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Business Address6 YOUPENG ROADQUFU, SHANDONG F4273100(86) 537-4424999

Mailing Address6 YOUPENG ROADQUFU, SHANDONG F4273100

SECURITIES AND EXCHANGE COMMISSION

FORM 10-QQuarterly report pursuant to sections 13 or 15(d)

Filing Date: 2012-03-19 | Period of Report: 2012-01-31SEC Accession No. 0001448788-12-000068

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FILERSUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.CIK:806592| IRS No.: 562416925 | Fiscal Year End: 0430Type: 10-Q | Act: 34 | File No.: 000-53595 | Film No.: 12700631SIC: 2834 Pharmaceutical preparations

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly report ended January 31, 2012

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to __________

Commission file number: 000-53595

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.(Exact name of registrant as specified in charter)

NEVADA 56-2416925(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

6 SHENGWANG AVE., QUFU, SHANDONG, CHINA 273100(Address of principal executive offices) (Zip Code)

(86) 537-4424999(Registrant's telephone number, including area code)

NOT APPLICABLE(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has been submitted electronically and posted on its corporate Web site, if any, everyInteractive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 ofthe Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X].

Indicate the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: As of March8, 2011 there were 157,356,137 shares of the registrant's common stock issued and outstanding.



SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES

FORM 10-Q

QUARTERLY PERIOD ENDED JANUARY 31, 2012

INDEX

PagePART I-FINANCIAL INFORMATION

Item 1. Financial Statements 1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15

Item 3. Quantitative and Qualitative Disclosures About Market Risk 23

Item 4. Controls and Procedures 23

PART II-OTHER INFORMATIONItem 1. Legal Proceedings 24

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24

Item 3. Defaults Upon Senior Securities 24

Item 4. Mine Safety Disclosures 24

Item 5. Other Information 24

Item 6 - Exhibits 25



Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to discloseforward-looking information so that investors can better understand a company’s future prospects and make informed investmentdecisions. This report and other written and oral statements that we make from time to time contain such forward-looking statementsthat set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried,wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,”“believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular,these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, theoutcome of contingencies, such as legal proceedings, and financial results. A list of factors that could cause our actual results ofoperations and financial condition to differ materially is set forth below, and these factors are discussed in greater detail under Item 1A –"Risk Factors" in our Annual Report on Form 10-K for the year ended April 30, 2011 as filed with the Securities and ExchangeCommission:

- Our revenues have declined in the past two fiscal years and there are no assurances they will return to historic levels infuture periods;

- Dependence upon continued market acceptance of our stevioside products, maintaining Generally Recognized as Safestatus in the United States and obtaining approval in other countries in the world that currently do not permit use ofsteviosides in food products;

- Competition and low barriers to entry to the market in which we sell our products;- Our dependence on the services of our president;- Our inability to control the cost of our raw materials;- The limitation on our ability to receive and use our cash flows effectively as a result of restrictions on currency exchange

in the PRC;- Our operations are subject to government regulation. If we fail to comply with the applicable regulations, our ability to

operate in future periods could be in jeopardy;- The absence of various corporate governance measures which may reduce stockholders’ protections against interested

director transactions, conflicts of interest and other matters;- The effect of changes resulting from the political and economic policies of the Chinese government on our assets and

operations located in the PRC;- The impact of economic reform policies in the PRC;- The influence of the Chinese government over the manner in which our Chinese subsidiaries must conduct our business

activities;- The impact of any natural disasters and health epidemics in China;- Regulations relating to offshore investment activities by Chinese residents may increase the administrative burden we face

and create regulatory uncertainties that may limit or adversely affect our ability to complete a business combination withPRC companies;

- The lack of various legal protections in certain agreements to which we are a party and which are material to ouroperations which are customarily contained in similar contracts prepared in the United States;

- Our ability to enforce our rights due to policies regarding the regulation of foreign investments in China;- Difficulties stockholders may face who seek to enforce any judgment obtained in the United States against us, which may

limit the remedies otherwise available to our stockholders;- Our ability to comply with the United States Foreign Corrupt Practices Act which could subject us to penalties and other

adverse consequences;- Provisions of our articles of incorporation and bylaws may delay or prevent a take-over which may not be in the best

interests of our stockholders;- Adverse affects on the liquidity of our stock because it currently trades below $5.00 per share, is quoted on the OTC

bulletin board, and is considered a “penny stock;” and- The impact on our stock price due to future sales of restricted stock held by existing shareholders.

We caution that the factors described herein and other factors could cause our actual results of operations and financialcondition to differ materially from those expressed in any forward-looking statements we make and that investors should not placeundue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on whichsuch statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances afterthe date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New



factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of eachsuch factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differmaterially from those contained in any forward-looking statements.



INDEX OF CERTAIN DEFINED TERMS USED IN THIS REPORT

We are on a fiscal year ending April 30, as such the year ended April 30, 2011 is referred to as “fiscal 2011” and the yearending April 30, 2012 is referred to as “fiscal 2012.” Also, the three month period ending January 31, 2012 is our third quarter and isreferred to as the “third quarter of fiscal 2012”; the nine month period ending January 31, 2012 is referred to as the “first nine monthsof fiscal 2012". Likewise, the three month period ending January 31, 2011 is referred to as the “third quarter of fiscal 2011”; the ninemonth period ending January 31, 2011 is referred to as the “first nine months of fiscal 2011”.

When used in this report, the terms:

- “Sunwin”, “we”, “us” and the “Company” refers to Sunwin International Neutraceuticals, Inc., a Nevada corporation, and oursubsidiaries;

- “Sunwin Tech” refers to our wholly owned subsidiary Sunwin Tech Group, Inc., a Florida corporation;

- “Qufu Natural Green” refers to our wholly owned subsidiary Qufu Natural Green Engineering Co., Ltd., a Chinese limitedliability company;

- “Shengya Veterinary Medicine” refers to, Shengya Veterinary Medicine Co., Ltd., a Chinese limited liability company, and aformerly wholly owned subsidiary of Qufu Natural Green, which was sold in July 2010;

- “Sunwin Stevia International” refers to our wholly owned subsidiary Sunwin Stevia International Corp., a Florida corporation,which was converted to Sunwin USA, LLC a Delaware limited liability company in May 2009;

- “Sunwin USA” refers to Sunwin USA, LLC, a Delaware limited liability company, a 55% owned equity method investment;

- “Sunwin Canada” refers to our formerly wholly owned subsidiary Sunwin (Canada) Pharmaceutical Ltd., a Canadiancorporation, which was dissolved in August 2010

- “Qufu Shengwang” refers to Qufu Shengwang Stevia Biology and Science Co., Ltd., a Chinese limited liability company. QufuNatural Green owns a 100% interest in Qufu Shengwang; and

- “Qufu Shengren” refers to Qufu Shengren Pharmaceutical Co., Ltd., a Chinese limited liability company, and a wholly ownedsubsidiary of Qufu Natural Green.

We also use the following terms when referring to certain related and other parties:

- “Pharmaceutical Corporation” refers to Shandong Shengwang Pharmaceutical Co., Ltd., a Chinese limited liability companywhich is controlled by Mr. Laiwang Zhang, President, Chairman and a principal shareholder of our company;

- “Shandong Group” refers to Shandong Shengwang Group Co., Ltd., a Chinese limited liability company, which is controlled byMr. Laiwang Zhang, President, Chairman and a principal shareholder of our company; and

- “WILD Flavors” refers to WILD Flavors, Inc., a Delaware corporation.



PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS

January 31,2012 April 30, 2011

(Unaudited) (Audited)ASSETSCURRENT ASSETS:Cash $ 242,049 $ 10,563,413Accounts receivable, net of allowance for doubtful accounts of $966,886 and $1,098,240,respectively 1,957,852 2,080,332Accounts receivable - related party 480,626 204,664Notes receivable 36,582 -Loans receivable 3,508,261 505,260Inventories, net 4,034,030 3,327,914Due from related party 3,181,016 -Prepaid taxes 4,902 43,359Prepaid expenses and other current assets 2,182,383 62,664Total Current Assets 15,627,701 16,787,606Property and equipment, net 13,597,491 13,967,964Land use rights 2,336,847 2,303,112Total Assets $ 31,562,039 $ 33,058,682LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses $ 3,079,576 $ 2,495,776Due to related party 85,271 -Taxes payable 65,437 118,351Derivative liability 5,203 5,203Total Current Liabilities 3,235,487 2,619,330STOCKHOLDERS' EQUITY:Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued andoutstanding - -Common stock, $0.001 par value, 200,000,000 shares authorized; 157,356,137 and155,522,809 shares issued and outstanding 157,356 155,523Additional paid-in capital 31,122,422 28,390,279Accumulated deficit (8,143,385) (4,477,522)Accumulated other comprehensive income 5,190,159 4,262,044Total Sunwin International Neutraceuticals, Inc. stockholders' equity 28,326,552 28,330,324Noncontrolling interest - 2,109,028Total Stockholders' Equity 28,326,552 30,439,352Total Liabilities and Stockholders' Equity $ 31,562,039 $ 33,058,682

The accompanying notes are an integral part of these unaudited financial statements.

