MALACHITE INNOVATIONS, INC. - Quarter Report: 2012 June (Form 10-Q)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]   No [X]

As of August 9, 2012, there were 52,389,008 shares of the registrant’s common stock outstanding.  

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STEVIA FIRST CORP.

Quarterly Report On Form 10-Q

For The Quarterly Period Ended

June 30, 2012

INDEX

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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

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STEVIA FIRST CORP.

(Formerly Legend Mining Inc.)

(A Development Stage Company)

FINANCIAL STATEMENTS

JUNE 30, 2012

(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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STEVIA FIRST CORP.

(Formerly Legend Mining Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012

(Unaudited)

1.  NATURE AND CONTINUANCE OF OPERATIONS

Stevia First Corp. (the “Company”, “we”, “us”, or “our”) formerly Legend Mining Inc., was incorporated under the laws of the State of Nevada on June 29, 2007. During the period from July 1, 2007 (inception) to June 30, 2011, the Company commenced operations by issuing shares and acquiring a mineral property located in the Province of Saskatchewan, Canada. The Company was unable to keep the mineral claim in good standing due to lack of funding, and accordingly its interest in it has expired. On October 10, 2011, the Company completed a merger with its wholly-owned subsidiary, Stevia First Corp., whereby it changed its name from “Legend Mining Inc.” to “Stevia First Corp.” In connection with a related change in management, the addition of key personnel, and the lease of property for laboratory and office space in California, the Company is now pursuing its new business as an agricultural biotechnology company engaged in the cultivation and harvest of stevia leaf and the development of stevia products.  The Company has not produced any revenues and is considered a development stage company.  The Company's fiscal year end is March 31.  

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 $1,858,023 as at June 30, 2012, 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 obtaining 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, loans and private placements of equity or debt securities. There is no assurance that the Company will be able to obtain further loans, or that the Company will be able to raise sufficient funds through private placements or otherwise.   

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S.”) for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. The unaudited condensed consolidated financial statements contain all normal recurring accruals and adjustments that, in the opinion of the Company’s management, are necessary to present fairly the condensed consolidated financial position of the Company as of June 30, 2012, the unaudited condensed consolidated results of its operations for the three months ended June 30, 2012 and 2011, and the unaudited condensed consolidated cash flows for the three months ended June 30, 2012 and 2011.

Development Stage Company

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

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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.

Foreign Currency Translation

The functional currency is United States dollars and 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 that 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.  There were $12,495 in advertising costs incurred in the three months ended June 30, 2012 and no advertising costs incurred in the three months ended June 30, 2011.    

Leasehold Impairment

The Company reviews for impairment of leasehold assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss is recognized when the sum of the estimated undiscounted future cash flows expected to result from the use of the leasehold asset and its eventual disposition is less than its carrying amount. The assessment is based on the carrying amount of the leasehold asset at the date it is tested for recoverability, whether in use or under development. An impairment loss is measured as the amount by which the carrying amount of the leasehold asset exceeds its fair value. As of June 30, 2012, the Company has fully impaired the leasehold improvement costs of $55,088.

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 as income (loss) in the period that includes the enactment date.

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Stock-Based Compensation

The Company accounts for stock based compensation by recognizing the fair value of stock-based compensation as an expense in the calculation of net income (loss). The Company recognizes stock compensation expense in the period in which the employee or director is required to provide service, which is generally over the vesting period of the individual equity instruments. Stock-based compensation issued to consultants for services performed are recorded at the fair value of the shares or the options to purchase shares at the time they are issued and are expensed as service is provided.  The volatility used by the Company in computing the fair value of stock options is based on the Company’s trading activity since late February 2012.  Although there are limited days to evaluate volatility, the long-term nature of all outstanding options minimizes the effect of modest changes in volatility on the Black-Scholes model of fair value for the options. The underlying stock price used by the Company in computing the fair value of all outstanding options was an estimate of the stock price per share agreed to by a third-party investor in a financing agreement dated February 7, 2012.   

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.

As of June 30, 2012, the Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Recent Accounting Pronouncements

The Company’s 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.  RECLASSIFICATION

Certain 2011 expenses have been combined in order to conform the Company's prior year’s presentation into the Company’s current year’s presentation format.

5.  EQUITY

As of June 30, 2012, the total number of common shares authorized that may be issued by the Company is 525,000,000 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. This stock split has been retroactively applied throughout our financial statements.

