What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-08-08 compared with 2013-02-15 · 38 added, 514 removed, 4 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock was quoted through the

facilities of the OTC Bulletin Board (“OTCBB”) from April 1, 2009 until July 6, 2009 under the symbol “LDMI.OB”.

On July 6, 2009, quotation of our shares of common stock on the OTCBB ceased due to our failure to comply with Rule 15c2-11 of

the Exchange Act.

On February 25, 2010 our shares were again cleared for quotation on the OTCBB under the symbol “LDMI.OB.”

On November 23, 2011, in connection with our name change to Stevia First Corp., our symbol changed “STVF”.

no shares of our common stock traded on the OTCBB or any other over-the-counter market prior to March 5, 2012.

Our common stock

is currently quoted on the OTC Market Group QB tier, or OTCQB, under the symbol “STVF.”

There is no established public

trading market for our common stock.

The liquidity of our shares on the OTCQB market is extremely limited, and prices quoted may

not be a reliable indication of the value of our common stock.

The following table sets forth the range

of reported high and low closing bid quotations for our common stock for the fiscal quarters indicated as reported by the OTCBB

or the OTCQB, as applicable.

First Quarter ended June 30, 2010*

Second Quarter ended September 30, 2010*

Third Quarter ended December 31, 2010*

Fourth Quarter ended March 31, 2011*

First Quarter ended June 30, 2011*

Second Quarter ended September 30, 2011*

Third Quarter ended December 31, 2011*

Fourth Quarter ended March 31, 2012#

First Quarter ended June 30, 2012

# There was no market for our common stock during portions of

* There was no market for our common stock during this period.

Holders of Common Stock

As of May 29, 2012, there were 8,351 holders

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

common stock has been quoted through various over-the-counter quotation systems at various times since 2009.

Our common stock currently

trades on the OTC Markets under the symbol “RNGE.”

following table sets forth the range of reported high and low closing bid quotations for our common stock for the fiscal quarters indicated

as reported by OTC Markets Group.

Common stock price reflects inter-dealer quotations, does not include retail markups, markdowns or

commissions and does not necessarily represent actual transactions.

Fiscal Year Ended December 31, 2022

First Quarter ended March 31, 2022

Second Quarter ended June 30, 2022

Third Quarter ended September 30, 2022

Fourth Quarter ended December 31, 2022

Year Ended December 31, 2023

Quarter ended March 31, 2023

Quarter ended June 30, 2023

Quarter ended September 30, 2023

Quarter ended December 31, 2023

transfer agent and registrar for our common stock is Securities Transfer Corporation, 2901 North Dallas Parkway, Suite 380, Plano, Texas

of Common Stock

of March 28 , 2024, there were 70 holders

of record of our common stock.

We have never declared or paid any cash

dividends or distributions on our capital stock.

We currently intend to retain our future earnings, if any, to support operations

and to finance expansion and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation

On February 3, 2012, our Board of Directors

approved and adopted the Stevia First Corp.

2012 Stock Incentive Plan (the “2012 Plan”), and a majority of stockholders

of the Company executed a written consent approving and adopting the 2012 Plan.

Under the 2012 Plan, we are authorized to issue

up to 5,000,000 shares of our common stock in stock incentive awards to employees, directors and consultants.

Except as listed in the table below, as

of March 31, 2012, we do not have any equity based plans, including individual compensation arrangements that have not been approved

by our stockholders.

The following table provides information as of March 31, 2012 with respect to our equity compensation plans:

have never declared or paid any cash dividends or distributions on our common stock.

We currently intend to retain our future earnings,

if any, to support operations and to finance expansion, and we do not anticipate paying any cash dividends on our common stock in the

foreseeable future.

Compensation Plan Information

the year ended December 31, 2023, we issued options to purchase 2,050,000 shares of the Company’s common stock under the Range

2021 Stock Incentive Plan.

Except as listed in the table below, as of December 31, 2023, we do not have any equity-based

plans, including individual compensation arrangements, which have not been approved by our stockholders.

following table provides information as of December 31, 2023 with respect to our equity compensation plans:

Compensation Plan Information

Plan Category

Number of securities

to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities

remaining available for

future issuance under

equity compensation plans (excluding securities reflected in column (a))

securities to be

options, warrants

average exercise

available for

future issuance

plans (excluding

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

As of March 31, 2012, 2,900,000 shares of our common stock remained available for future issuance pursuant to the 2102 Plan.