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SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

For the Three Months Ended January31, For the Nine Months Ended January 31,

2012 2011 2012 2011Revenues $ 2,248,228 $ 2,253,222 $ 7,749,468 $ 6,755,448Revenues - related party 697,306 193,373 1,611,682 322,763Total revenues 2,945,534 2,446,595 9,361,150 7,078,211Cost of revenues 2,447,666 2,016,771 7,808,290 5,684,519Gross profit 497,868 429,824 1,552,860 1,393,692Operating expenses:Loss on equity investment - 47,787 - 143,754Loss on disposition of property and equipment - 1,173,200 674,675 1,173,200Selling expenses 228,944 179,895 631,341 437,193General and administrative expenses 1,548,942 2,152,270 3,283,012 3,593,552Total operating expenses 1,777,886 3,553,152 4,589,028 5,347,699Operating loss (1,280,018) (3,123,328) (3,036,168) (3,954,007)Other income (expenses):Gain on change in fair value of derivativeliability - 133 - 6,767Other (expense) income 7,637 2,089 (49,419) 2,544Interest income 11,344 13,019 43,837 31,216Total other (expense) income 18,981 15,241 (5,582) 40,527Loss from continuing operations before incometaxes and noncontrolling interest (1,261,037) (3,108,087) (3,041,750) (3,913,480)Discontinued operations:Loss from discontinued operations - - - (135,736)Gain on disposal of discontinued operations - - - 11,450Total loss from discontinued operations - - - (124,286)Loss before income taxes and noncontrollinginterest (1,261,037) (3,108,087) (3,041,750) (4,037,766)Income taxes (1,173) 10,087 (1,173) -Net loss (1,262,210) (3,098,000) (3,042,923) (4,037,766)Less: loss attributable to noncontrolling interest - 142,838 54,258 206,893Net loss attributable to Sunwin InternationalNeutraceuticals, Inc. $ (1,262,210) $ (2,955,162) $ (2,988,665) $ (3,830,873)Comprehensive Income ( loss) :Net loss (1,262,210) (3,098,000) (3,042,923) (4,037,766)Gain on foreign currency translation 149,836 353,536 928,115 1,205,553Total Comprehensive Loss $ (1,112,374) $ (2,744,464) $ (2,114,808) $ (2,832,213)Basic and diluted loss per common share:Loss from continuing operations $ (0.01) $ (0.02) $ (0.02) $ (0.02)Loss from discontinued operations (0.00) (0.00) (0.00) (0.00)Loss per common share $ (0.01) $ (0.02) $ (0.02) $ (0.02)Weighted average common shares outstanding -basic and diluted 157,246,247 155,595,888 156,906,440 157,849,990




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SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the Nine Months Ended January31,

2012 2011CASH FLOWS FROM OPERATING ACTIVITIES:Net loss $ (3,042,923) $ (4,037,766)Less: total loss from discontinued operations - (124,286)Adjustments to reconcile net loss to net cash used in operating activitiesDepreciation expense 1,102,324 1,097,511Gain on change in fair value of derivative liability - (6,767)Amortization of land use right 41,435 39,440Loss on disposition of property and equipment 674,675 1,173,036Loss on equity investment - 143,754Stock issued in exchange for services 628,132 138,750Allowance for doubtful accounts (164,338) 569,728Changes in operating assets and liabilities:Accounts receivable and notes receivable 315,387 (197,075)Accounts receivable - related party (264,984) 45,106Inventories (588,079) 1,005,661Due from related party (3,128,911) -Prepaid expenses and other current assets (2,083,525) (58,574)Loans receivable (2,950,896) (501,603)Tax receivable 39,213 -Accounts payable and accrued expenses 494,629 196,244Taxes payable (55,833) (39,602)NET CASH USED IN CONTINUING OPERATIONS (8,983,694) (307,871)Net cash provided by discontinued operations - 10,713NET CASH USED IN OPERATING ACTIVITIES (8,983,694) (297,158)CASH FLOWS FROM INVESTING ACTIVITIES:Cash used in equity acquisition (626,125) -Proceeds from disposal of property and equipment - 39,462Purchases of property and equipment (950,307) (526,966)Net cash used in discontinued operations - (210)NET CASH USED IN INVESTING ACTIVITIES (1,576,432) (487,714)CASH FLOWS FROM FINANCING ACTIVITIES:Advance due to related party 83,875 -Proceeds from exercise of warrants - 112,449NET CASH PROVIDED BY FINANCING ACTIVITIES 83,875 112,449EFFECT OF EXCHANGE RATE CHANGES ON CASH 154,887 359,425NET CHANGE IN CASH (10,321,364) (312,998)Cash at the beginning of the period 10,563,413 10,416,522Cash at the end of the period $ 242,049 $ 10,103,524SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:Cash paid for income taxes $ 1,173 $ 14,478NON-CASH INVESTING AND FINANCING ACTIVITIES:Shares cancelled in disposal of subsidiary $ - $ 3,674,716




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NOTE 1 - ORGANIZATION AND OPERATIONS

DESCRIPTION OF BUSINESS

Sunwin International Neutraceuticals, Inc., a Nevada corporation, and its subsidiaries are referred to in this report as “we”,“us”, “our”, or “Sunwin”.

We sell stevioside, a natural sweetener, as well as herbs used in traditional Chinese medicines. Except for the U.S.-basedoperations at Sunwin USA which we account for as an equity investment, substantially all of our operations are located in the People’sRepublic of China (the “PRC”). We have built an integrated company with the sourcing and production capabilities designed to meet theneeds of our customers. Our operations are organized into two operating segments related to our Stevioside and Chinese Medicineproduct lines.

In June 2010 we elected to streamline our product offerings to focus on our core business of producing and selling stevia andother herb-based products, including herb extracts and herb medicines. Consequently, we have exited all business activities related toour veterinary medicines and sold our 100% interest in our Shengya Veterinary Medicine subsidiary to Mr. Laiwang Zhang, ourPresident and Chairman of the Board of Directors on July 31, 2010. See Note 10 – Discontinued Operations.

On December 2, 2011, we signed a supply agreement with Domino Foods, Inc. (“Domino Sugar”) to sell our Reb A 60 andhigher grades of stevia. This new supply agreement is effective through December 31, 2012, and will be renewable thereafter frommonth to month unless terminated by either party upon 30 days notice. The agreement provides that quantities and prices for the steviaingredients will be included in purchase orders which will include agreed on pricing. Payments will be made on account on a net 30days basis.

Stevioside Segment

Stevioside, whose content includes rebaudioside, is an all natural, low calorie sweetener extracted from the leaves of the steviarebaudiana plant. Stevioside is a safe and natural alternative to sugar for people needing low sugar or low calorie diets.

Chinese Medicine Segment

In our Chinese Medicine Segment, we manufacture and sell a variety of traditional Chinese medicine formula extracts whichare used in products made for use by both humans and animals.

Qufu Shengwang

In fiscal 2009, Qufu Natural Green acquired a 60% interest in Qufu Shengwang from its shareholder, Shandong Group, for$4,026,851. The purchase price represents 60% of the value of the net tangible assets of Qufu Shengwang as of April 30,2008. Shandong Group is owned by Laiwang Zhang, our President and Chairman of the Board of Directors. Qufu Shengwangmanufactures and sells stevia -based fertilizers and feed additives.

On September 30, 2011, Qufu Shengwang purchased the 40% equity interest in Qufu Shengwang owned by our Koreanpartners, Korea Stevia Company, Limited, for $626,125 in cash, and as a result of this repurchase transaction we now own 100% equityinterest in all of the net assets of our subsidiary Qufu Shengwang. Therefore, the non-controlling interest of $2,109,028 in our balancesheet as of January 31, 2012 has been eliminated to reflect our 100% interest in Qufu Shengwang. We plan to use these assets to builda new stevioside production line when market demand outgrows our current production capacity, which we expect to occur in fiscal2014 if not earlier.

Qufu Shengren

In fiscal 2009, Qufu Natural Green acquired Qufu Shengren for $3,097,242. The purchase price was equal to the value of theassets of Qufu Shengren as determined by an independent asset appraisal in accordance with asset appraisal principles in the PRC. Priorto being acquired by us, Qufu Shengren was engaged in the production and distribution of bulk drugs and pharmaceuticals. Subsequentto the acquisition, Qufu Shengren produces and distributes steviosides with a full range of grades from rebaudioside-A 10 to 98.



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Sunwin USA

In fiscal 2009, we entered into a distribution agreement with WILD Flavors to assist our 55% owned Sunwin USA in themarketing and worldwide distribution of our stevioside based sweetener products and issued WILD Flavors a 45% interest in SunwinUSA. In exchange WILD Flavors agreed to provide Sunwin USA with sales, marketing, logistics and supply chain management,product development and regulatory services valued at $1,000,000 over a period of two years beginning on February 5, 2009.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generallyaccepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and ExchangeCommission (the "SEC") for interim financial reporting. The accompanying consolidated financial statements for the interim periodspresented are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion ofmanagement, necessary for a fair presentation of the financial position and operating results for the periods presented. Certain financialstatement amounts relating to prior periods have been reclassified to conform to the current period presentation.

These unaudited consolidated interim financial statements should be read in conjunction with the financial statements andfootnotes for the year ended April 30, 2011 included in our Form 10-K as filed with the SEC. The results of operations and cash flowsfor the nine months ended January 31, 2012 are not necessarily indicative of the results of operations or cash flows which may bereported for future periods or the full fiscal year.

Our consolidated financial statements include the accounts for the parent company and all our wholly owned and majorityowned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Our subsidiaries include the following:

- Qufu Natural Green;- Qufu Shengren;- Qufu Shengwang; and- Sunwin Tech.

We discontinued veterinary segment in June 2010. The assets, liabilities and results of operations of the discontinued veterinarysegment are classified as Discontinued Operations for all periods presented.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates includethe estimated useful lives of property and equipment, the allowance for doubtful accounts and the fair value of embedded derivativesrelated to the outstanding warrants to purchase our common stock. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash andequivalents. As of January 31, 2012, we held $200,830 of our cash and cash equivalents with commercial banking institutions in thePRC, and $41,219 with banks in the United States. As of April 30, 2011, we held $10,532,233 of our cash and cash equivalents withcommercial banking institution in PRC, and $31,180 in the United States. In China, there is no equivalent federal deposit insurance asin the United States, so the amounts held in banks in China are not insured. We have not experienced any losses in such bank accountsthrough January 31, 2012.



