Equity

9 Months Ended

Dec. 31, 2014

Equity

Equity

Note 13 – Equity

Shares Authorized

Upon formation the total number of shares of common stock which the Company is authorized to issue is One Hundred Million (100,000,000) shares, par value $0.001 per share.

On November 15, 2013, the Company approved an amendment to the Articles of Incorporations to increase the authorized number of shares to Two hundred and fifty million (250,000,000) shares, par value $0.001 per share.

Common Stock

Reverse Acquisition Transaction

Immediately prior to the Share Exchange Agreement on June 23, 2011, the Company had 79,800,000 common shares issued and outstanding. Simultaneously with the Closing of the Share Exchange Agreement, on the Closing Date, Mohanad Shurrab, a shareholder and, as of the Closing Date, the Company’s former Director, President, Treasurer and Secretary, surrendered 33,000,000 shares of the Company’s common stock to the Company for cancellation.

As a result of the Share Exchange Agreement, the Company issued 12,000,000 common shares for the acquisition of 100% of the issued and outstanding shares of Stevia Ventures International Ltd. Of the 12,000,000 common shares issued in connection with the Share Exchange Agreement, 6,000,000 of such shares were being held in escrow (“Escrow Shares”) pending the achievement by the Company of certain post-Closing business milestones (the “Milestones”), pursuant to the terms of the Make Good Escrow Agreement, between the Company, Greenberg Traurig, LLP, as escrow agent and the Ventures? Stockholder (the ?Escrow Agreement?).

·?? On December 23, 2011, 3,000,000 out of the 6,000,000 Escrow Shares have been earned by and released to Ventures stockholder upon achievement of the First Milestone within 180 days of June 23, 2011, the Closing Date associated with the First Milestone.  These shares were valued at $0.25 per share or $750,000 on the date of release and recorded as salary and compensation - officer.

·?? On June 23, 2013, the remaining 3,000,000 Escrow Shares have been earned by and released to Ventures stockholder upon achievement of the Second and the Third Milestones within two (2) years of June 23, 2011, the Closing Date associated with the Milestones.  These shares were valued at $0.20 per share or $600,000 on June 23, 2013 and recorded as salary and compensation - officer.

Common Shares Issued for Obtaining Employee and Director Services

October 14, 2011 Issuance of Common Shares for Director Services

On October 14, 2011 the Company issued 1,500,000 shares each to two (2) newly appointed members of the board of directors or 3,000,000 shares of its common stock in aggregate as compensation for future services. These shares shall vest with respect to 750,000 shares of restricted stock on each of the first two anniversaries of the date of grant, subject to the director’s continuous service to the Company as directors.  These shares were valued at $0.25 per share or $750,000 on the date of grant and are being amortized over the vesting period of two (2) years or $93,750 per quarter.

The Company recorded $187,500, $375,000 and $187,500 in directors’ fees for the reporting period ended March 31, 2014, 2013 and 2012, respectively.

December 4, 2013 Issuance of Common Shares for Director Services

On December 4, 2013 the Company issued 1,500,000 shares to a newly appointed member of the board of directors as compensation for future services. These shares shall vest 750,000 shares of restricted stock on each of the first two anniversaries of the date of grant, subject to the director’s continuous service to the Company as a director.  These shares were valued at $0.125 per share or $187,500 on the date of grant and are being amortized over the vesting period of two (2) years or $7,811 per month.

The Company recorded $31,250 in director’s fees for the reporting period ended March 31, 2014.

The Company recorded $70,313 in director’s fees for the reporting period ended December 31, 2014.

February 26, 2014 Issuance of Common Shares for Chairman and CEO

On February 26, 2014, the Company issued 20,000,000 Restricted Shares to George Blankenbaker, the Company's President and director for services to be rendered.  4,000,000 of such shares vested upon issuance and the remainder vest over the following four years in equal annual installments. These shares were valued at $0.053365 per share, the most recent PPM price of the Company's common shares or $1,067,300, $213,460 of which were recorded as salary and compensation upon issuance and $853,840 of which are being amortized over the vesting period of four years or $53,365 per quarter.

The Company recorded $35,577 in salary and compensation - officer for the reporting period ended March 31, 2014.

The Company recorded $160,095 in salary and compensation - officer for the reporting period ended December 31, 2014.

Common Shares Issued to Parties other than Employees for Acquiring Goods or Services

Common Shares Issued to a Related Party

On February 26, 2014, the Company issued 3,000,000 restricted shares to Growers Synergy Pte Ltd., a corporation organized under the laws of Singapore ("Growers Synergy"), all of which were fully vested at the time of issuance. These shares were valued at $0.053365 per share, the most recent PPM price of the Company's common shares or $160,095 and recorded as a consulting fee.

