHEET
<CAPTION>
April 30,
1998 1997
Unaudited (3) Unaudited (3)
------------- --------------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash 1,873 6,574
Accounts Receivable 184 9,668
Inventories 6,962 25,323
Prepaid Expenses 5 5
Total Current Assets 9,024 41,570
PROPERTY AND EQUIPMENT (Notes 3 and 4)
Land 1,127 1,127
Furniture and Equipment 44,750 44,750
Building 483,200 483,200
Idle Facilities and Equipment 121,728 121,728
650,805 650,805
Less: Accumulated Depreciation 114,242 98,902
536,563 551,903
OTHER ASSETS
Investment in Affiliated Company (Note 5) - -
Patents, Net of Accumulated Amortization 11,554 13,115
11,554 13,115
557,141 606,588
========= =========
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
F-2
<PAGE>
<TABLE>
<CAPTION>
April 30,
1998 1997
Unaudited(14) Unaudited(14)
-------------- --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Accounts Payable 34,292 43,849
Notes Payable Officer (Notes 5 and 7) - 7,588
Due to Affiliates (Note 5) 368,747 349,286
Accrued Executive Compensation 124,524 124,524
Deferred Rent 315 309
Accrued Expenses 3,983 6,597
Total Current Liabilities 531,861 532,153
NON-CURRENT LIABILITIES (Note 3)
Tenant Security Deposit 3,245 3,245
COMMITMENTS AND CONTINGENCIES (Note 6,10
and 11) - -
SHAREHOLDERS' EQUITY (Notes 5 and 8)
Common Stock, No Par Value, 100,000,000
Shares Authorized as of April 30, 1998
and 1997; Issued 32,195,300 Shares at
April 30, 1998 and 1997 2,088,001 2,088,001
Additional Paid in Capital 100 100
(2,066,066) (2,016,911)
22,035 71,190
---------- -----------
557,141 606,588
---------- -----------
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
F-3
<PAGE>
<TABLE>
STEVIA COMPANY, INC.
STATEMENT OF OPERATIONS
<CAPTION>
YEAR ENDED APRIL 30,
1998 1997 1996
Unaudited(3) Unaudited(3) Unaudited(3)
------------ ------------- -------------
<S> <C> <C> <C>
REVENUES
Sales - - -
COST OF SALES/OTHER EXPENSES 0 1,407 1,403
Gross Profit (Loss) 0 ( 1,407) ( 1,403)
OPERATING EXPENSES
Marketing - 28 -
Research and Development 1,561 1,561 2,704
General and Administrative 56,712 58,035 55,517
58,273 59,624 58,221
(Loss) From Operations (58,273) ( 61,031) (59,624)
OTHER INCOME AND (EXPENSE)
Interest (Expense) ( 612) ( 1,536) ( 1,938)
Interest Income 332 - -
Rental Income 27,759 25,160 24,695
Miscellaneous Income - - 3,348
Gain (Loss) on Write down
Seeds (Note 1) ( 18,361) - -
9,118 23,624 26,105
NET (LOSS) ( 49,155) (37,407) ( 33,519)
------------- ------------- -----------
NET (LOSS) PER COMMON SHARE
(Note 9) ( .001) ( .001) ( .001)
------------- ------------- -----------
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 32,195,300 32,195,300 32,195,300
------------- ------------ -------------
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
F-4
<PAGE>
<TABLE>
STEVIA COMPANY, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
<CAPTION>
Common Stock Additional
Paid-In
Shares Amount Capital Deficit Total
------- ------ ------------ -------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE,
May 1, 1995
(Unaudited) 32,195,300 2,088,001 100 (1,945,985) 142,116
(Note 8) ----------- --------- ------------ ---------- --------
NET LOSS - - - ( 33,519 ) (33,519)
(Unaudited)
(Note 8)
BALANCE,
April 30, 1996 32,195,300 2,088,001 100 (1,979,504) 108,597
(Unaudited) ---------- --------- ---------- ----------- -------
(Note 8)
NET LOSS - - - (37,407) (37,407)
BALANCE,
April 30, 1997 32,195,300 2,088,001 100 (2,016,911) 71,190
---------- --------- ---------- ----------- --------
NET LOSS ( 49,155) (49,155)
BALANCE,
April 30, 1998
(Unaudited)
(Note 8) 32,195,300 2,088,001 100 (2,066,066) 22,035
---------- ---------- --------- ----------- --------
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
F-5
<PAGE>
<TABLE>
STEVIA COMPANY, INC.