Equity Financings

During the period from June 29, 2007 (inception) to March 31, 2008, the Company issued 51,450,000 shares of common stock for total cash proceeds of $25,000 (on a split-adjusted basis).

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On February 7, 2012, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with one investor, pursuant to which such investor irrevocably agreed to purchase $1,250,000 in common stock and convertible debentures from us over a twelve month period beginning on March 1, 2012.  Under the Subscription Agreement, the investor agreed to purchase an aggregate of 625,000 shares of common stock and convertible debentures with an aggregate principal amount of $625,000 in five tranches, for proceeds to us of $250,000 per tranche, under the following schedule: (i) on March 1, 2012, 125,000 shares of common stock and a $125,000 debenture convertible into shares of our common stock at a conversion price of $0.65; (ii) on June 1, 2012, 125,000 shares of common stock and a $125,000 debenture convertible into shares of our common stock at a conversion price of $0.80; (iii) on September 1, 2012, 125,000 shares of common stock and a $125,000 debenture convertible into shares of our common stock at a conversion price of $0.95; (iv) on December 1, 2012, 125,000 shares of common stock and a $125,000 debenture convertible into shares of our common stock at a conversion price of $1.10; and (v) on March 1, 2013, 125,000 shares of common stock and a $125,000 debenture convertible into shares of our common stock at a conversion price of $1.25. The conversion price of the common stock underlying each of the convertible debentures is subject to adjustment upon a reclassification or other change in our outstanding common stock and certain distributions to all holders of our common stock.

On May 22, 2012, the Company received an advance payment of $850,000 from the investor under the Subscription Agreement, which represented all remaining amounts owed by the investor under the Subscription Agreement. Prior to the Company’s receipt of the investor’s advance payment of $850,000, the investor had purchased common stock and convertible debentures under the Subscription Agreement for total proceeds to the Company of $400,000.  In connection with the investor’s advance payment, on May 25, 2012, the Company has issued to the investor an additional 425,000 shares of common stock and four convertible debentures with the following principal amounts and exercise prices:  (i) a $50,000 debenture convertible into shares of common stock at a conversion price of $0.80; (ii) a $125,000 debenture convertible into shares of common stock at a conversion price of $0.95; (iii) a $125,000 debenture convertible into shares of common stock at a conversion price of $1.10; and (iv) a $125,000 debenture convertible into shares of common stock at a conversion price of $1.25; with the aggregate principal amount of all such convertible debentures totaling $425,000.

2012 Stock Incentive Plan

The Company has adopted a stock option and incentive plan (the “2012 Stock Incentive Plan”). Pursuant to the terms of the 2012 Stock Incentive Plan, t he exercise price for all equity awards issued under the 2012 Stock Incentive Plan is based on the market price per share of the Company’s common stock on the date of grant of the applicable award .

On February 24, 2012, Dr. Avtar Dhillon, a director of the Company, was granted an option to purchase 500,000 shares of our common stock at an exercise price of $0.10.  The option vested in full on April 1, 2012.

The Company has issued options to purchase 1,150,000 shares of common stock to nine consultants.  One quarter of the common shares subject to each of those options vests on each of the six (6) monthly anniversaries of the grant date. The Company has also issued options to purchase 450,000 shares of the Company’s common stock to a consultant that became fully vested on April 1, 2012.

The Company issued no options to purchase shares of its common stock during the three months ended June 30, 2012.

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A summary of the Company’s stock option activity for the period ended June 30, 2012 is presented below:

From inception through June 30, 2012, we had expensed total stock-based compensation of $1,148,530 and the remaining unamortized cost of the outstanding stock-based awards was $949,160. This cost will be amortized on a straight line basis over a weighted average remaining vesting period of 2 years and will be adjusted for subsequent changes in estimated forfeitures. Future option grants will increase the amount of compensation expense that will be recorded.

A summary of the Company’s expected stock-based compensation cost is presented below:

6.  INCOME TAXES

The provision (benefit) for income taxes for the three months ended June 30, 2012, and 2011, was as follows (using a 34 percent effective Federal income tax rate in 2012 and 2011):

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7.  NOTES PAYABLE

From inception to March 31, 2010, the Company issued four separate promissory notes with an aggregate principal amount of $41,800.  Each of the promissory notes was payable upon demand and bore interest at 6.0%.  Interest accrued in aggregate for these promissory notes as of May 24, 2012 , the date of their cancellation, was $7,577.  

