UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1999
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
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
-----
Number of shares outstanding of common stock as of the close of the period
covered by this report: 32,195,300
Page 1 of 20 pages contained in the sequential numbering system.
<PAGE>
STEVIA COMPANY, INC.
PART 1 - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Board of Directors and Shareholders
Stevia Company, Inc.
Elk Grove Village, Illinois
The accompanying balance sheet of STEVIA COMPANY, INC. at January 31,
1999 and the related statements of operations, shareholders' equity and cash
flow for the three and nine month periods ended January 31, 1999 and 1998 were
not audited; however, the financial statements for the three and nine month
periods ending January 31, 1999 and 1998 reflect all adjustments (consisting onl
y of normal reoccurring adjustments) which are, in the opinion of management,
necessary to provide a fair statement of the results of operations for the
interim period presented.
The financial statements for the year ended April 30, 1998 were not
audited pursuant to Rule 210.3-11 promulgated under Securities and Exchange
Act of 1934; however, the financial statements for the fiscal year ending
April 30, 1998 reflect all adjustments (consisting only of normal reoccurring
adjustments) which are, in the opinion of management, necessary to provide a
fair statement of the results of operations for the fiscal year presented.
STEVIA COMPANY, INC.
March 5, 1999
<PAGE>
<TABLE>
<CAPTION>
STEVIA COMPANY, INC.
BALANCE SHEET
ASSETS
January 31, 1999 April 30, 1998
Unaudited Unaudited
--------------------------------------
<C> <S> <S>
CURRENT ASSETS
Cash 12,383 1,873
Accounts Receivables-other 367 184
Inventories 6,962 6,962
Prepaid Expenses 2,078 5
Total Current Assets 21,790 9,024
PROPERTY AND EQUIPMENT (Notes 1 and 3)
Land 1,127 1,127
Furniture and Equipment 41,236 44,750
Building 483,200 483,200
Idle Equipment 121,728 121,728
647,291 650,805
Less: Accumulated Depreciation (122,233) (114,242)
525,058 536,563
OTHER ASSETS
Patents, Net of Amortization 10,383 11,554
Investment in Affiliated Company
(Note 4) - -
557,231 557,141
------------ --------------
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<C> <S> <S>
CURRENT LIABILITIES
Accounts Payable 43,778 34,292
Short Term Note Payable to Affiliates
(Note 4) 2,200 -
Due to Affiliates (Note 4) 376,861 368,747
Accrued Executive Compensation 124,524 124,524
Deferred Rent 319 315
Accrued Expenses 12,636 3,983
Total Current Liabilities 560,318 531,861
------------ --------------
NON-CURRENT LIABILITIES
Tenant Security Deposit 3,245 3,245
COMMITMENTS AND CONTINGENCIES
(Notes 5 and 8) - -
SHAREHOLDERS' EQUITY (Notes 4 and 6)
Common Stock, No Par Value, 100,000,000
Shares Authorized as of April 30, 1998
and October 31, 1998; Issued 32,195,300
Shares at April 30, 1998 and
October 31, 1998 2,088,001 2,088,001
Additional Paid in Capital 100 100
Accumulated Deficit (2,094, 433) (2,066,066)
( 6,332) 22,035
557,231 557,141
------------- --------------
<FN>
The accompanying notes are an integral part of the financial statements.
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
STEVIA COMPANY, INC.
STATEMENT OF OPERATIONS
Unaudited
Three Months Ended Nine Months Ended
January 31, January 31,
1999 1998 1999 1998
------------------------- -------------------------
<C> <S> <S> <S> <S>
REVENUES
Sales - - - -
COST OF SALES - - - -
Gross Profit (Loss) - - - -
OPERATING EXPENSES
Marketing - - - -
Research and
Development 390 390 1,170 1,171
General and
Administrative 64 - 172 -
Interest Expense 19,850 15,215 49,741 44,562
Loss From
Operations (19,850) (15,215) (49,741) (44,562)
OTHER INCOME AND (EXPENSE)
Rental Income 7,486 6,668 21,374 19,831
Interest Income - - - 332
7,486 6,668 21,374 20,163
NET LOSS (12,364) (8,547) (28,367) (24,399)
----------- --------- --------- ---------
NET LOSS PER COMMON SHARE
(Note 8) (.0004) (.001) (.0009) (.001)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 32,195,300 32,195,300 32,195,300 32,195,300
------------ ------------ ------------ -----------
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STEVIA COMPANY, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
NINE MONTHS ENDED JANUARY 31, 1999
Unaudited
Total
Additional Share-
Common Stock Paid-in holders'
Shares Amount Capital (Deficit) Equity
-----------------------------------------------------------
<C> <S> <S> <S> <S> <S>
BALANCE
May 1, 1998 32,195,300 2,088,001 100 (2,066,066) 22,035
NET INCOME (LOSS) - - - ( 28,367) (28,367)
BALANCE,
January 31, 1999 32,195,300 2,088,001 100 (2,094,433) ( 6,332)
------------ ---------- --------- ----------- --------
<FN>
The accompanying notes are an integral part of the financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STEVIA COMPANY, INC.