STATEMENTS OF CASH FLOW
<CAPTION>
YEAR ENDED APRIL 30,
1998 1997 1996
Unaudited Unaudited Unaudited
--------- --------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net Loss ( 49,155) ( 37,407) ( 33,519)
Adjustments to Reconcile Net Loss to Net
Cash Used by Operating Activities:
Depreciation and Amortization 15,340 15,340 16,483
Amortization of Intangibles (Patents) 1,561 1,560 1,561
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable 9,484 ( 2,329) ( 7,339)
(Increase) Decrease in Inventories and
Prepaid Expenses (Note 3) 18,361 1,406 1,407
Increase (Decrease) in Accounts Payable and
Accrued Expenses (12,165) 6,059 5,375
Increase (Decrease) in Due to Affiliates 19,461 20,514 20,763
Net Cash Provided (Used) by Operating
Activities 2,887 5,143 4,731
INVESTING ACTIVITIES:
Net Cash Provided (Used) by Investing
Activities - - -
FINANCING ACTIVITIES:
Net Proceeds (Repayments) from Notes
Payable - Officer (7,588) - ( 2,986)
Net Proceeds (Repayments) from Notes
Payable - Other - - ( 1,792)
Net Cash Provided (Used) by Financing
Activities - - ( 4,778)
Increase (Decrease) in Cash and Cash
Equivalents 4,701 5,143 ( 48)
Cash and Cash Equivalents at Beginning of
Year 6,574 1,431 1,479
Cash and Cash Equivalents at End of Year 1,873 6,573 1,431
--------- --------- ---------
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
F-6
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1998, 1997 AND 1996
1. Summary of Significant Accounting Policies:
Inventories - Harvested crop inventories are stated at the lower of cost
(determined by actual specific lot production cost) or market. Seed inventory
is valued based upon their year of original harvest and their expected yield
of seedlings capability.
Components of inventories are as follows:
April 30, April 30,
1998 1997
Seeds - $ 18,361
Leaves 6,962 6,962
$ 6,962 $ 25,323
--------- ---------
Research and Development, and Patents - Research and development expenditures,
including depreciation of laboratory equipment, are charged to operations as
capitalized and amortized over seventeen years or life of the patent on the
straight-line method.
Buildings, Property and Equipment - Buildings, property and equipment are
stated at cost. Depreciation and amortization are computed, primarily on the
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.
Deferred Computer Software Charges - Charges for externally purchased computer
software are shown as deferred charges and are amortized over a 60 month
period from the date put into use.
Statements of Cash Flows - In accordance with Statement of Financial
Accounting Standards No. 95, issued in November, 1987, Statements of Cash
Flows are presented in place of Statement of Changes in Financial Position.
2. Company Organization and Description:
Stevia Company, Inc. was incorporated under the laws of the State of Illinois
on November 22, 1976.
The Company's primary purpose is to develop and manufacture natural products,
including sweeteners, derived from the Stevia rebaudiana plant. However, the
Company has been dormant for several years.
F-7
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1998, 1997 AND 1996
3. Property and Equipment:
In 1986, the Company completed construction of a building for a sweetener
production facility in Pueblo, Colorado on a parcel of land (25 acres)
acquired by the Company. The net price for construction of the building was
$483,200. The Company also purchased certain equipment for its processing
facility. Completion of the processing facility was terminated in 1987 due to
lack of funds. See Footnote 12.
On September 1, 1993, the Company entered into a three-year lease for its
Pueblo, Colorado facility with an unaffiliated third party. The tenant was
granted two one-year options and a first right of refusal to purchase the
Pueblo Colorado facility in the event the Company sells or otherwise disposes
of the facility. The lease provides for base rent of $19,473 for the first
two years, $20,466 for the third year, $22,394 for the first option year and
$23,264 for the second option year.
The Company has entered into a commercial contract to buy and sell real estate
dated June 1, 1998 for the sale of the Pueblo, Colorado facility to the
current lessee for a sales price of $475,000. It is anticipated that this
transaction will close on or before December 1, 1998.
4. Idle Facilities and Equipment:
During the year ended April 30, 1990, the Company reclassified the building
and equipment described in Note 3 as idle facilities. The carrying values of
such idle equipment were written down to the restored and recoverable values.
As of September 1, 1993, the building is no longer idle (See Note 3), and thus
only the equipment is carried as idle assets.