During the fiscal year ended March 31, 2011, the Company issued four separate promissory notes with an aggregate principal amount of $40,000.  Each of the promissory notes was payable upon demand and bore interest at 6.0%.  Interest accrued in aggregate for these promissory notes as of May 24, 2012 , the date of their cancellation, was $3,808.

During the fiscal year ended March 31, 2012, the Company issued three separate promissory notes with an aggregate principal amount of $115,000. Each of the promissory notes was payable upon demand and bore interest at 6.0%.  Interest accrued in aggregate for these promissory notes as of May 24, 2012 , the date of their cancellation, was $5,823.  

As of June 30, 2012, notes payable and accrued interest balance were zero (but see Note 8 - Convertible Notes Payable) .  

8.  CONVERTIBLE NOTES PAYABLE

The Company’s outstanding convertible debentures as of June 30, 2012 are as follows:  (i) a $250,000 convertible debenture, issued on January 31, 2012, which matures on January 31, 2015; (ii) a $125,000 convertible debenture issued on March 21, 2012, pursuant to the Subscription Agreement, which matures on March 21, 2015, and (iii) a $75,000 convertible debenture issued on March 23, 2012, pursuant to the Subscription Agreement, which matures on March 23, 2015, and (iv) four convertible debentures issued on May 25, 2012, pursuant to the Subscription Agreement, with an aggregate principal amount of $425,000, which all mature on May 25, 2015. If the outstanding principal on all of those convertible debentures were converted into common shares, as of June 30, 2012, the holders therof would receive 786,058 shares of common stock, which would represent $1,249,832 if valued at the market price of the Company’s common stock on June 30, 2012, ans exceeds the face value of the notes by $799,832.  A discount of $177,404 has been applied to those debentures related to their conversion feature because the conversion price of certain of these debentures was below the trading price of the Company’s common stock on the date of the issuance of each debenture.  This discount is being expensed as interest over the term of the debentures.

The anticipated amortization of the discount on the convertible notes is as follows:

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9.  RELATED PARTY TRANSACTIONS

Effective as of September 1, 2011, the Company entered into an unsecured lease agreement with World Ranches LLC (“One World Ranches”), which is jointly-owned by Dr. Avtar Dhillon, the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains, for office and laboratory space located at 5225 Carlson Rd., Yuba City, CA 95993 for a term of five years expiring on September 1, 2016 at a rate of $1,000 per month.  

Effective as of January 1, 2012, the Company modified the lease agreement to provide for additional office and laboratory space for an additional $500 per month, for a total rental payment of $1,500 per month.

On April 23, 2012, the Company entered into a lease agreement (the “Sutter Lease”) with Sutter Buttes LLC (“Sutter Buttes”), pursuant to which the Company has agreed to lease from Sutter Buttes approximately 1,000 acres of land in Sutter County, California on which the Company intends to cultivate and harvest the stevia plant.  The Sutter Lease begins on May 1, 2012 and expires on May 1, 2014 and the Company has paid the aggregate amount of all rent payments thereunder, totaling $250,000. One World Ranches and Sutter Buttes, the landlords under the Carlson Lease and the Sutter Lease, respectively, are each jointly-owned  by Dr. Avtar Dhillon, the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains.   

10.  LEASE OBLIGATIONS

Effective as of September 1, 2011, the Company entered into an unsecured lease agreement for office and laboratory space located at 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.

Effective as of January 1, 2012, the Company modified the unsecured lease agreement to provide for additional office and laboratory space for an additional $500 per month, for an aggregate rental amount of $1,500 per month.

On April 23, 2012, the Company entered into a further lease agreement for certain office and laboratory space located at 5225 Carlson Road, Yuba City, California, which supersedes and replaces the prior lease (such current lease agreement, the “Carlson Lease”) .  The Carlson Lease begins on May 1, 2012 and expires on May 1, 2017 and the Company’s rent payments are $2,300 per month.  

On April 23, 2012, the Company entered into a lease agreement (the “Sutter Lease”) with Sutter Buttes LLC (“Sutter Buttes”), pursuant to which the Company has agreed to lease from Sutter Buttes approximately 1,000 acres of land in Sutter County, California on which the Company intends to cultivate stevia and use for processing operations.  The Sutter Lease begins on May 1, 2012 and expires on May 1, 2014 and the Company has paid the aggregate amount of all rent payments thereunder, totaling $250,000.

