MALACHITE INNOVATIONS, INC. - Quarter Report: 2011 September (Form 10-Q)

USE OF NAMES

In this quarterly report, the terms “Stevia First,” “Company,” “we,” or “our,” unless the context otherwise requires, mean Stevia First Corp.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this quarterly report on Form 10-Q constitute “forward-looking statements” as that term is defined in applicable securities laws. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “intend,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These risks and uncertainties include: (1) a continued downturn in international economic conditions; (2) any adverse occurrence with respect to our intended business; (3) our ability to bring out intended product to market; (4) market demand for our intended product; (5) shifts in industry capacity; (6) product development or other initiatives by our competitors; (7) fluctuations in the availability of raw materials and costs associated with growing raw materials for our intended product; (8) poor growing conditions for the stevia plant; and (9) other factors beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. These forward-looking statements speak only as of the date on which they are made, and except to the extent required by applicable law, including the securities laws of the United States, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.  In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this quarterly report.

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

The following unaudited interim consolidated financial statements of Stevia First Corp. (sometimes referred to as “we”, “us” or “our Company”) are included in this quarterly report on Form 10-Q:

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It is the opinion of management that the unaudited interim consolidated financial statements for the three and six months ended September 30, 2011 and 2010 include all adjustments necessary in order to ensure that the unaudited interim consolidated financial statements are not misleading. These unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. Except where noted, these unaudited interim consolidated financial statements follow the same accounting policies and methods of their application as our Company’s audited annual financial statements for the year ended March 31, 2011. All adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with our Company’s audited annual financial statements as of and for the year ended March 31, 2011.

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STEVIA FIRST CORP.

(Formerly Legend Mining Inc.)

(A Development Stage Company)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

(Unaudited)

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The Accompanying Notes are an Integral Part of These Interim Financial Statements

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The Accompanying Notes are an Integral Part of These Interim Financial Statements

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The Accompanying Notes are an Integral Part of These Interim Financial Statements

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The Accompanying Notes are an Integral Part of These Interim Financial Statements

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Stevia First Corp., (the “Company”) formerly Legend Mining Inc. was incorporated under the laws of the State of Nevada on June 29, 2007, with an authorized capital of 75,000,000 common shares with a par value of $0.001 per share. The Company's year end is March 31.  The Company is in the development stage of its agricultural biotechnology business that is focused on the creation of a vertically integrated stevia enterprise.

2. GOING CONCERN

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $203,561 as at September 30, 2011, and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans and or private placement of common stock. There is no assurance that the Company will be able to obtain further loans, or that the company will be able to raise money via a private placement.   

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  

Development Stage Company

The Company complies with its characterization of the Company as a development stage enterprise.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

It is management's opinion that all adjustments necessary for the fair statement of the results for the interim period have been made. All adjustments are of normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments.

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Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance with ASC 830, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

Fair Value of Financial Instruments

The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Advertising Costs

The Company expenses advertising costs as incurred.

Revenue Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

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Recent Accounting Pronouncements

The Management has evaluated the recently issued accounting pronouncements through the date of this report and has determined that their adoption will not have a material impact on the financial position, results of operations, or cash flows of the Company.

4.  COMMON STOCK

As at September 30, 2011, the total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.

Effective October 10, 2011, the Company effected a seven (7) for one (1) forward stock split of authorized, issued and outstanding common stock. As a result, the authorized capital has been increased from 75,000,000 shares of common stock with a par value of $0.001 to 525,000,000 shares of common stock with a par value of $0.001, and the issued and outstanding shares increased from 7,350,000 to 51,450,000.

During the period from June 29, 2007 (inception) to September 30, 2011, the Company issued 51,450,000 shares of common stock for total cash proceeds of $25,000. As at September 30, 2011, there were no outstanding stock options or warrants.