STATEMENT OF CASH FLOW
Unaudited
Nine Months Ended January 31,
1999 1998
-----------------------------------
<C> <S> <S>
OPERATING ACTIVITIES:
Net Loss (28,367) (24,399)
Adjustments to Reconcile Net (Loss)
to Net Cash Used by Operating
Activities:
Depreciation and Amortization 12,676 12,676
Changes in Operating Assets and
Liabilities:
(Increase) Decrease in Accounts
Receivable ( 183) 9,668
(Increase) Decrease in Inventories
and Prepaid Expenses (2,073) ( 536)
Increase (Decrease) in Accounts Payable
and Accrued Expenses 18,143 ( 4,323)
Increase (Decrease) in Due to Affiliates
(Note 4) 8,114 14,323
Net Cash Provided (Used) by Operating
Activities 8,310 7,409
INVESTING ACTIVITIES:
Net Cash Provided (Used) by
Investing Activities - -
FINANCING ACTIVITIES:
Proceeds From (Repayments of) Notes
(Note 4) 2,200 (7,588)
Net Cash Provided (Used) by Financing
Activities 2,200 (7,588)
Increase (Decrease) in Cash and
Cash Equivalents 10,510 ( 179)
Cash and Cash Equivalents at
Beginning of Period 1,873 6,574
Cash and Cash Equivalents at End of
Period 12,353 6,395
------------- ------------
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
STEVIA COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
Inventories - Harvested crop inventories are stated at the lower of cost
(determined by actual specific lot production cost) or market. Seed inventory
is valued based upon the year of original harvest and their expected yield of
seedlings capability. The Company wrote-down and disposed of its seed
inventory at April 30, 1998, since it was substantially non-viable.
Components of inventories are as follows:
January 31, 1999 April 30, 1998
Leaves $ 6,962 $ 6,962
$ 6,962 $ 6,962
------------- ----------
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 Flow - 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 was organized for the primary purpose of developing and
manufacturing natural products, including sweetners, derived from the Stevia
rebaudina plant. However, the Company has been dormant for several years.
<PAGE>
On November 17, 1998, the Company filed a complaint for judicial dissolution
with the State of Illinois Circuit Court for the County of Cook, County
Department, Chancery Division. On December 7, 1998, the court approved the
Motion of the Company to appoint Lauane C. Addis, Secretary and General
Counsel, as a Receiver Pendant Lite. The Court also approved the sale of the
Company's Pueblo, Colorado Facility pursuant to the terms of a contract dated
June 1, 1998 between the Company and the current lessee of the facility. See
Footnote 3.
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) owned
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 11.
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 lease has been extended pending sale
of the Pueblo, Colorado facility.
The Company has entered into a contract dated June 1, 1998, for the sale of
the Pueblo, Colorado facility to the current lessee for a sales price of
$475,000. All contingencies under the contract have been satisfied. The
closing date in the Contract has been extended to March 15, 1999. It is
anticipated that this transaction will close, if at all, before March 15,
1999, which is dependent upon the purchaser completing its financing, among
other factors.
4. Related Party Transactions:
The Company was indebted to affiliated companies as follows:
<TABLE>
<CAPTION>
January 31, 1999 April 30, 1998
<C> <S> <S>
F.K. Suzuki International, Inc. $ 64,045 $ 70,412
Biosynergy, Inc. $ 312,816 $ 298,335
Totals $ 376,861 $ 368,747
----------- ------------
</TABLE>
As of January 31, 1999 and April 30, 1998, 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. International, Inc.
described in Note 8.