Selected Financial Data

Not applicable.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations

This Annual Report contains forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Such forward-looking statements include, without limitation, statements concerning property acquisitions and dispositions, development

activity and capital expenditures, capital raising activities, rent growth, occupancy, and rental expense growth.

Words such as

“expects,”

“anticipates,”

“intends,”

“plans,”

“likely,”

“will,”

“believes,”

“seeks,”

“estimates,”

and variations of such words and similar expressions are

intended to identify such forward-looking statements.

Such statements involve known and unknown risks, uncertainties and other

factors which may cause our actual results, performance or achievements to be materially different from the results of operations

or plans expressed or implied by such forward-looking statements.

Actual results may differ substantially from those referred to

herein due to a number of factors, including but not limited to risks described under the heading “Risk Factors”

elsewhere in this Annual Report.

Although we believe that the assumptions

underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore

such statements included in this Annual Report may not prove to be accurate.

In light of the significant uncertainties inherent

in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation

by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved.

Forward-looking statements and such risks,

uncertainties and other factors speak only as of the date of this Report, and we expressly disclaim any obligation or undertaking

to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto,

or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise

required by law.

The following discussion should be read

in conjunction with the consolidated financial statements appearing elsewhere herein and is based primarily on the consolidated

financial statements and the accompanying notes for the years ended March 31, 2011 and 2012.

Company Overview

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 extract production using biotechnological methods including

fermentation, or uses traditional farming, cultivation, and extraction from the stevia plant, and which also develops, markets,

and sells stevia consumer products.

Our common stock is currently quoted on

the OTC Market Group’s OTCQB tier under the symbol “STVF.”

No shares of our common stock traded until March 5,

2012 and there is only a limited trading market for our common stock.

Plan of Operations

We have not yet generated or realized any

revenues from our business operations.

In their report on the annual 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 intellectual property and land suitable

for stevia production, and forming alliances with leading California growers, current manufacturers and distributors of high-grade

but low-cost stevia extracts with superior taste profiles.

We are focused on the production of stevia extract through use of fermentation

technologies, the production of stevia extract through California stevia leaf production, the development of consumer stevia products

such as a tabletop sweetener, and more broadly at building a vertically-integrated stevia enterprise in the United States.

We have begun development of a stevia consumer

product utilizing stevia extract purchased from other suppliers until we are able to produce our own stevia extract.

related to stevia product development include the formulation and testing of a stevia tabletop sweetener.

We plan to initiate consumer

product testing in the first half of 2013.

Assuming favorable results from our consumer product testing efforts, we would expect

to release our planned tabletop sweetener product in 2013 and generate revenues from this proposed product as soon as the second

half of 2013.

We expect additional expenses related to this development work to be approximately $30,000, costs for initial manufacturing

runs and distribution of the product to be approximately $20,000, and that each of these activities would be funded internally.

Our present operations primarily consist

of research and development related to stevia extract production through use of biotechnology or fermentation, including the directed

conversion of steviol, undesirable steviol glycosides, or low-cost substrates to high-value and desirable steviol glycosides such

as Rebaudioside A (“Reb A”) that are sweet and normally present within the stevia leaf.

Operations related to production

of stevia extract through fermentation include microbial strain development and characterization work.

Prior to the launch of California-produced

stevia extract, we will need to achieve certain operational milestones, including but not limited to further microbial strain development,

fermentation process development and optimization, work which we currently estimate to cost $250,000.

Assuming our research and

development efforts are successful, we would seek manufacturing capacity with contract manufacturers and regulatory approvals for

products developed using these methods, which we currently estimate would cost $750,000.

Assuming our research and development

and regulatory approval efforts are successful, we expect the first revenues on sales of products resulting from use of our biotechnological

or fermentation work could occur in 2014.

However, we will require additional investment obtained through additional funding from

our stockholders and other qualified investors in order to complete these milestones, and for initial commercialization as described

will also require the availability of contract manufacturing capacity on desirable terms from outside companies.