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ACCOUNTS RECEIVABLE

Accounts receivable are reported at net realizable value. We have established an allowance for doubtful accounts based uponfactors pertaining to the credit risk of specific customers, historical trends, and other information. Delinquent accounts are written offwhen it is determined that the amounts are uncollectible. At January 31, 2012 and April 30, 2011, the allowance for doubtful accountswas $966,886 and $1,098,240, respectively.

INVENTORIES

Inventories, consisting of raw materials, work in process, and finished goods related to our products, are stated at the lower ofcost or market (estimated net realizable value) utilizing the weighted average method.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization are provided using the straight line method over theestimated economic lives of the assets, which range from five to twenty years. Expenditures for major renewals and betterments thatextend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense asincurred. In accordance with paragraph 360-10-35-17 of the Financial Accounting Standards Board (FASB) Accounting StandardsCodification (“ASC”), we examine the possibility of decreases in the value of fixed assets when events or changes in circumstancesreflect the fact that their recorded value may not be recoverable.

LONG-LIVED ASSETS

We review and evaluate on an annual basis our long-lived assets, including property and equipment and land use rights, forimpairment or when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Animpairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount ofthe assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. Inestimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independentof future cash flows from other asset groups. Our estimates of future cash flows are based on numerous assumptions and it is possiblethat actual future cash flows will be significantly different than the estimates. We conducted an impairment evaluation of our long-livedassets during this quarter and found that there was no impairment as of January 31, 2012.

TAXES PAYABLE

We are required to charge for and to collect value added taxes (VAT) on our sales. In addition, we pay value added taxes on ourprimary purchases, recorded as a receivable. These amounts are presented as net amounts for financial statement purposes. Taxespayable at January 31, 2012 and April 30, 2011 amounted to $65,437 and $118,351, respectively, consisting primarily of VAT taxespayable.

DERIVATIVE LIABILITY

We issued a total of 10,793,750 common stock purchase warrants exercisable at $0.65 per share in connection with an offeringof our equity securities in 2007. On February 20, 2009, our Board of Directors approved the permanent reduction in the exercise price ofthese warrants to $0.15 per share. At January 31, 2012 and April 30, 2011, 22,725 warrants were outstanding, and these warrants willexpire March 26, 2012. The exercise price of the warrants is subject to reset adjustment in the event of price reduction. If we issue orsell shares of our common stock for an amount less than the exercise price per share, the exercise price of the warrants is reduced toequal the new issuance price of those shares. The outstanding warrants have been determined to not be indexed to our stock and arecarried at their fair value as a derivative liability. For the nine months ended January 31, 2012 and 2011, the change in fair value of thederivative liability was not material.

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We determined the fair value of the warrants at each reporting date using the Black-Scholes Option Pricing Model based on thefollowing assumptions and key inputs for each series of warrants and reporting date:

January 31, 2012 April 30, 2011Dividend Yield 0% 0%Volatility 105% 107%Risk Free Rate 0.04% 0.22%Expected Term (Years) 0.14 0.89Asset Price $ 0.29 $ 0.36Exercise Price $ 0.15 $ 0.15

FAIR VALUE OF FINANCIAL INSTRUMENTS

We follow the FASB ASC Section 825-10-50-10 for disclosures regarding the fair value of financial instruments and haveadopted ASC Section 820-10-35-37 to measure the fair value of our financial instruments. ASC Section 820-10-35-37 establishes acommon definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair valuemeasurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. Theadoption of ASC Section 820-10-35-37 did not have an impact on our financial position or operating results, but did expand certaindisclosures.

ASC Section 820-10-35-37 defines fair value as the price that would be received to sell an asset or paid to transfer a liability inan orderly transaction between market participants at the measurement date. Additionally, ASC Section 820-10-35-37 requires the useof valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs areprioritized below:

Level 1:Observable inputs such as quoted market prices in active markets for identical assets or liabilitiesLevel 2:Observable market-based inputs or unobservable inputs that are corroborated by market dataLevel 3:Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The carrying amounts of our financial assets and liabilities, such as cash, accounts receivable, notes receivable, prepaymentsand other current assets, accounts payable, taxes payable and accrued expenses, approximate their fair values because of the shortmaturity of these instruments.

With the exception of derivative liabilities, we do not have any other assets or liabilities measured at fair value on a recurringor a non-recurring basis.

INCOME TAXES

We file federal and state income tax returns in the United States for our corporate operations, and file separate foreign taxreturns for our Chinese subsidiaries. We account for income taxes under the provisions of ASC Section 740-10-30, which is an asset andliability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of eventsthat have been recognized in our financial statements or tax returns.

BASIC AND DILUTED EARNINGS PER SHARE

Pursuant to ASC Section 260-10-45, basic income (loss) per common share is computed by dividing income (loss) available tocommon shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Dilutedincome (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock wereexercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of us,subject to anti-dilution limitations.

At January 31, 2012 and 2011 outstanding purchase warrants which could have resulted in the issuance of 22,725 additionalcommon shares, was anti-dilutive as we reported a net loss applicable to our common shareholders for both periods; additionally,outstanding purchase warrants which could have resulted in the issuance of 26,666,666 additional common shares were also anti-dilutive as the exercise price of the warrants exceeded the average market price. As a result, basic loss per share was equal to dilutedloss per share for the three and nine months ended January 31, 2012 and 2011.



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FOREIGN CURRENCY TRANSLATION

Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Transactions andbalances in other currencies are converted into U.S. dollars in accordance with ASC Section 830-20-35 and are included in determiningnet income or loss.

Our functional currency is the Chinese Renminbi (“RMB”). In accordance with ASC 830-20-35, the financial statements weretranslated into United States dollars using balance sheet date rates of exchange for assets and liabilities, and average rates of exchange forthe period for the income statements. Net gains and losses resulting from foreign exchange transactions are included in the consolidatedstatements of operations. Translation adjustments resulting from the process of translating the local currency financial statements intoU.S. dollars are included in other comprehensive income or loss.

RMB is not a fully convertible currency. All foreign exchange transactions involving RMB must take place either throughthe People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rate adoptedfor the foreign exchange transactions are the rates of exchange quoted by the PBOC, which are determined largely by supply anddemand. Translation of amounts from RMB into United States dollars (“$”) was made at the following exchange rates for the respectiveperiods:

As of April 30, 2011 RMB 6.4918 to $1.00As of January 31, 2012 RMB 6.2873 to $1.00

Nine months ended January 31, 2012 RMB 6.3920 to $1.00Nine months ended January 31, 2011 RMB 6.7153 to $1.00

Three months ended January 31, 2012 RMB 6.3317 to $1.00Three months ended January 31, 2011 RMB 6.6245 to $1.00

CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash and trade accountsreceivable. We place our cash with high credit quality financial institutions in the United States and China. At January 31, 2012, we had$200,830 on deposit in China, which is not insured. We have not experienced any losses in such accounts through January 31, 2011.

Almost all of our sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industryeconomics prevailing in these areas; however, we believe that the concentration of credit risk with respect to trade accounts receivable islimited due to generally short payment terms. We also perform ongoing credit evaluations of our customers to help further reducepotential credit risk.

STOCK BASED COMPENSATION

We account for the grant of stock, stock options, warrants and restricted stock awards in accordance with ASC Section 718,“Compensation - Stock Compensation” and the applicable provisions of ASC Section 505, “Equity”, which requires entities torecognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred and are included in general and administrative expenses in theaccompanying statements of operations. Research and development costs are incurred on a project specific basis. Research anddevelopment cost were $158,018 and $240,080 for the nine months ended January 31, 2012 and 2011, respectively.

REVENUE RECOGNITION

In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or productdelivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.



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RECENT ACCOUNTING PRONOUNCEMENTS

In September 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles – Goodwill and Other,which simplifies how an entity is required to test goodwill for impairment. This ASU would allow an entity to first assess qualitativefactors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entitywould not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it ismore likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting thequalitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning afterDecember 15, 2011. Early adoption is permitted. The adoption of ASU 2011-08 did not have an impact on our consolidated financialstatements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of ComprehensiveIncome. Under the amendments, an entity has the option to present the total of comprehensive income, the components of net income, andthe components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate butconsecutive statements. The presentation option under current GAAP to present the components of other comprehensive income as part ofthe statement of changes in stockholders’ equity has been eliminated. The amendments in this Update should be applied retrospectively.For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15,2011. Early adoption is permitted because compliance with amendments is already permitted. We already comply with this presentation.

In December 2010, the FASB issued ASU No. 2010-29, Disclosure of Supplementary Pro Forma Information for BusinessCombinations (“ASC 805”). The objective of this standard is to address diversity in practice about the interpretation of the proforma revenue and earnings disclosure requirements for business combinations. This standard specifies that if a public entity presentscomparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the businesscombination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting periodonly. This standard also expands the supplemental pro forma disclosures under ASC 805 to include a description of the nature and amountof material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro formarevenue and earnings. This standard is effective prospectively for business combinations for which the acquisition date is on or after thebeginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The adoption ofASU 2010-29 did not have an impact on our consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-28, Intangibles — Goodwill and Other (ASC 350): When to Perform Step2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. The objective of this standard is toaddress questions about entities with reporting units with zero or negative carrying amounts because some entities concluded that Step1 of the test is passed in those circumstances because the fair value of their reporting unit is greater than zero. The amendments in thisstandard modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reportingunits, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists.This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption isnot permitted. The adoption of ASU 2010-28 did not have an impact on our consolidated financial statements.

In July 2010, the FASB issued ASU No. 2010-20, Disclosures about the Credit Quality of Financing Receivables and theAllowance for Credit Losses, requiring companies to improve their disclosures about the credit quality of their financing receivables andthe credit reserves held against them. The extra disclosures for financing receivables include aging of past due receivables, credit qualityindicators, and the modifications of financing receivables. This guidance is effective for interim and annual periods ending on or afterDecember 15, 2010. There was no material impact on our consolidated financial position, results of operations or cash flows.