As of the June 30, 2012, , the remaining scheduled minimum rental payments required for each of the five succeeding fiscal years are as follows:

11.  SECURITY DEPOSIT

The Company has paid a refundable security deposit under the Carlson Lease.  See Note 10 - Lease Obligations.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance.  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.  These forward-looking statements speak only as of the date on which they are made.  Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Overview of our Business

We were incorporated in the State of Nevada on June 29, 2007 and commenced operations as a development stage exploration company.  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 and agricultural land in California, we are pursuing our new business as an agricultural biotechnology company engaged in the cultivation and harvest of stevia leaf and the development of stevia products. 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, and harvesting, and which also develops, markets, and sells stevia products.  Unless the context otherwise requires, all references in this Report to “we,” “us,” “our,” “the Company,” or “Stevia First” refer to Stevia First Corp.

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Plan of Operations

We have not yet generated or realized any revenues from our business operations. In their report on the annual consolidated financial statements for the fiscal year ended March 31, 2012, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. This means that there is substantial doubt that we can continue as an on-going business unless we obtain additional capital or generate sufficient cash from our operations. We do not expect to generate cash from our operations for the foreseeable future. The continuation of our business is dependent upon our ability to obtain loans or sell securities to new and existing investors.

As described further under the heading “Liquidity and Capital Resources” below, (i) on January 31, 2012, we issued a $250,000 convertible debenture to an investor in a private placement (the “January Private Placement”) and (ii) on February 7, 2012, we entered into a subscription agreement (the “February Subscription Agreement”) with one investor, pursuant to which such investor irrevocably agreed to pay us $1,250,000 over a 12 month period beginning on March 1, 2012, in consideration for our issuance of 625,000 shares of common stock and convertible debentures with an aggregate principal amount of $625,000.  On May 22, 2012, we received advance payment from the investor for all remaining tranches under the February Subscription Agreement and issued the remaining shares of common stock and convertible debentures thereunder.

Our current strategy is to build a vertically integrated stevia enterprise in North America through our internal research and development, cultivation of stevia in California’s Central Valley, product development activities combined with acquiring rights to additional land suitable for stevia planting, and forming alliances with leading California growers, current manufacturers and distributors of high-grade but low-cost stevia extracts with superior taste profiles.

Over the 12 months following the date of this report, we expect to continue to review potential acquisitions and alliances including the purchase of rights to additional land that is suitable for stevia cultivation, and to complete the build-out of a stevia tissue culture laboratory and nursery in California.   We currently have three full-time employees and two part-time employees.  Total expenditures over the next 12 months are expected to be approximately $1,000,000. After giving effect to the funds raised in the January Private Placement and the February Subscription Agreement, as of the date of this report we expect to have sufficient funds to operate our business for at least 12 months. However, our estimate of total expenditures could increase if we encounter unanticipated difficulties. In addition, our estimates of the amount of cash necessary to fund our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect. If we cannot raise the money that we need in order to continue to develop our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail. We expect to continue to seek funding from our stockholders and other qualified investors in order to pursue our business plan. We do not have any arrangements in place for any future financing. Sources of additional funds may not be available on acceptable terms or at all.

As further discussed under the heading “Liquidity and Capital Resources” below, we will need to raise additional funds in order to continue operating our business.

Results of Operations

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

The following table sets forth our results of operations for the three month periods ended June 30, 2012 and 2011.

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Our net loss during the three months ended June 30, 2012 was $426,508 compared to a net loss of $8,940 for the three months ended June 30, 2011,(an increase in net loss of $417,568. During the three months ended June 30, 2012 and June 30, 2011, respectively, we did not generate any revenue.

During the three months ended June 30, 2012, we incurred general and administrative expenses of $335,463 compared to $4,703 incurred during the three months ended June 30, 2011 an increase of $330,760. General and administrative expenses generally include salary, rent; stock based compensation cost, financial and administrative contracted services and travel expenses. In addition, during the three months ended June 30, 2012, we incurred related party rent for $26,933 compared to $0 incurred during the three months ended June 30, 2011, an increase of $26,933.  During the three months ended June 30, 2012, we incurred related party consulting fees of $0 compared to $3,000 incurred during the three months ended June 30, 2011. We also recorded $16,997 in leasehold improvement expenses and $22,277 in professional fees during the three months ended June 30, 2012 compared to $0 for both of these categories during the three months ended June 30, 2011.