Common Shares Issued in Connection with Consulting Agreement

On April 18, 2013, the Company issued 1,000,000 shares of its common stock to Mountain Sky International Limited, a Hong Kong corporation (“Mountain Sky”), in consideration for consulting services rendered by Mountain Sky.  500,000 of the 1,000,000 shares vested at the time of grant, and 500,000 will vest on the one (1) year anniversary of the date of grant. The 500,000 shares that vested on April 30, 2013 were valued at $0.20 per share, the most recent PPM price of the Company's common shares or $100,000 and recorded as a consulting fee.

On February 26, 2014, the Company issued an aggregate of 4,300,000 shares of common stock pursuant to restricted stock award agreements to the consultants of the Company for services.  These shares were valued at $0.053365 per share, the most recent PPM price of the Company's common shares or $229,470 and recorded as a consulting fee.

On October 7, 2014, the Company issued an aggregate of 166,667 shares of common stock pursuant to consulting agreements to the consultant for services.  These shares were valued at $0.089545 per share, the monthly average trading price of the Company's common shares or $14,924 and recorded as a consulting fee.

Sale of Equity Units Including Common Stock and Warrants

April 1, 2012 Securities Purchase Agreement

On August 1, 2012, the Company entered into a Securities Purchase Agreement (the "SPA") with two (2) accredited institutional investors (the "Purchasers") to raise $500,000 in a private placement financing. On August 6, 2012, after the satisfaction of certain closing conditions, the Offering closed and the Company issued to the Purchasers: (i) an aggregate of 1,066,667 shares of the Company's common stock at $0.46875 per share and (ii) warrants to purchase 1,066,667 shares of the Company's common stock at an exercise price of $0.6405 expiring five (5) years from the date of issuance for a gross proceeds of $500,000.

At closing, the Company reimbursed the investor for legal fees of $12,500 and paid Garden State Securities, Inc,(“GSS”), who served as placement agent for the Company in the offering, (i) cash commissions equal to 8.0% of the gross proceeds received in the equity financing or $40,000, and (ii) a warrant to purchase 85,333 shares of the Company's common stock representing 8% of the Shares sold in the Offering with an exercise price of $0.6405 per share expiring five (5) years from the date of issuance (the  "agent warrants") to GSS  or its  designee.

The units were sold at $0.46875 per unit consisting one common share and the warrant to purchase one (1) common share for gross proceeds of $500,000.  In connection with the August 6, 2012 equity unit offering the Company paid (i) GSS cash commissions equal to 8.0% of the gross proceeds received in the equity financing, or $40,000 and (ii) $12,500 in legal fees and resulted in a net proceeds of $447,500.

Per the terms of the SPA, from the date until one (1) year anniversary of the closing date, if the Company issues or sells any shares of the Company’s common stock at a price that is less than the per share purchase price, than immediately without any obligation of or notice to the Purchasers, the per share purchase price paid shall be reduced to be the discounted per share purchase price and the number of shares issuable under this agreement shall be deemed increased to the subscription amount paid by such Purchaser. On October 1, 2013,

The Company issued 286,666 common shares to the investor according to this anti-dilutive term.

Exercise of Warrants with Issuance of New Warrants per the Warrant Reset Offer

On May 3, 2013, the Company entered into a Warrant Exercise Reset Offer Letter Agreement (the "Reset Letter") with an investor (the "Investor") whereby the Company and the Investor agreed that the Investor would immediately exercise his warrant to purchase 853,333 shares of common stock of the Company at an exercise price of $0.20 per share for cash in the aggregate of $170,667.  In  consideration  for the Investor's  immediate  exercise,  the Company agreed to issue to the Investor three (3) new warrants in the amounts of 1,877,333, 1,066,666  and  2,346,666,  with exercise  prices of $0.20,  $0.25 and $0.25 per share, respectively (the "Series A Warrants",  "Series B Warrants" and "Series C Warrants",  respectively,  and collectively  the "New  Warrants").  The Series A Warrants are subject to the Company's call right, and the Series C Warrants are only exercisable upon the Investor's exercise in full of the Series A Warrants. In connection with the Reset Letter, the Company agreed to use its best efforts to file a registration statement (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC") within ten (10) business days. The Company will use its best efforts to have the Registration Statement declared effective by the SEC within thirty (30) days. The Company filed a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") within ten (10) business days which was declared effective by the SEC within thirty (30) days.