5.  INCOME TAXES

As of September 30, 2011, the Company had net operating loss carry forwards of approximately $203,561 that may be available to reduce future years' taxable income through 2028. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision (benefit) for income taxes for the six months ended September 30, 2011, and 2010, was as follows (using a 34 percent effective Federal income tax rate in 2011 and 2010):

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6.  NOTES PAYABLE

From December 23, 2008 to March 18,^, 2010, the Company issued four separate loans or promissory notes with an aggregate principal amount of $41,800.  Each of the loans are payable upon demand and bear interest at 6%.  Interest accrued in aggregate for the loans as of September 30, 2011 is $5,982.  

From June 14, 2010 to March 30,^, 2011, the Company issued four separate loans or promissory notes with an aggregate principal amount of $40,000.  Each of the loans are payable upon demand and bear interest at 6%.  Interest accrued in aggregate for the loans as of September 30, 2011 is $2,251.

In July 2011, the Company issued two separate loans or promissory notes with an aggregate principal amount of $100,000.  Each of the loans are payable upon demand and bear interest at 6%.  Interest accrued in aggregate for the loans as of September 30, 2011 is $1,414.  

7. RELATED PARTY TRANSACTIONS

Effective as of September 1, 2011, we entered into an unsecured lease agreement with Ms. Diljit Bains, the wife of our President and CEO, Dr. Avtar Dhillon, for office and laboratory space located at 2nd floor, 5225 Carlson Rd., Yuba City, CA  95993 for a term of five years expiring on September 1, 2016 at a rental amount of $1,000 per month payable in cash.  Remaining payments due over the term of the lease agreement total $58,000.  As of September 30^th, 2011, rent payable to Ms. Diljit Bains is $1,000.

As of September 30^th, 2011, $2,547.90 is payable to two officers of the Company for general reimbursable expenses.

Mr. Tao Chen acted as a consultant since his departure as President and CEO of the Company.  As of September 30^th, 2011, $3,000 is payable to Mr. Tao Chen for his consulting.

8. LEASE OBLIGATIONS

Effective as of September 1, 2011, we entered into an unsecured lease agreement for office and laboratory space located at 2nd floor, 5225 Carlson Rd., Yuba City, CA  95993 for a term of five years expiring on September 1, 2016 at a rental amount of $1,000 per month payable in cash.  Remaining payments due over the term of the lease agreement total $58,000.  As of September 30^th, rent payable to Ms. Diljit Bains is $1,000.

As of September 30^th, 2011, scheduled minimum rental payments required for each of the five succeeding fiscal years are as follows:

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9. SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date on which the financial statements were submitted to the Securities and Exchange Commission and has determined it does not have any material subsequent events to disclose.

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Item 2.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition, changes in financial condition and results of operations for the three and six months ended September 30, 2011 and 2010 should be read in conjunction with our unaudited interim consolidated financial statements and related notes for the three and six months ended September 30, 2011 and 2010.  The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, market conditions, competition and the ability to successfully complete financing.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s March 31, 2011 audited financial statements.  The results of operations for the periods ended September 30, 2011 and the same period last year are not necessarily indicative of the operating results for the full years.

Overview of our Business

We were incorporated in the State of Nevada on June 29, 2007.  We commenced operations as a development stage exploration company.  However, as we were not as successful as hoped at fulfilling our obligations under a property option agreement and maintaining the mineral claim in good standing, we determined to seek out a new business opportunity to increase value for our shareholders.  

On August 17, 2011, we underwent a change of management whereby Mr. Avtar Dhillon became our President, CEO, CFO, Secretary, Treasurer and director and Mr. Tao Chen resigned from all officer positions and as a director.  

On October 10, 2011, we completed a merger with our wholly-owned subsidiary, Stevia First Corp., whereby we changed our name from “Legend Mining Inc.” to “Stevia First Corp.” As a result of our management change, the addition of key personnel, and the lease of property for laboratory and office space in California, we are pursuing our new business of being an agricultural biotechnology company engaged in the production of high purity, zero-calorie, all-natural stevia extracts for the global sweetener industry.  We are in the early stages of establishing a vertically-integrated enterprise that controls the process of stevia production from plant breeding through propagation, planting, cultivation, harvesting, processing and refining.  

