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: 24 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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