5. Related Party Transactions:
The Company was indebted to affiliated companies as follows:
April 30, April 30,
1998 1997
F.K. Suzuki International, Inc. $ 70,412 $ 70,412
Biosynergy, Inc. $298,335 $278,874
Totals $368,747 $349,286
F-8
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1998, 1997 AND 1996
5. Related Party Transactions: (Continued)
As of April 30, 1998 and 1997, the Company was indebted to F.K. Suzuki
International, Inc. for the net amounts due as a result of an irrevocable
exclusive license agreement with F.K. Suzuki International, Inc. described in
Note 10.
The Company shares common offices with Biosynergy, Inc. Each company has
incurred certain shared office expenses which have been allocated to the other
company. The Company has not been able to reimburse Biosynergy, Inc. on a
regular basis which has resulted in a net payables at April 30, 1998 and 1997.
The Company and its affiliates are related through Common Stock ownership as
follows on April 30, 1998
<TABLE>
S T O C K O F A F F I L I A T E
<CAPTION>
F.K. Suzuki
Stevia Biosynergy International Medlab
Stock Owner Company Inc. Inc. Inc.
- --------------------- ------- ---------- ------------- --------
<S> <C> <C> <C> <C>
Stevia Company, Inc. - 13.8% - -
Biosynergy, Inc. .4% - - -
F.K. Suzuki
International, Inc. 55.8% 18.8% - 100.0%
Medlab, Inc. - - - -
Fred K. Suzuki, Officer/ - - 35.6% -
Director
Lauane C. Addis, Officer/ .1% .1% 32.7% -
Director
James F. Schembri, Director .2% 12.9% - -
</TABLE>
On July 7, 1983, the Company exchanged 1,058,181 shares of its Common Stock
for 2,000,000 shares of Biosynergy, Inc.'s (an affiliate) 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 currently
owns 1,900,000 shares of Biosynergy, Inc. Common Stock. Although Biosynergy,
Inc.'s Common Stock can be traded in the over-the-counter market, there is no
established public trading market for the shares due to limited and sporadic
trades.
F-9
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1998, 1997 AND 1996
5. Related Party Transactions: (Continued)
In July, 1993, Fred K. Suzuki, President of the Company, advanced $7,587.75 to
the Company for payment of the Company's share of the costs, including legal
fees, of settling a lawsuit. These costs were shared equally by the Company,
Mr. Suzuki, Biosynergy, Inc. and F.K. Suzuki International, Inc. See Note
7.
6. Lease Commitments:
The Company shares offices in Elk Grove Village, Illinois with Biosynergy,
Inc. The master lease for these offices expires January 31, 2001, and is in
the name of Biosynergy, Inc. The total annual base rent for these premises is
$60,500.00 for year 1, $68,199.96 for years 2 and 3, and $69,300.00 for years
4 and 5. The Company's portion is $9,075.00 for year 1, $10,230.00 for years
2 and 3, and $10,395.00 for years 4 and 5.
7. Notes Payable:
Notes Payable - Officer consists of the following:
. an unsecured note dated July 1, 1993 in the original amount of $7,588
payable to Fred K. Suzuki, President. The note is due on demand and bears
interest at 10% per annum. The balance due at April 30, 1997 was $7,588.
This Note was repaid on December 12, 1997.
8. Common Stock:
Common Stock has been issued as compensation for services rendered by certain
individuals. These transactions were recorded at prices estimated to
approximate the fair value of the stock taking into account restrictions which
attached to certain shares at the time of issuance.
The authorized capital stock of the Company is one hundred million
(100,000,000) shares of no par value Common Stock and one hundred thousand
(100,000) shares of $100 par value Preferred Stock. The preferences,
qualifications, limitations, restrictions and special or relative rights in
F-10
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1998, 1997 AND 1996
8. Common Stock: (Continued)
respect to the Preferred Stock are to be determined by the Board of Directors
at the time of their issuance, subject to limitations set forth in the
Company's Articles of Incorporation, as amended. As of April 30, 1998, no
shares of Preferred Stock were outstanding.
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. 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 liquid assets to pay all employee taxes
due upon issuance of the shares. A total of 1,448,917 shares have been
reserved for Mr. Suzuki's option. The option provides for adjustments to
prevent dilution in the event of capital reorganizations.
F-11
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1998, 1997 AND 1996
9. Loss per share:
Net loss per common shares is computed based on the weighted average number of
shares outstanding during the period.
10. Agreements, Licenses and Options:
The Company entered into an irrevocable exclusive license agreement with F.K.
Suzuki International, Inc., parent of the Company, in 1983. For an annual fee
of $75,000, payment of which began in January of 1987, the Company received
certain patent and other rights owned by F.K. Suzuki International, Inc.