Research and Development Activities

No research and development expenditures have been incurred, either on our account or sponsored by customers, during the past three years.

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Employees

We do not employ any persons on a full-time or on a part-time basis.  Avtar Dhillon is our President/Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer and Robert Brooke is our Vice President of Business Development. These individuals are primarily responsible for all our day-to-day operations. Other services are provided by outsourcing, consultant, and special purpose contracts.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

Plan of Operations

We have not yet generated or realized any revenues from our business operations.  Our auditors have issued a going concern opinion.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues to date.  There is no assurance we will ever reach this point.  Accordingly, we must raise cash from other sources.  Our only other source for cash at this time is investments by others in us.

Our current strategy is to build a vertically integrated stevia enterprise in North America through our internal development activities combined with acquisitions of assets and alliances with leading Chinese stevia plant breeders, growers, processors, and distributors of high-grade but low-cost stevia extracts with superior taste profiles.  We anticipate that our ongoing efforts, subject to adequate funding being available, will continue to be focused on successfully concluding negotiations for such acquisitions and alliances, and the building of a stevia tissue culture laboratory and nursery in California.  

Our plan of operation for the twelve months following the date of this quarterly report is to continue to review potential acquisitions and alliances, and to complete the build-out of a stevia tissue culture laboratory and nursery in California.  We are in the process of conducting due diligence reviews for potential business opportunities. Total expenditures over the next 12 months are expected to be $245,000.

We do not currently have enough funds on hand to cover our anticipated expenses for the next 12 months relating to possible acquisitions, alliances, facilities build-out, and the addition of personnel required to adequately staff such facilities.  Additional funding will be required in the form of equity financing from the sale of our common stock or from loans.  However, we do not have any arrangements in place for any future equity financing.  There can be no assurance that further sources of debt or equity will be available or on acceptable terms.

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Results of Operations

The following table sets forth our results of operations from inception on June 29, 2007 to September 30, 2011 as well as for the three month periods ended September 30, 2011 and 2010, and the six month periods ended September 30, 2011 and 2010.

Three Months Ended September 30, 2011 Compared to Three Months Ended September 30, 2010

Our net loss during the three months ended September 30, 2011 was ($84,359) compared to a net loss of ($7,712) for the three months ended September 30, 2010 (an increase in net loss of $76,647). During the three months ended September 30, 2011 and September 30, 2010, respectively, we did not generate any revenue.

During the three months ended September 30, 2011, we incurred general and administrative expenses in the aggregate amount of $75,160 compared to $6,869 incurred during the three months ended September 30, 2010 (an increase of $68,291). General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing and consulting costs.  In addition, during the three months ended September 30, 2011, we incurred related party consulting fees, related party rent, and related party reimbursements totaling $6,548 compared to $nil incurred during the three months ended September 30, 2010 (an increase of $6,548).

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This resulted in loss from operations of ($81,708) during the three months ended September 30, 2011 compared to a loss from operations of ($6,869) during the three months ended September 30, 2010.

During the three months ended September 30, 2011, we recorded total other expenses consisting of interest expense in the amount of ($2,651) compared to total other expenses consisting of interest expense recorded during the three months ended September 30, 2010 in the amount of ($843).

This resulted in a net loss of ($84,359) during the three months ended September 30, 2011 compared to a net loss of ($7,712) during the three months ended September 30, 2010.

The increase in net loss during the three months ended September 30, 2011 compared to the three months ended September 30, 2010 is attributable primarily to higher general and administrative costs for consulting and professional fees as we underwent a change of control and management as well as a name change and forward stock split.