In January 2010, the FASB issued ASU No. 2010-02, Accounting and Reporting for Decreases in Ownership of a Subsidiary,which clarifies the scope of the guidance for the decrease in ownership of a subsidiary in ASC Topic 810, “Consolidations,” and expandsthe disclosures required for the deconsolidation of a subsidiary or de-recognition of a group of assets. This guidance was effective onJanuary 1, 2010. We have adopted this guidance and it did have an effect on the accompanying consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-01, Accounting for Distributions to Shareholders with Components ofStock and Cash, which clarifies that the stock portion of a distribution to stockholders that allows them to elect to receive cash or stockwith a potential limitation on the total amount of cash that all stockholders can elect to receive in the aggregate is considered a shareissuance that is reflected in earnings per share prospectively and is not a stock dividend for purposes of applying ASC Topic 505,“Equity,” and ASC Topic 260, “Earnings Per Share.” This guidance is effective for interim and annual periods ending on or after



December 15, 2009, and should be applied on a retrospective basis. The application of the requirements of this guidance had no effecton our consolidated financial statements.

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A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizationsand various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, we have not determinedwhether implementation of such proposed standards would be material to our consolidated financial statements.

NOTE 3 - INVENTORIES

At January 31, 2012 and April 30, 2011, inventories consisted of the following:

January 31, 2012 April 30, 2011(unaudited)

Raw materials $ 1,019,473 $ 736,533Work in process 190,763 179,585Finished goods 3,546,350 3,099,869

4,756,586 4,015,987Less: reserve for obsolete inventory (722,556) (688,073)

$ 4,034,030 $ 3,327,914

NOTE 4 - PROPERTY AND EQUIPMENT

At January 31, 2012 and April 30, 2011, property and equipment consisted of the following:

EstimatedLife January 31, 2012 April 30, 2011

(unaudited)Office Equipment 5-7 Years $ 43,157 $ 39,568Auto and Trucks 10 Years 873,826 796,099Manufacturing Equipment 20 Years 11,328,271 11,364,168Buildings 20 Years 7,194,929 6,607,434

19,440,183 18,807,269Less: Accumulated Depreciation (5,842,692) (4,839,305)

$ 13,597,491 $ 13,967,964

For the nine months ended January 31, 2012 and 2011, depreciation expense totaled $1,102,324 and $1,097,511, respectively.During the second quarter of fiscal 2012, we disposed of obsolete manufacturing equipment and incurred a loss on disposition of$674,675, which is included in our statement of operations.

NOTE 5- LAND USE RIGHTS

Intangible assets consisted of the following:

EstimatedLife January 31, 2012 April 30, 2011

(unaudited)Land Use Right 42.15 Years $ 2,528,748 $ 2,448,171Less: Accumulated Amortization (191,901) (145,059 )

$ 2,336,847 $ 2,303,112

For the nine month periods ended January 31, 2012 and 2011, amortization expense amounted to $41,435 and $39,440,respectively.



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NOTE 6 – LOAN RECEIVABLE

In December 2011, we entered into a short-term loan agreement with Shandong Anda Biotech Co., Ltd. ( "Shandong Anda"), athird party. According to the terms of the agreement, we agreed to lend Shandong Anda approximately $3,181,016 (RMB 20,000,000).The loan will be due on December 18, 2012 and bears no interest. Shandong Anda is a major supplier of stevia leaves to the Company.

During the third quarter of fiscal 2011 we loaned $327,245 to a subsidiary of China Direct Investments, Inc., our corporatemanagement services provider, which is comprised of $312,000 in principal and $15,245 in accrued interest. Both the principal andaccrued interest are due on demand.

NOTE 7 - RELATED PARTY TRANSACTIONS

Accounts Receivable – related party

At January 31, 2012 and April 30, 2011, we reported $480,626 and $204,664 in accounts receivable – related party,respectively. Accounts receivable – related party reflected amounts due from Qufu Shengwang Import and Export Corporation, aChinese entity owned by our Chairman, Mr. Laiwang Zhang, for merchandise that has been delivered. Total related party revenues forthe three months ended January 31, 2012 and 2011 were $697,306 and $193,373, respectively, and for the nine months ended January31, 2012 and 2011 were $1,611,682 and $322,763, respectively.

Due from related parties

In November 2011, we entered into a loan agreement with Shandong Shengwang Pharmaceutical Co., Ltd., a limited liabilitycompany organized under the laws of the PRC ("Pharmaceutical Corporation"), in which Mr. Laiwang Zhang, our president andchairman holds a majority interest. According to the terms of the agreement, we agreed to lend Pharmaceutical Corporationapproximately $3,181,016 (RMB 20,000,000). The loan had an original due date of November 20, 2012,and bears no interest.Pharmaceutical Corporation was going to use the money to acquire the land use rights and Sunwin would have the beneficial ownershipof the acquired land. As a result of restrictions by the government in the city in which the land is located, which prohibits bidding onland use rights by foreign owned companies such as ours, we requested Pharmaceutical Corporation obtain the rights for us. On March16, 2012, the loan agreement was amended to change the due date of the loan to April 20, 2012 since Sunwin has decided not to bid forthe land use rights at this time.

Due to related parties

We pay management fees to Pharmaceutical Corporation. For the nine month ended January 31, 2012, we paid PharmaceuticalCorporation $750,939 for management compensation, which is included in general and administrative expense. At January 31, 2012, weowed Pharmaceutical Corporation $85,271 for management fee compensation. Pharmaceutical Corporation also orally agreed to waivethe management fees it charged us for fiscal 2011.

NOTE 8 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at January 31, 2012 and April 30, 2011 totaled $2,182,383 and $62,664, respectively.As of January 31, 2012, prepaid expenses and other current assets includes $1,923,878 deposit for apartment units, $198,373prepayments to suppliers for merchandise that had not been shipped to us and services that had not been provided to us and $60,132 foremployee advances. We recognize prepayments in inventory as suppliers make delivery of goods, and as an expense when providersprovide the services.

On August 25, 2011, Qufu Natural Green entered into an agreement with Qufu Jinxuan Real Estate Development Co., Ltd., anunaffiliated third party, to purchase thirty apartment units in China for use by certain employees. The total area of the apartmentcomplex units is 41,979 square feet, with 6,458 square feet of storage area for a total purchase price of RMB15,120,000 (approximately$2,390,325) (the “Purchase Price”). Under the terms of the agreement, the apartment units are expected to be delivered by December 30,2012. We prepaid 30% of the Purchase Price, approximately $717,097, upon signing the agreement on August 25, 2011. An additional50% of the Purchase Price, or approximately $1,195,162, was paid on December 8, 2011, with the balance, or approximately $478,066,upon completion of the ownership documents and transfer of the apartment units to us-see Note 12.



Prepaid expense and other current assets at April 30, 2011 of $62,664 represent prepayments to suppliers for merchandise thathad not been shipped to us, services that had not been provided to us and employee advances.

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NOTE 9 - STOCKHOLDERS' EQUITY

On May 9, 2011, we issued Yefu Sun 333,328 shares of our common stock for legal services pursuant to an agreement weentered into with Mr. Sun in December 2009 and amended in March 2010. The shares were part of our agreement to issue Mr. Sun atotal of 1,000,000 shares as compensation for services over a 24 month period because there was no performance commitment at thedate of the agreement. We recognized compensation expense based on the fair value of our common stock at each interim reportingdate. In connection with this share issuance, $103,332 in stock-based consulting expense was recognized during the nine months endedJanuary 31, 2012.

On April 22, 2011 we entered into a consulting agreement with China Direct Investments, Inc. (“CDI”) to perform consultingservices for fiscal 2012 and agreed to a consulting fee of 1,500,000 shares of our common stock. On May 6, 2011 we issued 1,000,000shares of our common stock valued at $343,000 to CDI. On November 21, 2011 we issued another 500,000 shares of our common stockvalued at $181,800 to CDI as consulting expenses pursuant to this agreement. During the nine months ended January 31, 2012, werecognized a total of $524,800 in stock-based consulting expenses. We recognized $138,750 in stock-based consulting expenses duringthe nine months ended January 31, 2011. These amounts are reflected in general and administrative expenses in the accompanyingconsolidated statements of operations.

During the third quarter of fiscal 2011, we issued 749,655 shares of our common stock upon the exercise of purchase warrantsat $0.15 per share providing proceeds to us of $112,449. A summary of the changes to our outstanding stock warrants during the ninemonths ended January 31, 2012 is as follows:

Shares

WeightedAverage

Exercise PriceOutstanding at April 30, 2011 26,689,391 $ 0.35

Granted - -Exercised - -Forfeited - -

Warrants exercisable at January 31, 2012 (unaudited) 26,689,391 $ 0.35

The following information applies to all warrants outstanding at January 31, 2012:

Warrants Outstanding Warrants Exercisable

Exercise Prices Shares

Weighted AverageRemaining

Contractual LifeWeighted Average

Exercise Price SharesWeighted Average

Exercise Price$ 0.15 22,725 0.14 $0.15 22,725 $0.15$ 0.35 26,666,666 2.00 $0.35 26,666,666 $0.35

26,689,391 $0.35 26,689,391 $0.35

NOTE 10 - SEGMENT INFORMATION

The following information is presented in accordance with ASC Topic 280, “Segment Reporting”, for the nine months endedJanuary 31, 2012 and 2011, we operated in two reportable business segments - (1) natural sweetener (stevioside) and (2) traditionalChinese medicines, organic herbal medicine, neutraceutical products, and veterinary medicines prepared from organic herbalingredients. Our reportable segments are strategic business units that offer different products and are managed separately based on thefundamental differences in their operations.