<PAGE>
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 January 31, 1999 and
April 30, 1998.
August 31, 1998, Biosynergy, Inc. extended a line of credit of $20,000 to the
Company evidenced by a Note payable or before December 31, 1998 with 10%
interest on the unpaid principal balance. Proceeds of this line of credit are
intended to be used by the Company for expenses related to its liquidation and
dissolution. See Footnote 2. The Note is secured by a first mortgage on the
Company's Pueblo, Colorado facility. See Footnote 3. The balance due under
the Note at January 31, 1999 was $2,200.
The Company and its affiliates are related through Common Stock ownership as
follows on January 31, 1999.
<TABLE>
<CAPTION>
S T O C K O F A F F I L I A T E S
-------------------------------------
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/Director - - 35.6% -
Lauane C. Addis,
Officer/Director .1% .1% 32.7% -
James F. Schembri, .2% 12.9% - -
Director
</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 in limited and sporadic
trades.
5. 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.
6. 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 market 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
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 January 31, 1999, 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 has sufficient liquid assets to pay all
employee taxes due upon issuance of the shares. A total of 1,448,917 shares
have been reserved for Mr. Suzuki's option. The option provides for
adjustments to prevent dilution in the event of capital reorganizations.
7. Loss per share:
Net Loss per common shares is computed based on the weighted average number of
shares outstanding during the period.
<PAGE>
8. 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 were accrued for the quarter or nine-month period
ended January 31, 1999.
9. 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 328,154
2004 189,389
2005 133,704
2006 74,264
2007 73,470
2008 49,568
2009 119,410
2010 55,831
2011 33,519
2012 37,407
2013 49,155
$3,062,360
-----------
The Company has adopted Statement of Financial Accounting Standards (SFAS) No.
109, "Accounting for Income Taxes". Due to the historical and continued net
operating losses 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.
10. 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, its creditors and shareholders to liquidate its assets, pay off
its liabilities and dissolve the Company. 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. See footnote 3. Furthermore, the
Company has filed a complaint for judicial dissolution. See footnote 2.
11. Unaudited Financial Statements:
The Company's Financial Statements for the fiscal year 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 is defined as an entity not having gross receipts from all
sources and expenditures for all purposes in excess of, 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 fin $100,000 each, which has not purchased or
sold any of its own stock financial statements by any exchange or governmental
authority having jurisdiction. In the opinion of management, the Company met
the criteria of an inactive entity for the fiscal year ending April 30, 1998.
12. Forward-Looking Statements.
This report may contain statements which, to the extent they are not
recitations of historical fact, constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"). Such forward-looking statements involve risks and
uncertainties. Actual results may differ materially from such forward-looking
statements for reasons including, but not limited to, changes to and
developments in the legislative and regulatory environments effecting the
Company, the impact of competitive products and services, changes in the real
estate market, changes in the food additive industry caused by various
factors, as well as other factors as set forth in this report. Thus, such
forward-looking statements should not be relied upon to indicate the actual
results which might be obtained by the Company. No representation or warranty
of any kind is given with respect to the accuracy of such forward-looking
information. The forward-looking information has been prepared by the
management of the Company and has not been reviewed or compiled by independent
public accountants.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SALES/REVENUES
- ---------------
The Company had no sales during the quarter ("3rd Quarter") or nine month
period ending January 31, 1999. The Company did not produce rebaudioside A or
other products on a commercial basis during the 3rd Quarter, and was not
expected to have sales.
The Company realized rental income of $7,486 during the 3rd Quarter and
$21,374 during the nine-month period ending January 31, 1999 from leasing its
Pueblo, Colorado facility to an unrelated third party. 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. In the event the sale of the Pueblo, Colorado facility does
not close, the lease will be extended for two years ending August 31, 2000.
It is anticipated such transaction will close no later than March 15, 1999.
See "Liquidity and Capital Resources".
COSTS AND EXPENSES
- ------------------
The overall operating expenses of the Company increased by $4,635 during the
3rd Quarter as compared to the same quarter ending in 1998 and increased by
$5,179 during the nine month period ending January 31, 1999 as compared to the
same period ending in 1998. Most of the current expenses are overhead and
general and administration items required to maintain the Company and expenses
related to dissolution of the Company, including legal fees. It is not
anticipated that the operating expenses of the Company will materially change
until the Company receives financing or commences alternative operations.