Effective May 1, 1988, the license agreement was amended to provide for a
royalty payment of 3% of revenues derived from the licensed technology in lieu
of a set fee. No fees accrued for the years ended April 30, 1998, 1997 and
1996.
11. 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,
1998, net operating loss carry forwards are available and expire, if not used,
as follows:
1997 292,440
1998 224,075
1999 167,356
2000 302,320
2001 423,843
2002 389,355
2003 328,016
2004 189,389
2005 133,704
2006 74,264
2007 73,470
2008 49,568
2009 119,410
2010 55,831
2011 33,519
2012 37,407
2013 49,155
$3,062,360
----------
F-12
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1998, 1997 AND 1996
11. Income Taxes: (Continued)
The Company has adopted the Statement of Financial Accounting Standards (SFAS)
No. 109, "Accounting for Income Taxes" as required by SFAS No. 109. Due to
the historical and continued net operating loss of the Company, Statement 109
has no material effect, if any, on the Company's Financial Statements. The
Company has elected not to retroactively adopt the provisions allowed in SFAS
No. 109, however, all provisions of the document have been applied since the
beginning of Fiscal year 1994.
12. Management's Plans:
In view of the fact that the Company has incurred losses of $49,155, $37,407,
and $33,519 for the years ended April 30, 1998, 1997 and 1996, respectively,
and the Company has been unable to obtain financing to commence its proposed
operations, management of the Company believes it is in the best interest of
the Company to sell its Pueblo, Colorado facility and pay off its
liabilities. In this regard, the Company has entered into an agreement to
sell its Pueblo, Colorado facility for $475,000 to the current lessee of the
facility. It is anticipated that this transaction will close on or before
December 1, 1998. No other plans have been adopted regarding the future of
the Company.
13. Unaudited Financial Statements:
Company's Financial Statements for the fiscal years ending April 30, 1998,
1997 and 1996 have not been audited pursuant to Rule 210.3-11 of Regulation SX
promulgated under the Securities Exchange Act of 1934, which provides that an
inactive entity need not submit audited financial statements with reports
filed pursuant to the Securities Exchange Act of 1934. An inactive entity is
defined as an entity not having gross receipts from all sources and
expenditures for all purposes in excess of $100,000 each, which has not
purchased or sold any of its own stock, granted options therefore, or levied
any assessments against outstanding stock during the applicable fiscal year,
which has had no material change in business, including any material
acquisitions or dispositions of assets, and which is not required to publish
audited financial statements by any exchange or governmental authority having
jurisdiction. In the opinion of Management, the Company met the criteria of
an inactive entity for the fiscal years ending April 30, 1996, 1997 and 1998.
F-13
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K
Annual Report Pursuant to Section 13 or 15(d)
of
THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ending 4/30/98 Commission file Number 0-11718
STEVIA COMPANY, INC.
(Exact name of registrant as specified in charter)
1940 East Devon Avenue
Elk Grove Village, IL 60007
(847) 593-0226
(Address and telephone number of registrant's
principal executive office on a principal place of business)
EXHIBITS
<PAGE>
EXHIBIT INDEX
Page Number
Pursuant to
Sequential
Exhibit Numbering
Number Exhibit System
- ---------- -------- ------------
10(f) Commercial Contract to Buy and Sell Real E-1
Estate dated June 1, 1998 between the
Company and Pacific Aero Manufacturing, Inc.
27 Financial Data Schedule E-10
<PAGE>
EXHIBIT 10(f)
E-1
<PAGE>
EXHIBIT 27
E-10
<PAGE>
COMMERCIAL
CONTRACT TO BUY AND SELL REAL ESTATE
June 1, 1998
1. PARTIES AND PROPERTY, Pacific Aero Manufacturing, Inc. and or
assigned, BUYER(S) [Buyer], (as joint tenants/tenants in common) agrees to
buy, and the undersigned seller(s) [Seller], agrees to sell, on the terms and
conditions set forth in this contract, the following described real estate in
the County of Pueblo, Pueblo, Colorado, to wit: Building and land of
approximately 25.26 acres.
known as No. 33850 United Avenue, Pueblo, Colorado 81001, together with all
interest of Seller in vacated streets and alleys adjacent thereto, all
easements and other appurtenances thereto, all improvements thereon and all
attached fixtures thereon, except as herein excluded (collectively the
Property).