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Condensed financial information with respect to these reportable business segments for the three months ended January 31,2012 and 2011 is as follows:

Chinese Medicines Stevioside Corporate and Other Consolidated(Unaudited) 2012 2011 2012 2011 2012 2011 2012 2011Net revenues $ 812,056 $ 632,499 $ 2,133,478 $ 1,814,096 $ - $ - $ 2,945,534 $ 2,446,595Interest income $ 7,741 $ 2,080 $ 991 $ 9,336 $ 2,612 $ 1,603 $ 11,344 $ 13,019Depreciation andamortization $ 19,495 $ 55,064 $ 371,111 $ 308,590 $ - $ - $ 390,606 $ 363,654Loss from continuingoperations before taxesand noncontrollinginterest $ (602,387) $ (542,158) $ (446,579) $ (2,552,840) $(212,071) $ (13,089) $ (1,261,037) $ (3,108,087)Segment assets $8,753,938 $4,167,604 $22,407,301 $28,329,965 $ 400,800 $ 561,113 $31,562,039 $33,058,682

Condensed financial information with respect to these reportable business segments for the nine months ended January 31,2012 and 2011 is as follows:

Chinese Medicines Stevioside Corporate and Other Consolidated(Unaudited) 2012 2011 2012 2011 2012 2011 2012 2011Net revenues $2,421,481 $1,648,034 $ 6,939,669 $ 5,430,177 $ - $ - $ 9,361,150 $ 7,078,211Interest income $ 13,880 $ 4,318 $ 19,972 $ 25,295 $ 9,985 $ 1,603 $ 43,837 $ 31,216Depreciation andamortization $ 58,257 $ 91,117 $ 1,085,502 $ 1,045,834 $ - $ - $ 1,143,759 $ 1,136,951Loss from continuingoperations before taxesand noncontrollinginterest $ (988,313) $ (734,076) $ (1,391,962) $ (3,084,109) $(661,475) $ (95,295) $ (3,041,750) $ (3,913,480)Segment assets $8,753,938 $4,167,604 $22,407,301 $28,329,965 $ 400,800 $ 561,113 $31,562,039 $33,058,682

NOTE 11 – DISCONTINUED OPERATIONS

In June 2010, as part of our strategy to streamline our product offerings to focus on our core business of producing and sellingstevia and other herb-based products, including herb extracts and herb medicines, and also to eliminate subsidiaries with minimaloperations, we elected to sell our Veterinary Medicine division and to dissolve Sunwin Canada and reclassified the subsidiaries as“Discontinued Operations” beginning with our financial statements for the first quarter of fiscal 2011. The assets and liabilities, as wellas the results of operations, of the discontinued subsidiary are classified as “Discontinued Operations” for the three and nine monthsended January 31, 2012 and 2011.

The following tables set forth the financial results of the discontinued operations for the three and nine months ended January31, 2012 and 2011:

Three Months Ended Nine Months EndedJanuary 31, January 31,

2012 2011 2012 2011Revenues $ - $ - $ - $ 326,284Cost of Revenue - - - 203,489Gross profit - - - 122,795Operating expenses - - - 258,531Loss from discontinued operations - - - (135,736)Gain from disposal of discontinuedoperations - - - 11,450Total loss from discontinued operations $ - $ - $ - $ (124,286)



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NOTE 12-COMMITMENTS AND CONTINGENCIES

On August 25, 2011, Qufu Natural Green entered into an agreement with Qufu Jinxuan Real Estate Development Co., Ltd., anunaffiliated third party, to purchase thirty apartment units in China for use by certain employees. The total area of the apartmentcomplex units is 41,979 square feet, with 6,458 square feet of storage area for a total purchase price of RMB15,120,000 (approximately$2,390,325) (the “Purchase Price”). Under the terms of the agreement, the apartment units are expected to be delivered by December 30,2012. We prepaid 30% of the Purchase Price, approximately $717,097, upon signing the agreement on August 25, 2011. An additional50% of the Purchase Price, or approximately $1,195,162, was paid on December 8, 2011, with the balance, or approximately $478,066,upon completion of the ownership documents and transfer of the apartment units to us-see Note 8.

NOTE 13 - SUBSEQUENT EVENTS

Strategic Plans to dispose of Chinese Medicine Segment

Currently we are evaluating alternatives as to the potential disposition of the Chinese Medicines segment to further streamlineour product offering and focus our business on producing and selling high-quality stevia products. The exit strategy contemplated forthe Chinese Medicines segment has also been influenced by our concerns on the profitability of this segment in the near future.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS

The following discussion should be read in conjunction with the information contained in the preceding unaudited consolidatedfinancial statements and footnotes and our 2011 Annual Report on Form 10-K for fiscal year ended April 30, 2011.

OVERVIEW

We sell stevioside, a natural sweetener, as well as herbs used in traditional Chinese medicines. Substantially all of ouroperations are located in the PRC. We have built an integrated company with the production and distribution capabilities designed tomeet the needs of our customers.

During fiscal 2012 and 2011 our operations were organized in two operating segments related to our product lines:

- Stevioside, and- Chinese Medicine.

Recent Developments

On September 30, 2011, Qufu Shengwang repurchased the 40% equity interest in Qufu Shengwang owned by Korea SteviaCompany, Limited, for $626,125 in cash. As a result of this purchase, we own 100% of the equity interest in Qufu Shengwang.Therefore, the non-controlling interest of $2,109,028 in our balance sheet as of October 31, 2011 has been eliminated to reflect our100% interest in Qufu Shengwang. We plan to use these assets to build a new stevioside production line when market demand outgrowsour current production capacity, which we expect to occur by fiscal 2014 if not earlier.

In furtherance of our efforts to move toward production of organic, all natural and low calorie products and to enhance ourinternational position and market penetration as a Stevia producer along with our distribution partners around the world, we underwentan extensive audit in 2011 by CERES GmbH, an international organization that specializes in inspection and certification in the areas oforganic farming and food processing. Upon completion of their audit in November 2011, CERES GmbH notified us that our steviaextracts production process had been certified organic and free of synthetic chemical inputs and uses clean and sanitized procedures thatavoid chemical contamination under standards established by the USDA National Organic Program and European Commission (EC)834/2007 and EC 889/2008.

On December 2, 2011, we signed a supply agreement with Domino Foods, Inc. ("Domino Sugar") to sell our Reb A 60 andhigher grades of stevia. This new supply agreement is effective through December 31, 2012, and will be renewable thereafter frommonth to month unless terminated by either party upon 30 days notice. We believe that this supply agreement will enable us to provide awide range of our FDA GRAS affirmed stevia extracts to Domino Sugar for use in products such as “Domino Lite”, a new lower calorieblend of sugar and stevia now available in the United States. In addition, we expect that the agreement will enable Domino Sugar tooffer our stevia extracts and sweetening solutions made with Sunwin Stevia™ to Domino Sugar's network of food and beverageindustry clients in North America and Europe.

Stevioside Segment

Stevioside and rebaudioside are all natural low calorie sweeteners extracted from the leaves of the stevia rebaudianaplant. Stevioside is a safe and natural alternative to sugar for people needing low sugar or low calorie diets. Stevioside can be used toreplace sugar in beverages and foods, including those that require baking or cooking where synthetic chemical based sweetenerreplacements are not suitable.

Steviosin is a natural low calorie stevioside extract for medicinal use, containing rebaudioside A at 90% with the total steviolglycosides meeting or exceeding 95% on a dry weight basis. Steviosin is used as an alternative sweetener in the pharmaceuticalproduction in China.

OnlySweet™ is an all natural, zero calorie, dietary supplement comprised of three natural ingredients, includingstevioside. Based on our strategy to develop new products in collaboration with Domino Sugar that contain our stevia products, we areevaluating our strategy for the sale and distribution of OnlySweet™.



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In an effort to meet the international food safety standards mandated by larger consumer product companies that we expect totarget as customers in the future, we have made capital investments to enhance our manufacturing facilities, equipment anddocumentation systems, changed certain manufacturing processes and carried out additional personnel training in order to meet thesestandards. These investments allowed us to meet the HACCP System Certification, ISO 9001:2008 Certification and ISO 22000:2005Food Safety Certification. We obtained these certifications in November, 2010.


In our Chinese Medicine segment, we manufacture and sell approximately 325 different extracts, including traditional Chinesemedicine extracts and purified extracts, which may include active parts and monomer compounds such as soy isofavone.

We are currently evaluating alternatives as to the potential disposition of the Chinese Medicines segment to further streamlineour product offering and focus our business on producing and selling high-quality stevia products. The exit strategy contemplated forthe Chinese Medicine segment has also been influenced by our concerns on the profitability of this segment in the near future. Thecompetition in Chinese Medicine market has strengthened over the past few months, causing further reductions in our already lowmargins in this segment compared to last year. In addition, the Chinese government continues to issue more regulations covering thesupply of Chinese herbal raw materials and has increased the regulatory manufacturing standards on this segment. These measures areexpected to further increase our raw materials and production costs in the coming quarters and beyond. The revenues generated fromthis segment have slightly improved during the first nine months of fiscal 2012, primarily due to expansion of customer base. However,this segment is currently operating at full capacity and we do not expect significant growth potential from this segment in the nearfuture.

Discontinued Operations

In June 2010, we elected to streamline our product offerings to focus on our core business of producing and selling stevia andother herb-based products, including herb extracts and herb medicines. On July 31, 2010, we exited all business activities related to ourveterinary medicine business through the sale of our 100% interest in our Shengya Veterinary Medicine subsidiary to Mr. LaiwangZhang, our president and chairman of the Board of Directors, in exchange for 7,818,545 shares of our common stock owned by Mr.Zhang, valued at $3.7 million, which we subsequently cancelled. We recorded a gain on the sale of this business in the amount ofapproximately $11,000. As a result of the above-referenced transaction, the assets, liabilities, and results of operations of thediscontinued subsidiary have been reclassified as “Discontinued Operations” for fiscal 2012 and 2011. Accordingly, the discussion ofour results of operations that follows is based upon our continuing Stevioside and Chinese Medicine operations.