During the three months ended June 30, 2012, we recorded interest expense in the amount of $24,937 compared to $1,237 for the three months ended June 30, 2011.

The increase in net loss during the three months ended June 30, 2012 compared to the three months ended June 30, 2011 is attributable primarily to higher general and administrative expenses incurred in the transition of our business from one with nominal operations to an agricultural biotechnology company engaged in the cultivation and harvest of stevia leaf and the development of stevia products, including expenses related to consulting and professional fees as we underwent a change of control and management as well as a name change and forward stock split. In addition, we instituted a stock incentive plan and granted options to employees and consultants, which has resulted in an increase in stock-based compensation expenses. The Company had no operations during the three month period ended June 30, 2011.

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.

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As of June 30, 2012, we had total current assets of $1,148,113. Our total current assets as of June 30, 2012 were comprised of cash in the amount of $917,146, prepaid expenses in the amount of $229,467 and a security deposit of $1,500. Our total current liabilities as of June 30, 2012 were $88,886 represented primarily by accounts payable and accrued liabilities of $79,335 and accounts payable to a related party of $9,551. As a result, on June 30, 2012, we had a working capital of $1,059,227.

As of June 30, 2012 our long term liabilities were $717,308, which consisted of convertible notes payable in the amount of $717,308, net of a discount of $157,692.

Recent Financings

On January 31, 2012, we issued a $250,000 convertible debenture to a single investor in the January Private Placement. The debenture bears interest at the rate of 6.0% per annum, payable semi-annually in arrears on June 30 and December 31 of each year beginning on June 30, 2012. The debenture is convertible at the holder’s option into our common stock at an initial conversion price of $0.50 per share. We may elect to make interest payments in common stock valued at the conversion price. The entire principal balance of the debenture is due and payable three years following its issuance unless earlier redeemed by us in accordance with its terms. We may repay the principal and interest owing under the debenture in common stock at maturity or upon redemption of the debenture. The debenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the debenture to become or to be declared due and payable.

On February 7, 2012, we entered into the February Subscription Agreement pursuant to which, beginning on March 1, 2012, the investor thereunder irrevocably agreed to pay $1,250,000 in consideration for our issuance of 625,000 shares of our common stock and convertible debentures with an aggregate principal amount of $625,000. Pursuant to the terms of the February Subscription Agreement, the investor agreed to purchase such shares and such convertible debentures in five tranches, for proceeds to us of $250,000 per tranche, under the following schedule: (i) on March 1, 2012, 125,000 shares of common stock and a $125,000 debenture convertible into shares of our common stock at a conversion price of $0.65; (ii) on June 1, 2012, 125,000 shares of common stock and a $125,000 debenture convertible into shares of our common stock at a conversion price of $0.80; (iii) on September 1, 2012, 125,000 shares of common stock and a $125,000 note convertible into shares of our common stock at a conversion price of $0.95; (iv) on December 1, 2012, 125,000 shares of common stock and a $125,000 note convertible into shares of our common stock at a conversion price of $1.10; and (v) on March 1, 2013, 125,000 shares of common stock and a $125,000 note convertible into shares of our common stock at a conversion price of $1.25. The conversion price of the common stock underlying each of the convertible debentures is subject to adjustment upon a reclassification or other change in our outstanding common stock and certain distributions to all holders of our common stock, and the conversion prices for all tranches may be set to $1.50 in the event that funding does not occur pursuant to the defined schedule.  On May 22, 2012, we received an advance payment of $850,000 from the investor under the February Subscription Agreement, which represented all remaining amounts owed by the investor under the February Subscription Agreement.  After our receipt of the investor’s advance payment of $850,000, the investor has purchased common stock and convertible debentures under the February Subscription Agreement for total proceeds to us of $1,250,000.  

Each convertible debenture issued pursuant to the February Subscription Agreement bears interest at the rate of 6.0% per annum, payable semi-annually in arrears on June 30 and December 31 of each year, and is  convertible at the holder’s option into our common stock at the applicable conversion price. We may elect to make interest payments in common stock valued at the conversion price. The entire principal balance of each debenture is due and payable three years following its date of issuance unless earlier redeemed by us in accordance with its terms. We may repay the principal and interest owing under each of the debentures in common stock at maturity or upon redemption of the debenture. The debenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the debenture to become or to be declared due and payable.