2. INCLUSIONS/EXCLUSIONS. The purchase price includes the following
items (a) if attached to the Property on the date of this contract: lighting,
heating, plumbing, ventilating, and air conditioning fixtures, TV antennas,
water softeners, smoke/fire/burglar alarms, security devices, inside telephone
wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom
systems, built-in kitchen appliances, sprinkler systems and controls; (b) if
on the Property whether attached or not on the date of this contract: storm
windows, storm doors, window and porch shades, awnings, blinds, screens,
curtain rods, drapery rods, all keys and (c) None
The above-described included items (Inclusions) are to be conveyed to Buyer by
Seller by bill of sale at the closing, free and clear of all taxes, liens and
encumbrances, except as provided in Section 12. The following attached
fixtures are excluded from this sale: None
3. PURCHASE PRICE AND TERMS. The purchase price shall be $475,000.00,
payable in U.S. dollars by Buyer as follows:
a) Cash at Closing.
$475,000.00, plus closing costs, to be paid by Buyer at closing in funds
which comply with all applicable Colorado laws, which include cash, electronic
transfer funds, certified check, savings and loan teller's check, and
cashier's check (Good Funds). Subject to the provisions of Section 4, if the
existing loan balance at the time of closing shall be different from the loan
balance in Section 3, the adjustment shall be made in Good Funds at closing or
paid as follows:
4. FINANCING CONDITIONS AND OBLIGATIONS.
a) Loan Application(s). If Buyer is to pay all or part of the purchase
price as set forth in Section 3 by obtaining a new loan or if an existing loan
is not to be released at closing, Buyer, if required by such lender, shall
make written application within calendar days from acceptance of this
contract. Buyer shall cooperate with Seller and lender to obtain loan
approval, diligently and timely pursue same in good faith, execute all
documents and furnish all information and documents required by the lender,
and subject to Section 3, timely pay the costs of obtaining such loan
or lender consent.
b) Loan Approval. If Buyer is to pay all or part of the purchase price
by obtaining a new loan as specified in Section 3, this contract is
conditional upon lender's approval of the new loan on or before October 31,
1998. If not so approved by said date, this contract shall terminate.
5. APPRAISAL PROVISION. (Check only one box.) This Section 5
Shall _______ Shall not apply _______.
If this Section 5 applies, as indicated above, Buyer shall have the sole
option and election to terminate this contract if the purchase price exceeds
the Property's valuation determined by an appraiser engaged by Buyer. The
contract shall terminate by the Buyer causing the Seller to receive written
notice of termination and a copy of such appraisal or written notice from
lender which confirms the Property's valuation is less than the purchase
price, on or before September 30, 1998 (Appraisal Deadline). If Seller does
not receive such written notice of termination on or before the appraisal
deadline, Buyer waives any right to terminate under this section.
6. COST OF APPRAISAL. Cost of any appraisal to be obtained after the
date of this contract shall be timely paid by Buyer.
7. NOT ASSIGNABLE. This contract shall not be assignable by Buyer
without Seller's prior written consent. Except as so restricted, this
contract shall inure to the benefit of and be binding upon the heirs, personal
representatives, successors and assigns of the parties.
8. EVIDENCE OF TITLE. Seller shall furnish to Buyer, at Seller's
expense, either a current commitment for owner's title insurance policy in an
amount equal to the purchase price or at Seller's choice, an abstract of title
certified to a current date, on or before September 30, 1998 (Title
Deadline). If a title insurance commitment is furnished, Buyer may require of
Seller that copies of instruments (or abstracts of instruments) listed in the
schedule of exceptions (Exceptions) in the title commitment also be furnished
to Buyer at Seller's expense. This requirement shall pertain only to
instruments shown of record in the office of the clerk and recorder of the
designated county or counties. The title insurance commitment, together with
any copies or abstracts of instruments furnished pursuant to this Section 8,
constitute the title documents (Title Documents). Buyer, or Buyer's designee,
must request Seller, in writing, to furnish copies or abstracts of instruments
listed in the schedule of exceptions no later than 30 calendar days after
Title Deadline. If Seller furnishes a title commitment, Seller will pay the
premium at closing and have the title insurance policy delivered to Buyer as
soon as practicable after closing.
9. TITLE.
(a) Title Review. Buyer shall have the right to inspect the Title
Documents or abstract. Written notice by Buyer of unmerchantability of title
or of any other unsatisfactory title condition shown by the Title Documents or
abstract shall be signed by or on behalf of Buyer and given to Seller on or
before 30 calendar days after Title Deadline, or within (5) calendar days
after receipt by Buyer of any Title Document(s) or endorsement(s) adding new
Exception(s) to the title commitment together with a copy of the Title
Document adding new Exception(s) to title. If Seller does not receive Buyer's
notice by the date(s) specified above, Buyer accepts the condition of the
title as disclosed by the Title Documents as satisfactory.