OUR PERFORMANCE

Three months ended January 31, 2012 compared to same period in 2011

Our total revenues of $2.9 million in the third quarter of fiscal 2012 increased by $0.5 million, or 20.4%, from $2.4 million forthe same period in fiscal 2011, while our gross margin decreased slightly to 16.9% from 17.6% over the same period in fiscal 2011. Oneof the drivers for the increase in total revenues was due primarily to related party sales which increased by $0.5 million in the thirdquarter of fiscal 2012 as compared to the same period in fiscal 2011. Our sales revenues, excluding revenues from related party,remained basically the same at $2.2. million in the third quarter of fiscal 2012 as compared to the same period in fiscal 2011. Ouroperating expenses in the third quarter of fiscal 2012 decreased by approximately $0.6 million, after exclusion of $1.2 million of loss ondisposition of property and equipment incurred during the same period in fiscal 2011. Our net loss from continuing operations for thethird quarter of fiscal 2012 was $1.3 million, compared to $3.1 million for the same period in fiscal 2011. The decline in our operatingperformance for the third quarter of fiscal 2012 was due primarily to higher cost of raw materials and selling expenses.

Nine months ended January 31, 2012 compared to same period in 2011

Our total revenues of $9.4 million in the first nine months of fiscal 2012 increased by $2.3 million, or 32.3%, compared withthe same period in fiscal 2011, while our gross margin decreased to 16.6% from 19.7% over the same period in fiscal 2011. One of thedrivers for the increase in total revenues is due primarily to related party sales which increased by $1.3 million in the first nine monthsof fiscal 2012, as compared to the same period in fiscal 2011. Our sales revenues, excluding revenues from related party, increased by$1.0 million, or 14.7%, in the first nine months of fiscal 2012 as compared to the same period in fiscal 2011. Our operating expensesduring the first nine months of fiscal 2012 decreased by approximately $0.2 million, after excluding $0.7 million and $1.2 million forthe first nine months of 2011 and 2012, respectively, for losses on disposition of obsolete property and equipment. Our net loss from



continuing operations for the first nine months of fiscal 2012 was $3.0 million, compared to $3.7 million for the same period in fiscal2011.

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Our operating performance in the first nine months of fiscal 2012 was driven by sales volume increase in our Chinese Medicinesegment accompanied by an increase in sales volume of higher grades stevia products in our Stevioside segment. However, the actualgrowth of the international market, especially the U.S. market, was behind expectations as many of our manufacturing customers haveended up with higher inventories, and have reduced their purchases of raw materials.

While we have broadened our stevia product offerings to include a number of higher quality stevia grades needed in newproduct formulations we are developing to introduce to the U.S. and European food and beverage industry, the demand for higher gradestevia products has yet to materialize to the degree we had anticipated, and thus our sales volume in higher grade stevia products hasremained low for the first nine months of fiscal 2012. Furthermore, we continue to encounter strong competition from smaller Chinesevendors who supplied cheaper and lower grade ingredients and stevioside extracts for export to Southeast Asia. As a result, some of ourcustomers reduced purchases of our higher quality grades of stevia in favor of lower quality stevia grades, a trend which began in2010. The increase in revenues in our Chinese Medicine was due primarily to moderate increases in pricing during the first nine monthsof fiscal 2012 and, more recently, increased livestock breeding resulting in higher demand for these products. The decline in ouroperating performance for the first nine months of fiscal 2012 was due primarily to lower gross margins in both of our operatingsegments primarily due to higher raw material costs.

RESULTS OF OPERATIONS

The following table summarizes our results from continuing operations for the three month periods ended January 31, 2012 and2011:

January 31, 2012

Chinese Medicine SteviosideCorporateand other Consolidated

Total revenues $ 812,056 100.0% $ 2,133,478 100.0% $ - $ 2,945,534 100.0%Cost of revenues 730,835 90.0% 1,716,831 80.5% - 2,447,666 83.1%Gross profit 81,221 10.0% 416,647 19.5% - 497,868 16.9%

Total operatingexpenses 691,143 85.1% 872,060 40.9% 214,683 1,777,886 60.4%Otherincome(expenses) 7,535 0.9% 8,834 0.4% 2,612 18,981 0.6%

Loss from continuingoperations beforetaxes andnoncontrolling interest $ (602,387) -74.2% $ (446,579) -20.9% $ (212,071) $ (1,261,037) -42.8%

January 31, 2011


Total revenues $ 632,499 100.0% $ 1,814,096 100.0% $ - $ 2,446,595 100.0%Cost of revenues 567,176 89.7% 1,449,595 79.9% - 2,016,771 82.4%Gross profit 65,323 10.3% 364,501 20.1% - 429,824 17.6%

Total operatingexpenses 609,748 96.4% 2,928,579 161.4% 14,825 3,553,152 145.2%Other income(expenses) 2,267 0.4% 11,238 0.6% 1,736 15,241 0.6%

Loss from continuingoperations beforetaxes andnoncontrolling interest $ (542,158) -85.7% $ (2,552,840) -140.7% $ (13,089) $ (3,108,087) -127.0%



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The following table summarizes our results from continuing operations for the nine month periods ended January 31, 2012 and2011:

January 31, 2012


Total revenues $ 2,421,481 100.0% $ 6,939,669 100.0% $ - $ 9,361,150 100.0%Cost of revenues 2,201,940 90.9% 5,606,350 80.8% - 7,808,290 83.4%Gross profit 219,541 9.1% 1,333,319 19.2% - 1,552.860 16.6%

Total operatingexpenses 1,159,373 47.9% 2,758,195 39.8% 671,460 4,589,028 49.0%Other income(expenses) (48,481) -3% 32,914 0.5% 9,985 (5,582) -0.1%


January 31, 2011


Total revenues $ 1,648,034 100.0% $ 5,430,177 100.0% $ - $ 7,078,211 100.0%Cost of revenues 1,399,653 84.9% 4,284,866 78,9% - 5,684,519 80.3%Gross profit 248,381 15.1% 1,145,311 21.1% - 1,393,692 19.7%

Total operatingexpenses 989,319 60.0% 4,254,715 78.4% 103,665 5,347,699 75.6%Other income 6,862 0.4% 25,295 0.5% 8,370 40,527 0.6%


Revenues

Total revenues in the third quarter of fiscal 2012 increased by $0.5 million, or 20.4%, as compared to the same period in fiscal2011. Stevioside revenues, which comprised 72.4% and 74.1% of our revenues for the third quarter of fiscal 2012 and fiscal 2011,respectively, increased by approximately $0.3 million, or 17.6%, while revenues in our Chinese Medicine segment increased by $0.2million, or 28.4%.

The increase in Stevioside revenues was due primarily to higher sales volume of both higher and lower grades stevia productsin the domestic market to Chinese manufacturers who use our products as raw materials, accompanied with a moderate increase in salesvolume in the international market. However, the demand growth for our higher grade stevia products continues to improve at a slowerpace than anticipated in international markets, especially in the U.S., where the adoption rate for stevia in the food and beverage hasbeen slower than expected, and in the EU, where full approval of stevia did not take place until the fourth quarter of calendar 2011.International demand growth for our lower grade stevia products as raw materials were hampered by a reduction in purchases due tohigher inventory levels at many manufacturers that anticipated higher sales volumes in those same markets. We also experienced pricingpressure as some smaller competitors have liquidated inventories while under financial distress. The increase in Chinese Medicinerevenues was due primarily to seasonally higher demand for meat and eggs, resulting in increased livestock breeding, which spursdemand for our products. The livestock breeding industry in China entered the traditional peek production cycle, in this quarter, in



preparation for the annual peak consumption during the Chinese holiday season featured by New Year’s Day and Chinese SpringFestival. Our customers, many of whom are Chinese medicines producers, increased purchases of Chinese medicine raw materials fromus in this quarter.

Total revenues for the first nine months of fiscal 2012 increased by $2.3 million, or 32.3%, compared to the same period infiscal 2011. Stevioside revenues, which comprised 74.1% and 76.7% % of our revenues for the first nine months of fiscal 2012 andfiscal 2011, respectively, increased by $1.5 million, or 27.8%, while Chinese Medicine revenues increased by $0.8 million, or 46.9%.

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The increase in Stevioside revenues was driven by higher sales volume of our higher grade Stevioside products in the domesticmarket, accompanied by a moderate increase in sales volume of our higher grades stevia products in the export market. In addition, thedemand growth for our intermediate and higher grade stevia products was slower than anticipated in international markets, especially inthe U.S., where the adoption rate for stevia in the food and beverage has been slower than expected, and in the EU, where full approvalof stevia did not take place until the fourth quarter of calendar 2011.We also continue to experience significant downward pressure onpricing for some of our products as some of our smaller competitors have been required to liquidate their inventory while underfinancial distress. We produced 208.8 metric tons of stevioside for the first nine months of fiscal 2012 as compared to 134.6 metric tonsduring the same period in fiscal 2011.

The increase in Chinese Medicine revenues was due primarily to seasonally higher demand for meat and eggs, resulting inincreased livestock breeding, which spurs demand for our products. The livestock breeding industry entered the traditional peekproduction cycle, in this quarter, in preparation for the annual peak consumption during the Chinese holiday season featured by NewYear’s Day and Chinese Spring Festival during January 2012.

Cost of Revenues and Gross Margin

Cost of revenues in the third quarter of fiscal 2012 increased by $0.4 million, or 21.4%, as compared to the same period infiscal 2011, which parallels the overall increase in the volume of sales revenues during this period. Gross margin on Stevioside segmentdecreased slightly during the third quarter of fiscal 2012 to 19.5%, compared to 20.1% for the same period in fiscal 2011. The ChineseMedicine gross margin remained flat at 10.0% in the third quarter of fiscal 2012, compared to 10.3% for the same period in fiscal2011. As a result, consolidated gross margin for the third quarter of fiscal 2012 decreased slightly to 16.9%, compared to 17.6% for thesame period in fiscal 2011.