April 8, 2014 Securities Purchase Agreement

On April 8, 2014, the Company entered into a Securities Purchase Agreement (the "SPA") with an investor to raise $225,000 in a private placement financing. Pursuant to the SPA, the Company issued to the investor: (i) an aggregate of 1,500,000 shares of the Company's common stock at $0.15 per share and (ii) warrants to purchase 4,000,000 shares of the Company's common stock at an exercise price of $0.45 per share expiring five (5) years from the date of issuance for a gross proceeds of $225,000.

Issuance of Common Stock per the Settlement Agreement

The Company acquired certain seeds in the amount of $1,807,000 in aggregate which were used for preparation of the fall planting for the 2014 spring harvest which started from the second half of February, 2014 and lasted through April, 2014, $1,042,000 of which was in default. The vendor of the Company sold its accounts receivable of $1,042,000 to Hanover Holdings I, LLC, a New York limited liability company ("Hanover"), an independent third party.  On July 12, 2013, Hanover commenced an action against the Company to recover the $1,042,000 of past-due accounts payable of the Company, plus fees and costs (the "Claim").  On July 25, 2013, the Supreme Court of the State of New York, County of New York (the  "Court"),  entered  an order (the  "Order")  approving a settlement  (the "Settlement Agreement") between the Company and Hanover, which became effective and binding upon the Company and Hanover upon execution of the Order by the Court on July 25, 2013.

On July 26, 2013, the Company issued and delivered to Hanover 7,500,000 shares (the "Initial  Settlement  Shares") of the Company's common stock,  $0.001 par value (the "Common  Stock"),  pursuant to the terms of the Settlement Agreement approved by the Order.

The Settlement Agreement provides that the Initial Settlement Shares will be subject to adjustment on the trading day immediately  following the Calculation Period to reflect the intention of the parties that the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement be based upon a specified discount to the trading volume weighted average price (the "VWAP") of the Common Stock for a specified period of time subsequent to the Court's entry of the Order.  Specifically, the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement shall be equal to the sum of: (i) the quotient obtained by dividing (A) $1,042,000 (representing the total amount of the Claim), by (B) 65% of the average of the lowest 40 VWAPs of the Common  Stock over the 120-consecutive trading day period (subject to extension under the Settlement Agreement) immediately following the date of issuance of the Initial Settlement Shares (or such shorter trading-day period as may be determined by Hanover in its sole discretion by delivery of written notice to the Company) (the "Calculation Period"); (ii) the quotient obtained by dividing (A) $22,500, representing (1) $25,000 of Hanover's legal fees and expenses incurred in connection with the Action that the Company has agreed to pay less (2) $2,500 heretofore paid by the Company, by (B) 100% of the VWAP of the Common Stock over the Calculation Period; and (iii) the quotient obtained by dividing (A) agent fees of $83,360, by (B) 100% of the VWAP of the Common Stock over the Calculation Period, rounded up to the nearest whole share (the "VWAP Shares").  As a result, the Company ultimately may be required to issue to Hanover substantially more shares of Common Stock than the number of Initial Settlement Shares issued (subject to the limitations described below).  The Settlement Agreement further provides that if, at any time and from time to time during the Calculation Period, Hanover reasonably believes that the total number of Settlement Shares previously issued to Hanover shall be less than the total number of VWAP Shares to be issued to Hanover or its designee in connection with the Settlement Agreement, Hanover may, in its sole discretion, deliver one or more written notices to the Company, at any time and from time to time during the Calculation Period, requesting that a specified number of additional shares of Common Stock promptly be issued and delivered to Hanover or its designee (subject to the limitations described below), and the Company will upon such request reserve and issue the number of additional shares of Common Stock requested to be so issued and delivered in the notice (all of such additional shares of Common Stock, "Additional Settlement Shares").  At the end of the Calculation Period, (i) if the number of VWAP Shares exceeds the number of Initial Settlement Shares and Additional Settlement Shares issued, then the Company will issue to Hanover or its designee additional shares of Common Stock equal to the difference between the number of VWAP Shares and the number of Initial Settlement Shares and Additional Settlement Shares, and (ii) if the number of VWAP Shares is less than the number of Initial Settlement Shares and Additional Settlement Shares issued, then Hanover or its designee will return to the Company for cancellation that number of shares of Common Stock equal to the difference between the number of VWAP Shares and the number of Initial Settlement Shares and Additional Settlement Shares.  Hanover may sell the shares of Common Stock issued to it or its designee in connection with the Settlement Agreement at any time without restriction, even during the Calculation Period.