(b) Matters Not Shown by the Public Records. Seller shall deliver to
Buyer, on or before the Title Deadline set forth in Section 8, true copies of
all lease(s) and survey(s) in Seller's possession pertaining to the Property
and shall disclose to Buyer all easements, liens or other title matters not
shown by the public records of which Seller has actual knowledge. Buyer shall
have the right to inspect the Property to determine if any third party(s) has
any right in the Property not shown by the public records (such as an
unrecorded easement, unrecorded lease, or boundary line discrepancy). Written
notice of any unsatisfactory condition(s) disclosed by Seller or revealed by
such inspection shall be signed by or on behalf of Buyer and given to Seller
on or before September 30, 1998. If Seller does not receive Buyer's notice by
said date, Buyer accepts title subject to such rights, if any, of third
parties of which Buyer has actual knowledge.
(c) Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO
GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL
TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SU
CH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX
BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE
RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS
WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT
FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF
SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH
INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.
In the event the Property is located within a special taxing district and
Buyer desires to terminate this contract as a result, if written notice is
given to Seller on or before the date set forth in subsection 9(b), this
contract shall then terminate. If Seller does not receive Buyer's notice by
the date specified above, Buyer accepts the effect of the Property's inclusion
in such special taxing district(s) and waives the right to so terminate.
(d) Right to Cure. If Seller receives notice of unmerchantability of
title or any other unsatisfactory title condition(s) as provided in subsection
(a) or (b) above, Seller shall use reasonable effort to correct said
unsatisfactory title condition(s) prior to the date of closing. If Seller
fails to correct said unsatisfactory title condition(s) on or before the date
of closing, this contract shall then terminate; provided, however, Buyer may,
by written notice receive by Seller, on or before closing, waive objection to
said unsatisfactory title condition(s).
10. INSPECTION. (Not Applicable)
11. DATE OF CLOSING. The date of closing shall be December 1, 1998, or
by mutual agreement at an earlier date. The hour and place of closing shall
be designated by Buyer.
12. TRANSFER OF TITLE. Subject to tender or payment at closing as
required herein and compliance by Buyer with the other terms and provisions
hereof, Seller shall execute and deliver a good and sufficient Warranty Deed
to Buyer, on closing, conveying the Property free and clear of all taxes
except the general taxes for the year of closing, and except: None
. Title shall be conveyed free and clear of all liens for special
improvements installed as of the date of Buyer's signature hereon, whether
assessed or not; except (i) distribution utility easements (including cable
TV), (ii) those matters reflected by the Title Documents accepted by Buyer in
accordance with subsection 9(a), (iii) those rights, if any, of third parties
in the Property not shown by the public records in accordance with subsection
9(b), (iv) inclusion of the Property within any special taxing district, and
(v) subject to building and zoning regulations.
13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall
be paid at or before closing from the proceeds of this transaction or from any
other source.
14. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay,
in Good Funds, their respective closing costs and all other items required to
be paid at closing, except as otherwise provided herein. Buyer and Seller
shall sign and complete all customary or required documents at or before
closing. Fees for real estate closing shall not exceed $500.00 and shall be
paid at closing by 50% by Seller and 50% by Buyer. The State dock fee of 1%
per $1,000.00 of the purchase price shall be paid at closing by Buyer. Any
sales and use tax that may accrue because of this transaction shall be paid
when due by Buyer.
15. PRORATIONS. General taxes for the year of closing, based on taxes
for the calendar year immediately preceding closing, rents, water and sewer
charges, owner's association dues, and interest on continuing loan(s), if any,
and shall be prorated to date of closing.
16. POSSESSION. Possession of the Property shall be delivered to Buyer
as follows: Seller shall continue to lease said property to Buyer at current
monthly rate until closing.
If Seller, after closing, fails to deliver possession on the date herein
specified, Seller shall be subject to eviction and shall be additionally
liable to Buyer for payment of $200.00 per day from the date of agreed
possession until possession is delivered.
