Stevia Nutra Corporation (EM)【STNT】株式ニュース

Stevia Nutra Corp.
Notes to Unaudited Consolidated Financial Statements
Note 1. Description of Business
Acquisition of New Earth Development Corporation
On February 21, 2020, the Company entered into an Acquisition, Funding Agreement (the “Agreement”) with Gold
River Productions, Inc., a Colorado corporation and the parent corporation to its wholly owned subsidiary New Earth
Development Corporation (“NEDC”), an Illinois corporation, which in turn is the parent corporation to its wholly
owned subsidiary Hemp Armor Inc., RushNet Inc., a Colorado corporation, and Joshua Spooner, an Illinois resident
(see Note 5. Acquisition of New Earth Development Corporation).
Pursuant to the terms of the Agreement, the Company received all of the stock and other ownership of NEDC, which
makes both New Earth Development Corporation and its wholly owned subsidiary, Hemp Armor Inc, wholly owned
subsidiaries of the Company as of February 21, 2020. As consideration for all of the stock and ownership interests in
NEDC, the Company has agreed to (i) issue 2,500,000 shares of its common stock in exchange for all of the shares
and ownership interests of NEDC, (ii) provide five million dollars USD ($5,000,000) of funding to NEDC (the
“Funding”), and (iii) agrees that Joshua Spooner shall serve as the Chief Executive Officer of Hemp Armor Inc., with
Mr. Spooner managing Hemp Armor Inc. from his Illinois office.
Hemp Armor Inc. will use the Funding to build the first manufacturing facility to capitalize on the opportunity, and to
corner, the market of hemp bio-textiles and composites to significantly upgrade modern textiles, and to provide new
raw material resources for superior attire for the safety of the user, and in part to accommodate increasing demand for
textiles, and the creation of a renewable source of raw bio-textiles, for application in aerospace, automotive, law
enforcement, the Department of Defense, and to enable it to construct a 600 meter ballistic testing range. Hemp Armor
will also seek to produce primarily high strength woven design that will house the flexible ballistic material
formulations known as CarbonEra™, which will be manufactured pursuant to a licensing agreement with Nova
Graphene™.

Note 5. Acquisition of New Earth Development Corporation
On February 21, 2020, the Company entered into an Acquisition, Funding Agreement (the “Agreement”) with Gold
River Productions, Inc., a Colorado corporation and the parent corporation to its wholly owned subsidiary New Earth
Development Corporation, an Illinois corporation, which in turn is the parent corporation to its wholly owned
subsidiary Hemp Armor Inc., RushNet Inc., a Colorado corporation, and Joshua Spooner, an Illinois resident.
Pursuant to the terms of the Agreement, the Company received all of the stock and other ownership of New Earth
Development Corporation, which makes both New Earth Development Corporation and its wholly owned subsidiary,
Hemp Armor Inc, wholly owned subsidiaries of the Company as of February 21, 2020. As consideration for all of the
stock and ownership interests in New Earth Development Corporation, the Company has agreed to (i) issue 2,500,000
shares of its common stock in exchange for all of the shares and ownership interests of New Earth Development
Corporation, (ii) provide five million dollars USD ($5,000,000) of funding to New Earth Development Corporation
(the “Funding”), and (iii) agrees that Joshua Spooner shall serve as the Chief Executive Officer of Hemp Armor Inc.,
with Mr. Spooner managing Hemp Armor Inc. from his Illinois office.
Hemp Armor Inc. will use the Funding to build the first manufacturing facility to capitalize on the opportunity, and to
corner, the market of hemp bio-textiles and composites to significantly upgrade modern textiles, and to provide new
raw material resources for superior attire for the safety of the user, and in part to accommodate increasing demand for
textiles, and the creation of a renewable source of raw bio-textiles, for application in aerospace, automotive, law
enforcement, the Department of Defense, and to enable it to construct a 600 meter ballistic testing range. Hemp Armor
will also seek to produce primarily high strength woven design that will house the flexible ballistic material
formulations known as CarbonEra™, which will be manufactured pursuant to a licensing agreement with Nova
Graphene™.
On February 21, 2020, which is the effective date of this acquisition, the Company agreed to issue 2,500,000 shares
of its common stock as consideration for all of the stock and ownership interests of NEDC. The Company estimated
the fair value of these shares to be $34,975,000, which represents the $13.99 per share closing price as quoted on the
OTC Market index as of February 21, 2020 multiplied by the 2,500,000 shares.
As of February 21, 2020, NEDC had zero assets, zero liabilities, and zero net equity. Accordingly, the Company
recorded the entire $34,975,000 estimated fair value of the 2,500,000 shares of common stock issued to NEDC as
consideration for all of the stock and ownership interests of NEDC as goodwill on its balance sheet as of both February
21, 2020 and April 30, 2020. The following summarizes the calculation of the goodwill recorded by the Company:
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Estimated fair value of common stock issued as of acquisition date $34,975,000
NEDC assets as of acquisition date $ -
NEDC liabilities as of acquisition date $ -
NEDC net equity as of acquisition date $ - $ -
Goodwill recorded as of acquisition date $34,975,000
The Company reviews its acquired goodwill for impairment annually or more frequently if events or changes in
circumstances indicate that the carrying amount may not be recoverable. In reviewing its goodwill, the Company
performs a qualitative analysis to determine if it is more-likely-than-not that the goodwill is impaired. If the qualitative
analysis indicates that goodwill is likely impaired, the goodwill carrying value in excess of its fair value would be
recognized as an impairment loss. Management has concluded that, based on a qualitative analysis, it is more-likelythan-not that goodwill has not been impaired as of April 30, 2020.
As of April 30, 2020, the 2,500,000 shares had not been issued to NEDC as the Company’s transfer agent was still
awaiting the required information from NEDC. As of April 30, 2020, the Company had recorded these shares as
“shares subscribed for the acquisition of New Earth Development Corporation” on both its balance sheet and statement
of stockholders’ equity (deficit). Note that the accompanying financial statements do not include the 2,500,000 shares
that are pending issuance to NEDC in the number of shares issued and outstanding and weighted average shares
outstanding calculations.

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