We may be unsuccessful

in our development and commercialization of stevia extracts using biotechnology or fermentation methods, and may never commercialize

any related product, generate revenue, or become profitable.

To a lesser extent, our present operations

also consist of pursuing traditional industry means of stevia extract production, including stevia crop cultivation, harvest, and

extraction of steviol glycosides from the stevia leaf., Operations related to production of stevia extract through traditional

means include establishing stevia field trial production outputs, and development and scale-up of stevia leaf extraction and processing

methods, work which we currently estimate will cost $250,000 and which we expect to complete in the second half of 2013.

research and development is successful, and we still plan to pursue traditional industry means of stevia extract production, we

would seek to expand stevia leaf production through contract stevia growers, seek contract processing capacity with operators of

extraction facilities, and obtain any necessary regulatory approvals for these stevia extracts and processing facilities, work

which we currently estimate to cost $250,000.

If these efforts prove successful, we expect the first revenues on sales of California

stevia extract could occur in 2014.

However, we will require additional investment obtained through additional funding from our

stockholders and other qualified investors in order to complete these milestones, and for initial commercialization of California

stevia extract as described will require the participation of local growers and the availability of contract extraction facilities

on desirable terms.

We may be unsuccessful in our development and commercialization of stevia extracts using traditional industry

means, and may never commercialize any related product, generate revenue, or become profitable.

Over the 12 months following the date of

this report, we expect to continue to review potential acquisitions and alliances, and to increase the scale of research and development

As of July 3, 2012, we had one full-time employee and three part-time employees.

Total expenditures over the 12 months

following March 31, 2012, 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 July 3, 2012, 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 in “Liquidity

and Capital Resources”

below, we will need to raise additional funds in order to continue operating our business.

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

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

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

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.

Stock-Based Compensation

We periodically issue stock options and

warrants to employees and non-employees in non-capital raising transactions for services and for financing costs.

We account for

stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting

Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period.

for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial

Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either

a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity

instruments is complete.

Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line

In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately

vested and the total stock-based compensation charge is recorded in the period of the measurement date.

The fair value of our common stock option

and warrant grant is estimated using the Black-Scholes-Merton option pricing model, which uses certain assumptions related to risk-free

interest rates, expected volatility, expected life of the common stock options, and future dividends.

Compensation expense is recorded

based upon the value derived from the Black-Scholes-Merton option pricing model, and based on actual experience.

The assumptions

used in the Black-Scholes-Merton option pricing model could materially affect compensation expense recorded in future periods.

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

We expense advertising costs as incurred.

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 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.

Revenue Recognition

We have no current source of revenue;

we have yet adopted any policy regarding the recognition of revenue or cost.

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 in income 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 March 31, 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 June 9, 2012 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.

Results of Operations

Fiscal Years Ended March 31, 2012 and March 31, 2011

The following table sets forth our results

of operations for the years ended March 31, 2012 and 2011.

Twelve Months Ended

(Inception) to

Operating Expenses:

General and Administrative

Leasehold Impairment Expense

Mineral Properties

Professional fees

Related Party Rent

Related Party Consulting Fee

Loss from operations

Other expenses

Foreign currency translation

Interest expense

Loss before income taxes

Provision for income taxes

$ (1,321,253 )

$ (1,431,515 )

Loss per share - Basic and diluted

Weighted Average Number of Common

Shares Outstanding

Our net loss during the fiscal year ended

March 31, 2012 was $1,321,253 compared to a net loss of $35,275 for the fiscal year ended March 31, 2011 (an increase in net loss

of $1,285,978).

During the fiscal year ended March 31, 2012 and 2011, respectively, we did not generate any revenue.

During the fiscal year ended March 31, 2012,

we incurred general and administrative expenses in the aggregate amount of $1,127,402 compared to $1,137 incurred during the fiscal

year ended March 31, 2011 (an increase of $1,126,265).

General and administrative expenses generally include corporate overhead,

salaries and other compensation costs, financial and administrative contracted services, marketing, consulting costs and travel

In addition, during the fiscal year ended March 31, 2012, we incurred related party consulting fees paid to Tao Chen,

the Company’s former Chief Executive Officer, in the amount of $6,000 compared to $5,000 incurred during the fiscal year

ended March 31, 2011 (an increase of $1,000).