The Settlement  Agreement  provides  that in no event  shall the number of shares of Common Stock issued to Hanover or its designee in connection  with the Settlement Agreement, when aggregated with all other shares of Common Stock then beneficially  owned by Hanover and its  affiliates  (as  calculated  pursuant to Section 13(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  and the  rules and  regulations  thereunder),  result in the  beneficial ownership by Hanover and its affiliates (as calculated pursuant to Section 13(d) of the Exchange  Act and the rules and  regulations  thereunder)  at any time of more than 9.99% of the Common Stock.

On September 30, 2013, the Company issued and delivered to Hanover 2,000,000 Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order. Since the issuance of the Initial Settlement Shares and Additional Settlement Shares described above, Hanover demonstrated to the Company's satisfaction that it was entitled to receive another 3,500,000 Additional Settlement Shares, based on the adjustment formula described above, and that the issuance of such Additional Settlement Shares to Hanover would not result in Hanover exceeding the beneficial ownership limitation set forth above. On December 13, 2013, the Company issued and delivered to Hanover another 3,500,000 Additional Settlement Shares and on January 22, 2014, the Company issued and delivered to Hanover the final 2,538,882 Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order.

The Company considered the settlement of debt with common shares as an extinguishment of debt and applied extinguishment accounting accordingly.  The Company compared the trade accounts payable and related settlement costs with the fair value of common shares issued. Because the fair value of common shares issued was $561,077 greater than trade accounts payable and related settlement costs, the Company applied extinguishment accounting, resulting in a loss on extinguishment of debt of $561,077, for the reporting period ended March 31, 2014.

Issuance of Common Stock for Accounts Payable Conversion

On February 26, 2014, the Company agreed to convert an aggregate of $893,579.93 of advances for working capital received from George Blankenbaker, the Company's President and director, and entities affiliated with Mr. Blankenbaker, into an aggregate of 16,744,682 shares of common stock valued at the Company's most recent PPM price of $0.053365 per share.

Warrants

Issuances of Warrants in Connection with Securities Purchase Agreement

On August 6, 2012, the Company issued (i) warrants to purchase 1,066,667 shares of the Company’s common stock to the investors with an exercise price of $0.6405 per share subject to certain adjustments per Section 3(b) Subsequent Equity Sales of the SPA expiring five (5) years from the date of issuance in connection with the sale of common shares. The exercise price and number of warrant shares were reset to $0.25 per share and 2,732,801 shares, respectively, due to the occurrence of the February 26, 2013 reset event.

On April 8, 2014, the Company issued warrants to purchase 4,000,000 shares of the Company's common stock at an exercise price of $0.45 expiring five (5) years from the date of issuance in connection with the sale of common shares.

Issuance of Warrants to the Placement Agent as Compensation

Garden State Securities, Inc. (the "GSS") served as the placement agent of the Company for the equity financing on August 1, 2012. Per the engagement agreement signed between GSS and the Company, in consideration for services rendered as the placement agent, the Company agreed to: (i) pay GSS cash commissions equal to 8.0% of the gross proceeds received in the equity financing, or $40,000, and (ii) issue to GSS  or its  designee,  a warrant  to  purchase  85,333  shares  of  the  Company's  common  stock representing  8% of the warrants sold in the Offering) with an exercise price of $0.6405 per share subject to certain adjustments per Section 3(b) Subsequent Equity Sales of the SPA expiring five (5) years from the date of issuance (the "agent warrants"). The agent warrants also provide for the same registration rights and obligations as set forth in the Rights Agreement with respect to the Warrants and Warrant Shares. The exercise price and number of warrant shares were reset to $0.25 per share and 2,732,801 shares, respectively, due to the occurrence of the February 26, 2013 reset event.

Garden State Securities, Inc. (the "Placement Agent") served as the placement agent of the Company for the Warrant Reset Offering on May 6, 2013. In consideration for services rendered as the Placement Agent, the Company agreed to: (i) pay to the Placement Agent cash commissions equal to $13,653, (ii) warrants equal to eight percent (8%) of the aggregate number of shares exercised by the Investor, and (iii) upon exercise of the New Warrants by the Company,  the  Placement  Agent will receive additional  warrants  equal to eight percent (8%) of the number of shares issued upon exercise of the New Warrants (collectively, the "Agent Warrants").

On March 30, 2014, the Company issued warrants to purchase 563,874 common shares with exercise prices ranging from $0.053365 to $0.30 per share expiring five (5) years from the date of issuance to the placement agent.

On May 15, 2014, the Company issued warrants to purchase 423,931 common shares with exercise prices ranging from $0.0426 to $0.30 per share expiring five (5) years from the date of issuance to the placement agent.

During the quarter ending September 30, 2014, the Company issued warrants to purchase 1,443,624 common shares with exercise prices ranging from $0.04875 to $0.375 per share expiring five (5) years from the date of issuance to the placement agent.