Six Months Ended September 30, 2011 Compared to Six Months Ended September 30, 2010

Our net loss during the six months ended September 30, 2011 was ($93,299) compared to a net loss of ($15,620) for the six months ended September 30, 2010 (an increase in net loss of $77,679). During the six months ended September 30, 2011 and September 30, 2010, respectively, we did not generate any revenue.

During the six months ended September 30, 2011, we incurred general and administrative expenses in the aggregate amount of $79,863 compared to $14,139 incurred during the six months ended September 30, 2010 (an increase of $65,724). General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing and consulting costs.  In addition, during the six months ended September 30, 2011, we incurred related party consulting fees in the amount of $6,000 compared to $nil incurred during the six months ended September 30, 2010 (an increase of $6,000).  Also during the six months ended September 30, 2011, we incurred related party reimbursement and related party rent totaling $3,548 compared to $nil incurred during the six months ended September 30, 2010 (an increase of $3,548).

This resulted in loss from operations of ($89,411) during the six months ended September 30, 2011 compared to a loss from operations of ($14,139) during the six months ended September 30, 2010.

During the six months ended September 30, 2011, we recorded total other expenses consisting of interest expense in the amount of ($3,888) compared to total other expenses consisting of interest expense recorded during the six months ended September 30, 2010 in the amount of ($1,481).

This resulted in a net loss of ($93,299) during the six months ended September 30, 2011 compared to a net loss of ($15,620) during the three months ended September 30, 2010.

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The increase in net loss during the six months ended September 30, 2011 compared to the six months ended September 30, 2010 is attributable primarily to higher general and administrative costs for consulting and professional fees as we underwent a change of control and management as well as a name change and forward stock split.

Liquidity and Capital Resources

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

As of September 30, 2011, we had total current assets of $58,146. Our total current assets as of September 30, 2011 comprised of cash in the amount of $54,519 and prepaid expenses in the amount of $3,627. Our total current liabilities as of September 30, 2011 were $236,707 represented by accounts payable and accrued liabilities of $38,712, accounts payable to related parties of $6,548,  notes payable of $181,800 and accrued interest of $9,647. As a result, on September 30, 2011, we had a working capital deficiency of $178,561.

We are a development stage exploration company and have not generated any revenue to date from our activities. Despite our hope for revenues in the foreseeable future, we believe that revenues will be sparse and irregular and, if we receive any at all, will be far less than necessary to carry out our business forward without additional financing.  We have cash in the amount of $54,519 as of September 30, 2011, which is not anticipated to be sufficient to meet our projected expenditures in the next twelve months. Thus, in order to meet our capital needs, we will most likely need to raise funds from other sources to remain in business. We intend to raise additional money through private placements or shareholder loans; however, there can be no assurance that we will be able to raise additional money in the future.  If we need additional capital and cannot raise the necessary amount, we will either be required to suspend activities until we do raise the cash or cease activity entirely.

In addition to the issues set out above regarding our ability to raise capital, global economies are currently undergoing a period of economic uncertainty. This has resulted in numerous adverse effects, including unprecedented volatility in financial markets and stock prices, slower economic activity, decreased consumer confidence and commodity prices and reduced corporate profits and capital spending. We anticipate that the current economic conditions and the credit shortage will adversely impact our ability to raise financing.

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Net Cash Used in Operating Activities

We have not generated positive cash flows from operating activities. For the six months ended September 30, 2011, net cash flow used in operating activities was $56,077 compared to net cash flow used in operating activities of $11,672 for the six months ended September 30, 2010. Net cash flow used in operating activities during the six months ended September 30, 2011 consisted primarily of a net loss of ($93,299) adjusted by $30,564 for changes to accounts payable and accrued liabilities, $5,548 for changes to accounts payable to related party and $3,875 for accrued interest on loans.  Net cash flow used in operating activities during the six months ended September 30, 2010 consisted of a net loss of ($15,620) adjusted by $5,000 for expenses paid on behalf of us by a third party and $1,481 for accrued interest on loans.