17. CONDITION AND DAMAGE TO PROPERTY. Except as otherwise provided in
this contract, the Property and Inclusions shall be delivered in the condition
existing as of the date of this contract, ordinary wear and tear excepted. In
the event the Property shall be damaged by fire or other casualty prior to
time of closing, in an amount of not more than ten percent of the total
purchase price, Seller shall be obligated to repair the same before the date
of closing. In the event such damage is not repaired within said time or if
the damages exceed such sum, this contract may be terminated at the option of
Buyer. Should Buyer elect to carry out this contract despite such damage,
Buyer shall be entitled to credit for all the insurance proceeds resulting
from such damage to the Property and Inclusions, not exceeding, however, the
total purchase price. Should any Inclusion(s) or service(s) fail or be
damaged between the date of this contract and the date of closing or the date
of possession, whichever shall be earlier, then Seller shall be liable for the
repair or replacement of such Inclusion(s) or service(s) with a unit of
similar size, age and quality, or an equivalent credit, less any insurance
proceeds received by Buyer covering such repair and replacement.
18. TIME OF ESSENCE/REMEDIES. Time is of the essence hereof. If any
note or check received as earnest money hereunder or any other payment due
hereunder is not paid, honored or tendered when due, or if any other
obligation hereunder is not performed or waived as herein provided, there
shall be the following remedies:
a) IF BUYER IS IN DEFAULT:
(1) Specific Performance.
Seller may elect to treat this contract as cancelled, in which case
all payments and things of value received hereunder shall be forfeited and
retained on behalf of Seller, and Seller may recover such damages as may be
proper, or Seller may elect to treat this contract as being in full force and
effect and Seller shall have the right to specific performance or damages, or
both.
(b) IF SELLER IS IN DEFAULT:
Buyer may elect to treat this contract as cancelled, in which case
all payments and things of value received hereunder shall be returned and
Buyer may recover such damages as may be proper, or Buyer may elect to treat
this contract as being in full force and effect and Buyer shall have the right
to specific performance or damages, or both.
(c) COSTS AND EXPENSES.
Anything to the contrary herein notwithstanding, in the event of any
arbitration or litigation arising out of this contract, the arbitrator or
court shall award to the prevailing party all reasonable costs and expenses,
including attorney fees.
19. EARNEST MONEY DISPUTE. Notwithstanding any termination of this
contract, Buyer and Seller agree that, in the event of any controversy
regarding the earnest money and things of value held by broker or closing
agent, unless mutual written instructions are received by the holder of the
earnest money and things of value, broker or closing agent shall not be
required to take any action but may await any proceeding, or at broker's or
closing agent's option and sole discretion, may interplead all parties and depos
it any moneys or things of value into a court of competent jurisdiction and
shall recover court costs and reasonable attorney fees.
20. ALTERNATIVE DISPUTE RESOLUTION: MEDIATION. If a dispute arises
relating to this contract, and is not resolved, the parties and broker(s)
involved in such dispute (Disputants) shall first proceed in good faith to
submit the matter to mediation. The Disputants will jointly appoint an
acceptable mediator and will share equally in the cost of such mediation. In
the event the entire dispute is not resolved within thirty (30) calendar days
from the date written notice requesting mediation is sent by one Disputant to
the other(s), the mediation, unless otherwise agreed, shall terminate. This
section shall not alter any date in this contract, unless otherwise agreed.
21. ADDITIONAL PROVISIONS:
This Contract is contingent on the Buyer obtaining a satisfactory
mortgage loan at Buyers sole discretion.
This Contract is subject to the attached Rider.
22. RECOMMENDATION OF LEGAL COUNSEL. By signing this document,
Buyer and Seller acknowledge that the Selling Company or the Listing Company
has advised that this document has important legal consequences and has
recommended the examination of title and consultation with legal and tax or
other counsel before signing this contract.
23. TERMINATION. In the event this contract is terminated, all
payments and things of value received hereunder shall be returned and the
parties shall be relieved of all obligations hereunder, subject to Section 19.
24. SELLING COMPANY BROKER RELATIONSHIP. The selling
broker, None, and its salespersons have been engaged as. Selling Company has
previously disclosed in writing to the Buyer that different relationships are
available which include buyer agency, seller agency, subagency, or
transaction-broker.
25. NOTICE TO BUYER. Any notice to Buyer shall be effective when
received by Buyer, or, if this line is checked when received by
Selling Company.
26. NOTICE TO SELLER. Any notice to Seller shall be effective when
received by Seller or Listing Company.
27. MODIFICATION OF THIS CONTRACT. No subsequent modification of any
of the terms of this contract shall be valid, binding upon the parties, or
enforceable unless made in writing and signed by the parties.
28. ENTIRE AGREEMENT. This contract constitutes the entire contract
between the parties relating to the subject hereof, and any prior agreements
pertaining thereto, whether oral or written, have been merged and integrated
into this contract.