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We are a development stage company and have not generated any revenue to date from our activities. We believe that if we do generate revenues in the foreseeable future, such revenues would be sparse and irregular and they would be less than necessary to carry our business forward without additional financing. We had cash in the amount of $ 917,146 as of June 30, 2012 .  As we discuss under the heading “Plan of Operations” above, our total expenditures over the next 12 months are expected to be approximately $1,000,000. After giving effect to the funds raised in the January Private Placement and the February Subscription Agreement, as of the date of this report we expect to have sufficient funds to operate our business for at least 12 months. However, our estimate of total expenditures could increase if we encounter unanticipated difficulties. In addition, our estimates of the amount of cash necessary to fund our business may prove to be wrong, and we could spend our available financial resources much faster than we currently expect.  If we cannot raise the money that we need in order to continue to develop our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail. Management’s plans are to continue to seek funding from our stockholders and other qualified investors in order to pursue our business plan.  We do not have any arrangements in place for any future financing. Sources of additional funds may not be available on acceptable terms or at all.

Net Cash Used in Operating Activities

We have not generated positive cash flows from operating activities. For the three months ended June 30, 2012, net cash used in operating activities was $490,055 compared to net cash used in operating activities of $10,202 for the three months ended June 30, 2011.  This increase is due to the increase in our operations as we began transitioning to our new business as an agricultural biotechnology company during the second half of the fiscal year ended March 31, 2012. Net cash used in operating activities during the three months ended June 30, 2012 consisted primarily of a net loss of $426,508 and a decrease of $228,267 of prepaid expense, offset by $168,650 related to stock-based compensation. Net cash used in operating activities during the three months ended June 30, 2011 consisted of a net loss of $8,940 offset by $1,224 increase in accrued interest on loans and $250 for prepaid expense and $1,736 decrease for accounts payable and accrued liabilities and $1,000 decrease for accounts payable to related party.

Net Cash Provided By Financing Activities

Net Cash Used in Investing Activities

During the three months ended June 30, 2012, net cash used in investing activities was $16,997 compared to net cash used in investing activities of $0 for the three months ended June 30, 2011. Net cash used in investing activities during the three months ended June 30, 2012 was primarily a result of leasehold improvements that were amortized fully in the amount of $16,997.

Loan Obligations

On May 24, 2012, we entered into note exchange agreements (each, a “Note Exchange Agreement”) with two holders of eleven separate outstanding promissory notes with an aggregate principal amount of $196,800 that were issued between December 23, 2008 and October 26, 2011.  Pursuant to the Note Exchange Agreements, on May 25, 2012, all principal and accrued but unpaid interest under these outstanding promissory notes, totaling approximately $214,008, were canceled in exchange for our issuance to the holders of such notes of 214,008 shares of our common stock at a conversion rate of $1.00 per share.  

Off-Balance Sheet Arrangements

None.

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Going Concern Statement

We 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, 2012, 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.

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 U.S. dollars.

Development Stage Company

We comply with our 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 is included of the nature and amount of any adjustments other than normal recurring adjustments.

Fair Value of Financial Instruments

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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 that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Advertising Costs

We expense advertising costs as incurred.

Leasehold Impairment

Revenue Recognition

We have no current source of revenue; therefore we have yet adopted any policy regarding the recognition of revenue or cost.

Income Taxes

We follow 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 as income (loss) in the period that includes the enactment date.

Basic and Diluted Loss Per Share

We compute 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 stockholders 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.

As of June 30, 2012, we had no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Recent Accounting Pronouncements

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

Not Applicable.

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Item 4.  Controls and Procedures

Disclosure Controls and Procedures

Description of Material Weaknesses and Management’s Remediation Initiatives

(1)  Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the three months ended June 30, 2012, weinternally performed all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. Due to the fact that these duties were often performed by the same person, there was a lack of review over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

(2) Insufficient corporate governance policies. The Company does not have an audit committee or a majority of independent members on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Internal Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

In addition, projections of any evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 1A.  Risk Factors

Not applicable.

Item 6.  Exhibits

*     Filed herewith

(1)  Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2012, filed with the SEC on July 13, 2012.

(2)  Incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2012, filed with the SEC on July 13, 2012.

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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/ Robert Brooke

Robert Brooke

Chief Executive Office

(Principal Executive Officer and Principal Financial Officer)

Date:   August 13, 2012

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EXHIBIT INDEX

*     Filed herewith

(1)  Incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2012, filed with the SEC on July 13, 2012.

(2)  Incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2012, filed with the SEC on July 13, 2012.