Cost of revenues for the first nine months of fiscal 2012 increased by $2.1 million, or 37.4%, compared to the same period infiscal 2011. Gross margin on Stevioside segment for the first nine months of fiscal 2012 was 19.2%, as compared to 21.1% for the sameperiod in fiscal 2011.The lower gross margins for Stevioside was due primarily to higher costs of raw materials and increasedcompetition in both the domestic and international markets which resulted in having to charge lower prices for our products to remaincompetitive. Gross margin on Chinese Medicine was 9.1% in the first nine months fiscal 2012, compared to 15.1% for the same periodin fiscal 2011. The lower gross margin for Chinese Medicines was due primarily to higher raw material and energy costs. Since wepurchase our raw materials on the spot market, we are unable to predict with any degree of certainty our raw material costs and theirimpact on gross margin in future periods. Our consolidated gross margin for the first nine months of fiscal 2012 was 16.6%, comparedto 19.7% for the same period in fiscal 2011.

Total Operating Expenses

Operating expenses for the first three months of fiscal 2012 decreased by $0.6 million, or 25.3%, after exclusion of a $1.2million loss on disposition of property and equipment incurred during the same period in fiscal 2011. The decrease was primarily due to$0.8 million reduction in general and administrative expenses for planned reductions in office and travel related expenses in theStevioside segment, offset by an increase of $0.2 million in stock compensation expense paid primarily for consulting services.

Our operating expenses during the first nine months of fiscal 2012 decreased by approximately $0.2 million, or 6.2%, afterexcluding $0.7 million and $1.2 million for the first nine months of 2011 and 2012, respectively, for losses on disposition of obsoleteproperty and equipment . After exclusion of the loss on disposition of obsolete property and equipment for both periods in 2012 and2011, the decrease was primarily due to a $1.0 million reduction in general and administrative expenses for office and travel expenses,offset by an increase of $0.6 million in stock compensation expense paid primarily for consulting services and $0.3 million in sellingand other consulting expenses.

Included in our operating expenses for the three and nine months ended January 31, 2012 was $0.8 million of management feespaid to Pharmaceutical Corporation. These management fees include performance compensation, annual salary, and bonus of themanagers for calendar year 2012. As described in Note 7, Pharmaceutical Corporation is controlled by Mr. Zhang, our President andChairman.



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Our Outlook

We believe that there are significant opportunities for worldwide growth in our Stevioside segment, primarily in the U.S. andEU. For the rest of fiscal 2012 and beyond, we will continue to focus on our core business of producing and selling stevioside seriesproducts.

Some of the recent favorable trends in the stevia segment include:

Chinese domestic food and beverages, particularly herbal tea manufacturers and the pharmaceutical industry, have increasedthe use of steviosides;In November 2011, the European Union authorized the use of steviol glucoside derived from the stevia plant for EU-wide usein certain foodstuffs;Southeast and South Asia have renewed and increased their interest in stevia, particularly high grade stevia.Sunwin was notified in November of 2011 that its stevia extracts production process has been certified organic under standardsestablished by the USDA National Organic Program and European Commission (EC) 834/2007 and EC 889/2008 which willfurther expand the use of our organic stevia products in the food and beverage industry market in the US and Europe;We expect that the supply agreement we signed with Domino Sugar in December 2011 for the sale of our stevia products willfurther develop our market share and increase sales volumes in the stevia segment over the next year. This agreement willprovide us with the opportunity to expand our sales in the U.S. consumer products market with new products that incorporateour high grade stevia extracts;The marketing strategy to differentiate ourselves as a producer of higher quality stevia grades and product formulationsthrough these collaboration efforts will lead to sustainable growth in stevia sales volume in the future

Meanwhile, we are also facing challenges in competitive pricing and raw materials for the rest of fiscal 2012 and into the nextfiscal year. During the first nine months of fiscal 2012, the market prices of stevioside series were impacted by fierce price competitionamong Chinese manufacturers. We expect the price pressure to continue for the rest of fiscal 2012 and into fiscal 2013. In addition, weanticipate the price of stevia leaves, the raw material used to produce our stevioside series products, to continue to increase in thecoming harvest fall season for 2012. The expected raw materials price increase would be due to anticipated supply shortage of plants asa result of unusual dry weather during late 2011 and early 2012, which we experienced in some major stevia plantation areas includingthe northeastern and eastern parts of China.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate sufficient cash to meet its operational cash requirements.

At January 31, 2012 and April 30, 2011, we had working capital of $12.4 million and $14.2 million, respectively. Our cashbalance at October 31, 2011 was $0.2 million, as compared to cash of $10.6 million at April 30, 2011. We believe that our existing cashand cash equivalents and internally generated funds will be sufficient to cover working capital requirements and capital expendituresduring the fiscal year. Other than the approximately $0.5 million remaining on the purchase price of employee housing, we currentlyhave no significant capital expenditure commitments.

During the third quarter of fiscal 2012 we entered into three transactions which significantly reduced our cash on hand as ofJanuary 31, 2012. These transactions included:

• In December 2011, we lent Shandong Anda Biotech Co., Ltd., a third party which is a major supplier of stevia leaves to ourcompany, approximately $3.1 million. The short-term loan is due on December 18, 2012 and bears no interest,

• In November 2011, we lent Pharmaceutical Corporation, a related party, approximately $3.1 million. The loan had ascheduled due date of November 20, 2012, and bears no interest. Pharmaceutical Corporationwas expected to use the money to acquireland use rights and Sunwin would have the beneficial ownership of the acquired land.This short-term loan was amended on March 16,2012 to change repayment terms to a due date of April 20, 2012 since Sunwin has decided not to bid on the land use rights. Therepayment of the $3.1 loan will improve the cash on hand position in the fourth quarter of fiscal 2012, and

• In January 2012, we paid $0.8 million for management fees to Pharmaceutical Corporation, a related party.



Accounts receivable, net of allowance for doubtful accounts, and including accounts receivable from related parties, decreasedby $0.1 million during the third quarter of fiscal 2012. The days’ sales outstanding in accounts receivable decreased to 69days as ofJanuary 31, 2012, as compared to 79 days as of April 30, 2011.

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At January 31, 2012, loan receivable amounted to $3.5 million, which represented an increase of $3.0 million from April 30,2011. In December 2011, we entered into a loan agreement with Shandong Anda Biotech Co., Ltd. ( Shandong Anda), a third party.According to the terms of the agreement, we lent Shandong Anda approximately $3.1 million. The loan will be due on December 18,2012 and bears no interest. During the third quarter of fiscal 2011 we also loaned $0.5 million to a subsidiary of China DirectInvestments, Inc., our corporate management services provider. Payment of $0.2 million was received during the third quarter of 2012.The balance of $0.3 million plus accrued interest has been extended and now is due on demand.

At January 31, 2012 inventories, net of reserve for obsolescence, amounted to $4.0 million, as compared to $3.3 million as ofApril 30, 2011. The increase was due primarily to purchases of raw materials for stevia products in anticipation of future demand.

Our accounts payable and accrued expenses were $3.1 million at January 31, 2012, an increase of $0.6 million from April 30,2011. This balance, as well as that of V.A.T. taxes payable, is subject to the timing of payments for balances related to raw materialpurchases made in the ordinary course of business.

Cash Flows Analysis

NET CASH FLOW USED IN OPERATING ACTIVITIES:

Net cash used in operating activities was $8.9 million during the first nine months of fiscal 2012, as compared to net cash usedin operating activities of $0.3 million during the first nine months of fiscal 2011. The increase resulting from cash used in operatingactivities was due primarily to $2.1 million increase in prepaid expenses and other current assets related to advance payments for steviaraw materials and deposits for apartment units contracted for future employees under our talent search plan sponsored by our company.We also used $0.6 million of cash to purchase raw materials inventory in stevia to support future sales, advanced $3.1 million in a short-term loan to a related party, Pharmaceutical Corporation, to acquire land use rights where we will have the beneficial ownership of theacquired land, and advanced $3.1 million to a stevia supplier in a short-term loan to secure a supply of stevia leaves for our productionin anticipation of the expected shortage for this product during the fall of 2012.

NET CASH FLOW USED IN INVESTING ACTIVITIES:

Net cash used in investing activities amounted to $1.6 million during the first nine months of fiscal 2012, as compared to $0.5million for the same period in fiscal 2011. The increase was due primarily to $0.6 million used for the purchase of the remaining 40%equity interest in Qufu Shengwang from our Korean partners, Korea Stevia Company, Limited, and $1.0 million in capital expendituresfor property and equipment during fiscal 2012.

NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES:

Net cash provided by financing activities amounted to $0.1 million during the first nine months of fiscal 2012, whichrepresented advances from related party, as compared to $0.1 million from proceeds from the exercise of common stock purchasewarrants for the same period in fiscal 2011.

CASH ALLOCATION BY COUNTRIES

The functional currency of our Chinese subsidiaries is the Chinese RMB. Substantially all of our cash is held in the form ofRMB at financial institutions located in the PRC, where there is no equivalent of federal deposit insurance as in the United States. As aresult, cash accounts at financial institutions in the PRC are not insured. We have not experienced any losses in such accounts as ofJanuary 31, 2012.