NET LOSS
- --------
The Company realized a net loss of $12,364 in the 3rd Quarter as compared to
a net loss of $8,547 in the comparative quarter in 1998. The Company's net
loss of $28,367 during the nine month period ending January 31, 1999 was
$3,968 more than the net loss during the comparative period in 1998. The
Company's continuing losses are due to the lack of operating revenues, which
will continue until such time as the Company dissolves or commences
operations. See "LIQUIDITY AND CAPITAL RESOURCES" below.
As of April 30, 1998, the Company has incurred net operating losses
aggregating $3,062,360. 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 materially 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 9 to the Financial Statements. See "FINANCIAL STATEMENTS."
ASSETS
- ------
The assets of the Company have not materially changed. The Company disposed
of $3,514 of outdated computer hardware and software during the 3rd Quarter.
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.
<PAGE>
LIABILITY
- ----------
With the exception of an increase in the amount of due to affiliated companies
and short term notes due to an affiliate, there has been substantially no
material change in the liabilities of the Company during the 3rd Quarter.
The amounts due to affiliates at January 31, 1999 include $64,045 payable to
F.K. Suzuki International, Inc. ("FKSI") and $312,816 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 its 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 8 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 January 31, 1999 was $312,816,
as compared to a payable of $298,335 at April 30, 1998. The amounts due to
Biosynergy reflect on-going transactions in the ordinary course of business
and do not represent any extraordinary transactions. Management of the
Company believes it has been more economical to share these expenses with
Biosynergy.
On August 31, 1998, Biosynergy extended a $20,000 line of credit to the
Company to fund the expenses of dissolving the Company. The line of credit is
evidenced by a Note bearing interest at 10% on the unpaid balance. The Note
is secured by a first mortgage or the Company's Pueblo, Colorado facility.
The balance of the Note at January 31, 1999 was $2,200.
ASSETS/LIABILITY RATIO
- ----------------------
The ratio of current assets to current liabilities (.0389 to 1) is not
acceptable taking into consideration the Company's cash flow position. The
Company is not engaged in commercial operations and therefore has no operating
revenue. The Company intends to liquidate its assets to pay creditors. See
"LIQUIDITY AND CAPITAL RESOURCES" below.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's net working capital decreased by $15,691 during the nine month
period ending January 31, 1999. The Company's negative net working capital is
due to the continuing losses of the Company. The Company had $12,383 in cash
at January 31, 1999. Management of the Company believes this amount is
insufficient to provide working capital. The Company does not have, nor does
it anticipate obtaining in the near future, a working line of credit. The
Company has a line of credit extended by Biosynergy for the purposes of
funding the Company's dissolution expenses. See "LIABILITIES" above.
The Company has been leasing its Pueblo, Colorado facility to an unaffiliated
third party for over 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 lease has been
extended pending the sale of the Pueblo, Colorado facility, and will continue
until August 31, 2000 if the sale of the Pueblo, Colorado facility is not
closed. 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 or lease the facility at a profit.
The Company owns 1,900,000 shares of Biosynergy common stock. Such common
stock can be traded in the over-the-counter market and stock prices are
recorded on "pink sheets." The bid price at January 31, 1999 was estimated to
be $.01 per share. Although the Company is free to currently sell these
shares of Biosynergy common stock, it does not have plans to do so in the near
future. See Footnote 4 of the "FINANCIAL STATEMENTS."
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 for the benefit of its shareholders. The Company
therefore intends to liquidate its assets, satisfy its creditors, if possible,
and dissolve the Company. The Company has filed a Complaint for Judicial
Dissolution to accomplish this goal. See Footnote 2 of the "FINANCIAL
STATEMENTS." The Court has appointed Lauane C. Addis, Secretary and General
Counsel of the Company, as a Receiver Pendant Lite and approved the Company's
Motion to sell the Company's processing facility pursuant to the June 1, 1998
contract with the current lessee of the facility. It is anticipated the
closing of the transaction will occur before March 15, 1999. See Footnote 3
of the "FINANCIAL STATEMENTS."
<PAGE>
STEVIA COMPANY, INC.