29. NOTICE OF ACCEPTANCE: COUNTERPARTS. This proposal shall expire
unless accepted in writing, by Buyer and Seller, as evidenced by their
signatures below, and the offering party receives notice of such acceptance on
or before _______________________, 19___ (Acceptance Deadline). If accepted,
this document shall become a contract between Seller and Buyer. A copy of
this document may be executed by each party, separately, and when each party
has executed a copy thereof, such copies taken together shall be deemed to be
a full and complete contract between the parties.
________________________________________
Buyer: Pacific Aero Manufacturing, Inc.
By: Ronald Grindstaff, President
Date of Buyer's signature: June 1, 1998
Buyer's Address 33850 United Avenue, Pueblo, Colorado 81001
________________________________________
Seller: Stevia Company, Inc.
By: Fred Suzuki, President
________________________________________
Seller: Stevia Company, Inc.
By: Lauane C. Addis, Secretary
Date of Seller's signature: June 9, 1998
Seller's Address: 1940 E. Devon, Elk Grove Village, IL 60007
<PAGE>
RIDER
This Rider is to that certain Commercial Contract to Buy and Sell Real
Estate ("Contract"), dated June 1, 1998 by and between Pacific Aero
Manufacturing, Inc. ("Buyer") and Stevia Company, Inc. ("Seller").
The Seller and Buyer hereby execute this Rider as an addition to the
Contract:
1. Seller shall deliver $5,000 upon execution of the Contract and shall
deliver an additional $10,000 upon satisfaction or waiver of the financing
contingency as earnest money and part payment of the purchase price to be held
by Katz, Karacic, Helmin & Addis, P.C., as escrowee, in its trust account on
behalf of both Seller and Buyer. The escrowee is authorized to deliver the
earnest money deposit to the closing agent, if any, at or before closing, or
upon closing directly to the Seller, who shall then credit the Buyer with such
earnest money, or return the earnest money to the Buyer pursuant to the terms
of the Contract.
The remaining portion of the purchase price ($450,000.00) shall be paid
at closing subject to the terms of the Contract.
2. Section 4(b) shall be revised to state that approval for the loan
shall be received on or before July 31, 1998.
3. Section 5 shall be amended to provide that the appraisal of the
Property shall be completed on or before July 31, 1998, and notice of
termination of the Contract shall be received on or before July 31, 1998, or
such condition is waived.
4. The title commitment referenced in Section 8 will be delivered to the
Buyer thirty days prior to closing.
5. With respect to Section 12, title will be subject to all rules and
regulations of the Federal Aviation Administration, the Pueblo County Airport
Authority, and all other local, state and federal authorities and governmental
agencies.
6. The additional provision in Section 21 should be rewritten to read as
follows:
This Contract is contingent on the Buyer obtaining a mortgage loan in the
amount of $400,000.00 or such lesser amount as acceptable to Buyer, with an
interest rate of not more than 1.5 % over the bank prime rate, and points or
other commitment fees of not more than 1.5% on or before July 31, 1998.
7. It is acknowledged by the parties hereto that the Buyer is currently
leasing the property from the Seller. In the event the transactions
contemplated in the Contract do not close on or before December 1, 1998 (which
date may be extended by agreement of the parties), the Buyer and Seller agree
to extend the term of that certain Lease Agreement dated September 1, 1993 by
and between the Buyer and Seller for an additional two years, or August 31,
2000, subject to the following changes:
(a) The annual rent shall be$28,820.00, or $2,401.66 per month, such
increase to be effective December 1, 1998.
(b) The base year for impositions under Section 5.0 shall remain 1992.
8. Seller's obligations under the Contract shall be contingent upon
approval by Seller's Board of Directors and shareholders, if necessary, or
receipt by Seller of an order of court authorizing the sale of the Property on
or before October 31, 1998. In the event Seller is unable to obtain such
approval or a court order for the sale of the Property, this Contract shall be
null and void, and the earnest money returned to Buyer.
9. Notwithstanding anything in the Contract or this Rider to the
contrary, in the event of a conflict between the terms of this Rider and the
Contract, the terms of this Rider shall control.
Executed this _______ day of ______________________, 1998.
BUYER:
PACIFIC AEROMANUFACTURING, INC.
BY: ______________________________________
Ronald Grindstaff, President
SELLER:
STEVIA COMPANY, INC.
___________________________________________
Fred K. Suzuki, President
ATTEST:
By: _________________________________________
Lauane C. Addis, Secretary
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