Net Cash From Financing Activities

During the six months ended September 30, 2011, net cash flow provided from financing activities was $100,000 compared to net cash flow provided from financing activities of $15,000 for the six months ended September 30, 2010. Net cash flow provided from financing activities during the six months ended September 30, 2011 pertained primarily to $100,000 received as loans from the third party.

Loan Obligations

On December 23, 2008, the Company was granted a loan of $25,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of September 30, 2011 is $4,155.

On July 31, 2009, the Company was granted a loan of $5,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of September 30, 2011 is $650.

On December 18, 2009, the Company was granted a loan of $6,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of September 30, 2011 is $642.

On March 18, 2010, the Company was granted a loan of $5,800. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of September 30, 2011 is $535.

On June 14, 2010, the Company was granted a loan of $5,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of September 30, 2011 is $389.

On August 06, 2010, the Company was granted a loan of $15,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of September 30, 2011 is $1,036.

On November 16, 2010, the Company was granted a loan of $10,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of September 30, 2011 is $523.

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On March 30, 2011, the Company was granted a loan of $10,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of September 30, 2011 is $303.

On July 03, 2011, the Company issued a promissory note to an individual for exchanging a loan of $50,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of September 30, 2011 is $740.

On July 10, 2011, the Company issued a promissory note to an individual for exchanging a loan of $50,000. The loan is interest bearing at 6% per annum and payable upon demand. Interest accrued as of September 30, 2011 is $674.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern Statement

We have negative working capital, have not yet received revenues from sales of products or services, and have recurring losses from operations.  The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital.  The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended March 31, 2011, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.  Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support.  The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders.  Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

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Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements.  In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances.  Actual results could differ from those estimates made by management.

We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements.  

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  

Development Stage Company

The Company complies with its characterization of the Company as a development stage enterprise.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

It is management's opinion that all adjustments necessary for the fair statement of the results for the interim period have been made. All adjustments are of normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments.

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Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance with ASC 830, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

Fair Value of Financial Instruments

The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Advertising Costs

The Company expenses advertising costs as incurred.

Revenue Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

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Recent Accounting Pronouncements

The Management has evaluated the recently issued accounting pronouncements through the date of this report and has determined that their adoption will not have a material impact on the financial position, results of operations, or cash flows of the Company.

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, Avtar Dhillon (being our principal executive officer and our principal financial and accounting officer), to allow for timely decisions regarding required disclosure.  Our Chief Executive Officer and Chief Financial Officer is responsible for establishing and maintaining disclosure controls and procedures for our Company.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2011 (under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer), pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended.  As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting.  Based on this evaluation, our Company’s Chief Executive Officer and Chief Financial Officer has concluded that our Company’s disclosure controls and procedures were effective as of September 30, 2011.

Limitations on the Effectiveness of Controls

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met.  Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs.  These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control.  A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

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Changes in Internal Control over Financial Reporting

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

A material weakness is defined in Public Company Accounting Oversight Board Auditing Standard No. 5 as a significant deficiency, or a combination of significant deficiencies, in internal control over financial reporting that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Item 1.

 Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, affiliate, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None.

 Defaults Upon Senior Securities

None.

 (Removed and Reserved)

Not applicable.

None.

Item 6.

 Exhibits

*     Filed herewith

(1)  Filed as an Exhibit to the Company’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 and incorporated herein by this reference

(2)  Filed as an Exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on June 25, 2009 and incorporated herein by this reference

(3)  Filed as an Exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 26, 2011 and incorporated herein by this reference

(4)  Filed as an Exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 14, 2011 and incorporated herein by this reference

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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 FIRST CORP.

By: /s/ Avtar Dhillon

Avtar Dhillon

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a director (Principal Executive Officer and Principal Financial Officer)

Date: November 14, 2011

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