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
A. The following Exhibits are included herein pursuant to Section 601:
(3) (a) Articles of Incorporation (i)
(b) By-Laws (ii)
(10) Material Contracts.
(a) Lease Agreement, dated September 1, 1993, between the Company
and Pacific Aero Manufacturing, Inc. (iii)
(b) Commercial Contract to Buy and Sell Real Estate dated June
1, 1998, between the Company and Pacific Aero Manufacturing, Inc.(iv)
(c) Letter dated August 17, 1998, amending the Commercial Contract to
Buy and Sell Real Estate dated June 1, 1998. (v)
(d) Court Order approving Lauane C. Addis as Receiver Pendadnt Lite
and authorizing sale of the Company's Pueblo, Colorado facility . (vi)
(e) Letter dated January 7, 1999 amending contract listed in
10(a) above. P. E-1
(f) Letter dated February 8, 1999 amending contract listed in
10(a) above. P. E-2
(11) Statement regarding computation of per share earnings -none.
(15) Letter dated March 9, 1999, regarding interim financial
information. (vii)
(18) Letter regarding change in accounting principals - none.
(19) Reports furnished to security holders - none.
(22) Published report regarding matters submitted to vote of
security holders - none.
(23) Consents of experts and counsel - none.
(24) Power of Attorney - none.
(27) Financial Data Schedule. P. E-3
B. No Current Reports on Form 8K were filed during the period covered by
this Report.
- ------------------
[FN]
(i) Incorporated by reference to a Registration Statement filed on Form
S-18 with the Securities and Exchange Commission, 1933 Act, Registration
Number 2-87364C, under the Securities Act of 1933, as amended, and
incorporated by reference, to the extent of Articles of Amendment, to Form 10K
for Fiscal Year Ending April 30, 1986 filed with the Securities and Exchange
Commission.
(ii) Incorporated by reference to Form 10K for Fiscal Year Ending April 30,
1987 filed with the Securities and Exchange Commission.
(iii) Incorporated by reference to Form 10K for Fiscal Year ending April 30,
1994 filed with the Securities and Exchange Commission.
(iv) Incorporated by reference to Form 10K for Fiscal Year ending April 30,
1991 filed with the Securities And Exchange Commission.
(v) Incorporated by reference to Form 8K for the period ending December 8,
1998 filed with Securities and Exchange Commission.
(vi) Incorporated by reference to Form 8K for the period ending December
8, 1998 filed with Securities and Exchange Commission.
(vii) This Exhibit is included in this report as a part of the Financial
Statements, and is incorporated by reference herein.
<PAGE>
STEVIA COMPANY, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STEVIA COMPANY, INC.
Date March 9, 1999 /s/ FRED K. SUZUKI /s/
-----------------------------------------
Fred K. Suzuki
President, Chairman of the Board,
Chief Accounting Officer and Treasurer
Date March 9, 1999 /s/ LAUANE C. ADDIS /s/
-----------------------------------------
Lauane C. Addis
Secretary, Corporate Counsel and
Director
<PAGE>
______________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q
Quarterly Report Pursuant to Section 13 or 15 (d)
of
THE SECURITIES AND EXCHANGE ACT OF 1934
For the period ending July 31, 1998
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) 956-0471
----------------------------------------------------------------------------
(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 (e) Letter dated January 7, 1999 P. E-1
amending contract listed in 10(a)
above.
10 (f) Letter dated February 8, 1999 P. E-2
amending contract listed in 10(a)
above.
27 Financial Data Schedule P. E-3
<PAGE>
EXHIBIT 10 (e)
Letter dated January 7, 1999
<PAGE>
Law Offices
KATZ, KARACIC, HELMIN & ADDIS, P.C.
Suite 3001
100 North LaSalle Street
Chicago, Illinois 60601
(312) 236-4111
Fax (312) 236-6325
January 7, 1999
Mr. Ronald Grindstaff, President
Pacific Aero Manufacturing, Inc.
33850 United Avenue
Pueblo, Colorado 81001
Re: 33850 United Avenue, Pueblo, Colorado
Our File Number: 15447
Dear Mr. Grindstaff:
This letter is to confirm our agreement to amend that certain Commercial
Contract to Buy and Sell Real Estate dated June 1, 1998 by and between Pacific
Aero Manufacturing, Inc. and Stevia Company, Inc. (The "Contract") as follows:
1. The date of closing shall be January 29, 1999, or by mutual agreement
at an earlier date. The hour and place of closing shall be determined by the
mutual agreement of the parties.