During the fiscal year ended March 31, 2012, we incurred related party rent totaling

$8,500 compared to $0 incurred during the fiscal year ended March 31, 2011 (an increase of $8,500).

Also during the fiscal year

ended March 31, 2012, we incurred stock-based compensation totaling $979,880 compared to $0 incurred during the fiscal year ended

March 31, 2011.

This resulted in a loss of $1,300,430 during

the fiscal year ended March 31, 2012 compared to a loss from operations of $31,719 during the fiscal year ended March 31, 2011.

During the fiscal year ended March 31, 2012,

we recorded total other expenses consisting of interest expense and foreign currency translation in the amount of $18,300 and $2,523,

respectively, compared to total other expenses consisting of interest expense and foreign currency translation recorded during

the fiscal year ended March 31, 2011 in the amount of $3,556 and $0, respectively.

This resulted in a net loss of $1,321,253 during

the fiscal year ended March 31, 2012 compared to a net loss of $35,275 during the fiscal year ended March 31, 2011.

The increase in net loss during the fiscal

year ended March 31, 2012 compared to the fiscal year ended March 31, 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.

we instituted a stock incentive plan and granted options to employees and consultants, which has resulted in stock-based compensation

The Company had no revenues during the fiscal year ended March 31, 2012.

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 March 31, 2012, we had total current

assets of $534,906.

Our total current assets as of March 31, 2012 were comprised of cash in the amount of $532,206, a security

deposit of $1,500 and, prepaid expenses in the amount of $1,200.

Our total current liabilities as of March 31, 2012 were $306,613

represented primarily by accounts payable and accrued liabilities of $79,762, accounts payable to related party of $10,921, notes

payable of $196,800, and accrued interest of $19,130.

As a result, on March 31, 2012, we had a working capital of $228,293.

As of March 31, 2012 our long term liabilities

were $277,524, which consisted of convertible notes payable in the amount of $450,000, net of a discount of $172,476

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

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

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.

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 $532,206 as of March 31, 2012 and obtained $250,000 in new financing on January 31, 2012 through issuance

of the convertible debenture in the January Private Placement.

We also obtained $400,000 in new financing in March 2012 and $850,000

in new financing through issuance of stock and convertible debentures pursuant to the February Subscription Agreement.

we discuss under the heading “Plan of Operations”

above, our total expenditures over the 12 months following March

31, 2012, 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 fiscal year ended March 31, 2012, net cash used in operating activities was $241,890 compared

to net cash used in operating activities of $26,120 for the fiscal year ended March 31, 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 fiscal year ended March 31, 2012 consisted

primarily of a net loss of $1,321,253 offset by $71,614 for increases in accounts payable and accrued liabilities, and $979,880

related to stock-based compensation.

Net cash used in operating activities during the fiscal year ended March 31, 2011 consisted

of a net loss of $35,275 offset by a $5,000 increase in expenses paid on behalf of the Company by a third party and a $3,555 increase

in accrued interest on loans and $862 for prepaid expense and $1,462 for accounts payable and accrued liabilities.

Net Cash Provided By Financing Activities

During the fiscal year ended March 31, 2012,

net cash provided by financing activities was $765,000 compared to net cash provided by financing activities of $35,000 for the

fiscal year ended March 31, 2011.

Net cash provided from financing activities during the fiscal year ended March 31, 2012 was derived

primarily from $250,000 received in connection with the January Private Placement and $400,000 received in connection with the

February Subscription Agreement.

Net Cash Used in Investing Activities

During the fiscal year ended March 31, 2012,

net cash used in investing activities was $1,500 compared to net cash used in investing activities of $0 for the fiscal year ended

March 31, 2011.

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.

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.

Off-Balance Sheet Arrangements

We have no significant 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 is material to

stockholders.

Quantitative and Qualitative Disclosures About Market

Not applicable.

Financial Statements and Supplementary Data

The financial statements required by this

item are set forth at the end of this annual report beginning on page F-1 and are incorporated herein by reference.

Changes in and Disagreements With Accountants on

Accounting and Financial Disclosure

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 5. Market for Registrant’s Common Equity