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STEV > SEC Filings for STEV > Form 8-K on 11-Jul-2012All Recent SEC Filings

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Form 8-K for STEVIA CORP


11-Jul-2012

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, F


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

COOPERATIVE AGREEMENT

On July 5, 2012, Stevia Asia Limited ("Stevia Asia"), a wholly-owned subsidiary of Stevia Corp. (the "Company") entered into a Cooperative Agreement (the "Cooperative Agreement") with Technew Technology Limited ("Technew"), a company incorporated under the companies ordinance of Hong Kong, and Zhang Jia, a Chinese citizen (together with Technew, the "Partners") pursuant to which Stevia Asia and Partners have agreed to engage in a joint venture to be owned 70% by Stevia Asia and 30% by Technew (the "Joint Venture"). The Partners will be responsible for managing the Joint Venture and Stevia Asia has agreed to contribute $200,000 per month, up to a total of $2,000,000 in financing, subject to the performance of the Joint Venture and Stevia Asia's financial capabilities.

The Cooperative Agreement shall automatically terminate upon either Stevia Asia or Technew ceasing to be a shareholder in the Joint Venture, or may be terminated by either Stevia Asia or Technew upon a material breach by the other party which is not cured within 30 days of notice of such breach.

The foregoing description is qualified in its entirety by reference to the Cooperative Agreement, a copy of which appears as Exhibit 10.1 to this Form 8-K and is incorporated by reference to this Item 1.01.

TECHNOLOGY AGREEMENT

On July 5, 2012, the Company entered into a Technology Acquisition Agreement (the "Technology Agreement") with Technew, pursuant to which the Company acquired the rights to certain technology from Technew in exchange for 3,000,000 shares of the Company's common stock.

The foregoing description is qualified in its entirety by reference to the Technology Agreement, a copy of which appears as Exhibit 10.2 to this Form 8-K and is incorporated by reference to this Item 1.01.



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

TECHNEW SHARES

The disclosure under Item 1.01 of this Current Report on Form 8-K relating to the Technology Agreement is incorporated in its entirety into this Item 3.02.

As described under Item 1.01, on July 5, 2012, the Company issued 3,000,000 shares of its common stock to Technew (the "Technew Shares"). The Technew Shares were issued in reliance upon Regulation S of the Securities Act of 1933, as

amended (the "Securities Act") in that the transaction with Technew took place outside the United States of America with a non-US person.

GROWERS SYNERGY SHARES

On July 5, 2012, the Company issued 500,000 shares of its common stock (the "Growers Synergy Shares") to Growers Synergy Pte Ltd., a corporation organized under the laws of Singapore and owned and controlled by George Blankenbaker, the president, director and a stockholder of the Company ("Growers Synergy"), as consideration for services rendered by Growers Synergy to the Company.

The Growers Synergy Shares were issued in reliance upon Regulation S of the Securities Act in that the transaction with Growers Synergy took place outside the United States of America with a non-US person.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.                       Description
-----------                       -----------

  10.1         Cooperative Agreement
  10.2         Technology Acquisition Agreement

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