2. Section 1 of the Rider to the Contract shall be amended to indicate
that the remaining proportion of the purchase price to be paid at closing will
be $460,000, rather than $450,000.
3. In addition to the $15,000 of earnest money delivered under the terms
of the Contract, Buyer hereby agrees that the earnest money shall include the
security deposit delivered to the Seller under the terms of that certain Lease
Agreement dated September 1, 1993 by and between the Buyer and Seller.
4. This amendment is contingent upon Buyer delivering an executed copy
of this amendment and the increased rent payment as provided in Section 7 of
the Rider to the above-referenced Agreement on or before January 11, 1998.
5. In all other respects, the above-referenced contract shall remain in
full force and effect.
<PAGE>
Mr. Ronald Grindstaff, President
January 7, 1999
Page 2
If this extension meets with your approval, please so indicate by
executing a copy of this letter and returning it to the undersigned at your
earliest convenience, but in no event later than January 11, 1999.
Sincerely,
KATZ, KARACIC, HELMIN & ADDIS, P.C.
/s/ LAUANE C. ADDIS /s/
--------------------------------------------
Lauane C. Addis on behalf of Stevia
Company, Inc. and as Receiver
ACCEPTED:
Pacific Aero Manufacturing, Inc.
/s/ RONALD GRINDSTAFF /s/
By: ------------------------------------
Ronald Grindstaff, President
E-1
<PAGE>
EXHIBIT 10(f)
Letter dated February 8, 1999
<PAGE>
Law Offices
KATZ, KARACIC, HELMIN & ADDIS, P.C.
Suite 3001
100 North LaSalle Street
Chicago, Illinois 60601
(312) 236-4111
Fax (312) 236-6325
February 8, 1999
Mr. Ronald Grindstaff, President TELEFAX AND REGULAR MAIL
Pacific Aero Manuracturing, Inc. (719) 948-9401
33850 United Avenue
Pueblo, Colorado 81001
Re: 33850 United Avenue, Pueblo, Colorado
Our File Number: 15447
Dear Mr. Grindstaff:
This letter is to confirm our agreement to extend the closing of the sale
and purchase of 33850 United Avenue, Pueblo, Colorado, to February 28, 1999,
or such other time as may be agreed to by the parties. This is also to
confirm that closing will be on February 25, 1999, at 10:30 a.m.
If this extension meets with your approval, please so indicate by
executing a copy of this letter and returning it to the undersigned at your
earliest convenience. As always, this extension is subject to court approval.
Sincerely,
KATZ, KARACIC, HELMIN & ADDIS, P.C.
/s/ LAUANE C. ADDIS /s/
-----------------------------------------
Lauane C. Addis (on behalf of Stevia
Company, Inc. and as Receiver)
ACCEPTED:
Pacific Aero Manufacturing, Inc.
and United Manufacturing, L.L.C.
/s/ RONALD GRINDSTAFF /s/
By: -------------------------------
Ronald Grindstaff, President
E-2
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF THE REGISTRANT FOR THE THREE MONTH PERIOD ENDING JANUARY 31, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> APR-30-1999 APR-30-1999
<PERIOD-END> JAN-31-1999 JAN-31-1999
<CASH> 12,383 12,383
<SECURITIES> 0 0
<RECEIVABLES> 367 367
<ALLOWANCES> 0 0
<INVENTORY> 6,962 6,962
<CURRENT-ASSETS> 21,790 21,790
<PP&E> 647,291 647,291
<DEPRECIATION> (122,233) (122,233)
<TOTAL-ASSETS> 557,231 557,231
<CURRENT-LIABILITIES> 560,318 560,318
<BONDS> 0 0
2,088,001 2,088,001
0 0
<COMMON> 0 0
<OTHER-SE> (2,094,433) (2,094,433)
<TOTAL-LIABILITY-AND-EQUITY> 557,231 557,231
<SALES> 0 0
<TOTAL-REVENUES> 7,486 21,374
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 390 1,170
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (12,364) (28,367)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (12,364) (28,367)
<EPS-PRIMARY> (0.001) (0.001)
<EPS-DILUTED> (0.001) (0.001)
</TABLE>