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In 1996, the Chinese government introduced regulations which relaxed restrictions on the conversion of the RMB; howeverrestrictions still remain, including but not limited to restrictions on foreign invested entities. Foreign invested entities may only buy, sellor remit foreign currencies after providing valid commercial documents at only those banks authorized to conduct foreign exchanges.Furthermore, the conversion of RMB for capital account items, including direct investments and loans, is subject to PRC governmentapproval. Chinese entities are required to establish and maintain separate foreign exchange accounts for capital account items. Wecannot be certain Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB, especiallywith respect to foreign exchange transactions. Accordingly, cash on deposit in banks in the PRC is not readily deployable by us forpurposes outside of the PRC. Our cash position by geographic area is as follows:

January 31,2012 April 30, 2011

(Unaudited)China $ 200,830 $ 10,532,233

United States 41,219 31,180Total $ 242,049 $ 10,563,413

Off Balance Sheet Arrangements

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely tohave a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results ofoperations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means atransaction, agreement or contractual arrangement to which any entity that is not consolidated with us as a party, under which we have:

• Any obligation under certain guarantee contracts,• Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as

credit, liquidity or market risk support to that entity for such assets,• Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our

stock and classified in stockholder’s equity in our statement of financial position, and• Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing,

liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services withus.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In theordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. Thesetransactions are recognized in our financial statements in accordance with accepted accounting principles generally accepted in theUnited States of America (“U.S. GAAP”).

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect thereported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in theconsolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the onesthat are most important to the portrayal of our financial condition and results of operations, and which require us to make its mostdifficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on thisdefinition, we have identified the critical accounting policies and judgments addressed below. We also have other key accountingpolicies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which aredescribed in Note 1 to our financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, theyare based upon information presently available. Actual results may differ significantly from these estimates under different assumptions,judgments or conditions.

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Estimates

Significant estimates for the periods reported include the allowance for doubtful accounts which is based on an evaluation of ouroutstanding accounts receivable including the age of amounts due, the financial condition of our specific customers and historical baddebt experience. This evaluation methodology has proven to provide a reasonable estimate of bad debt expense in the past and we intendto continue to employ this approach in our analysis of collectability. However, we are aware that given the current global economic crises,including that of the PRC, meaningful time horizons may change. We intend to enhance our focus on the evaluation of our customers'sustainability and adjust our estimates as may be indicted.

We rely on assumptions such as volatility, forfeiture rate, and expected dividend yield when calculating the fair value of ourderivative liability related to common stock purchase warrants. We also rely on assumptions and estimates to calculate our reserve forobsolete inventory and the depreciation of property, plant and equipment. We make assumptions of expiration of our products held asinventory based on historical experience and if applicable, regulatory recommendation. We also group property plant and equipmentinto similar groups of assets and estimate the useful life of each group of assets.

Further, we rely on certain assumptions and calculations underlying our provision for taxes in the PRC. Assumptions andestimates employed in these areas are material to our reported financial conditions and results of operations. These assumptions andestimates have been materially accurate in the past and are not expected to materially change in the future. Actual results could differfrom these estimates.

Revenue recognition

We follow the guidance of ASC 605, "Revenue Recognition,” and the Securities and Exchange Commission's Staff AccountingBulletin (“SAB”) No. 104 and SAB Topic 13 for revenue recognition. In general, we record revenue when persuasive evidence of anarrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed ordeterminable, and collectability is reasonably assured.

Long-lived assets

We review the carrying value of long-lived assets for impairment at least annually or whenever events or changes incircumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured bycomparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets areconsidered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, ifany, exceeds its fair value.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the“Exchange Act”) that are designed to ensure that information required to be disclosed by us in reports that we file under the ExchangeAct is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to bedisclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including ourChief Executive Officer,("CEO"), and our Chief Financial Officer("CFO"), to allow timely decisions regarding required disclosure.

Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosurecontrols and procedures as of January 31, 2012.

Based on this evaluation our management concluded that our disclosure controls and procedures were effective as of January31, 2012 such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports(i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulatedand communicated to our management, including our CEO, to allow timely decisions regarding required disclosure.



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Our management believes that our disclosure controls and procedures provide a reasonable level of assurance of achievingtheir objectives. Our management does not expect, however, that our disclosure controls and procedures or internal financial controlswill prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute,assurance that the objectives of the control system are met.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation of ourcontrols performed during the quarter ended January 31, 2012 that have materially affected, or are reasonably likely to materially affect,our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our fiscal 2011 AnnualReport on Form 10-K. There has been no material change in our risk factors from those previously discussed in the fiscal 2011 AnnualReport on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURE.

None.

ITEM 5. OTHER INFORMATION.

On November 18, 2011, we lent Pharmaceutical Corporation, a related party, approximately $3,181,016 (RMB20,000,000)under the terms of a Loan Agreement. The loan was initially due on November 20, 2012 and bears no interest. PharmaceuticalCorporation was to use the money to acquire a land use right and Sunwin would have had the beneficial ownership of the acquired land.As a result of restrictions by the government in the city in which the land is located which prohibits bidding on land use rights byforeign owned companies such as ours, we requested Pharmaceutical Corporation obtain the rights for us. Subsequent thereto, we havedetermined not to proceed with our plans and have requested Pharmaceutical Corporation not to proceed with the acquisitionof the landuse rights. On March 16, 2012 the Loan Agreement was amended to change the due date to April 20, 2012. The foregoing descriptionof the Loan Agreement and its amendment does not purport to be complete and are qualified in it is entirety by reference to theagreements which are filed as Exhibit 10.24 and Exhibit 10.27 to this report and incorporated herein by reference.

On December 2, 2011, we entered into a Supplier Agreement with Domino Foods, Inc. (“Domino Sugar”) to sell our Reb A 60and higher grades of stevia. The terms of this agreement is effective through December 31, 2012, and will be renewable thereafter frommonth to month unless terminated by either party upon 30 days notice. The agreement provides that quantities and prices for the steviaingredients will be included in purchase orders which will include agreed on pricing. Payments will be made on account on a net 30days basis. The foregoing description of the Supplier Agreement does not purport to be complete and is qualified in it is entirety byreference to the agreement which is filed as Exhibit 10.25 to this report and incorporated herein by reference.



On December 16, 2011, we entered into a Loan Agreement with Shandong Anda Biotech Co., Ltd. , a third party, pursuant towhich we lent Shandong Anda approximately $3,181,016 (RMB 20,000,000). The loan is due on December 18, 2012 and bears nointerest. The foregoing description of the Loan Agreement does not purport to be complete and is qualified in it is entirety by referenceto the agreement which is filed as Exhibit 10.26 to this report and incorporated herein by reference.

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ITEM 6. EXHIBITS

ExhibitNumber Description of Exhibit

10.24*Loan Agreement dated November 18, 2011 by and between Qufu Natural Green Engineering Co., Ltd. and ShandongShengwangPharmaceutical Co., Ltd.

10.25*Supplier Agreement dated December 2, 2012 by and between Sunwin International Neutraceuticals, Inc. and DominoFoods, Inc.

10.26*Loan Agreement dated December 16, 2011 by and between Qufu Natural Green Engineering Co., Ltd. and ShandongAnda Bio-Tech Co., Ltd.

10.27* Confirmation of Amendment to Loan Agreement with Shandong Shengwang Pharmaceutical Co., Ltd.31.2* Section 302 Certificate of Chief Financial Officer

32* Section 906 Certificate of Chief Executive Officer and Chief Financial Officer101.INS**XBRL INSTANCE DOCUMENT

101.SCH**XBRL TAXONOMY EXTENSION SCHEMA101.CAL**XBRL TAXONOMY EXTENSION CALCULATION LINKBASE101.DEF**XBRL TAXONOMY EXTENSION DEFINITION LINKBASE101.LAB**XBRL TAXONOMY EXTENSION LABEL LINKBASE101.PRE**XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* - Filed herewith.** - In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this Quarterly Report onForm 10-Q/A shall be deemed “furnished” and not “filed”.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalfby the undersigned thereunto duly authorized.

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.

Dated: March 19, 2012 By: /s/ Dongdong LinDongdong Lin,Chief Executive Officer

Dated: March 19, 2012 By: /s/ Fanjun WuFanjun Wu,Chief Financial Officer

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Exhibit 10.24Loan Agreement

(Translation)

Party A：Qufu Natural Green Engineering Co., Ltd.Party B：Shandong Shengwang Pharmaceutical Co., Ltd.

WHEREAS, Party B applied for a loan from Party A and both parties negotiated the terms in good faith;

NOW, therefore, both parties have agreed to enter this loan agreement under the terms and conditions as follows:

1. Party A will loan RMB 20,000,000 (twenty million) to Party B as working capital.2. Term: from November 21, 2011 to November 20, 2012. The principal is due in full amount on expiration date.3. Party B shall pay back the loan on time.

4. On expiration date, Party B shall fully pay back the loan in one payment. If further cash or loan is needed, both parties shall sign anew loan agreement, and Party A decides at its own discretion a potential increase or decrease of the credit line available to Party B.

Party A: Qufu Natural Green Engineering Co., Ltd.

Signature: /s/ Chengxiang Yan(corporate seal)

Party B: Shandong Shengwang Pharmaceutical Co., Ltd.

Signature: /s/ Laiwang Zhang(corporate seal)

Date: November 18, 2011



Exhibit 10.25

SUPPLIER AGREEMENT

THIS SUPPLIER AGREEMENT (the “Agreement”) is made by and between Domino Foods, Inc., as agent for its Affiliates,American Sugar Refining, Inc., Redpath Sugars Ltd. Okeelanta Corporation, T&L Sugars Limited, Domino Comercio, and SidulAçúcares, Unipessoal Lda. (the "Purchaser") and Sunwin International Neutraceuticals, Inc.(“Supplier”).

Purchaser is engaged in the business of manufacturing, packaging, marketing and selling sweetener products. Purchaser is theowner of the formulations and specifications for certain food products, including products which utilize stevia or stevia based ingredients(the “Products”). Supplier manufactures stevia based ingredients and Supplier is willing to sell to Purchaser Reb A 60 and higher gradesof Stevia (the “Ingredient”) on the terms and conditions set forth in this Agreement. In consideration of the mutual promises set forth inthis Agreement, the parties agree as set forth below.

1. Supply.

1.1 Subject to the terms and conditions of this Agreement, Supplier shall supply to Purchaser, and Purchaser shall purchasefrom Supplier Ingredient from time to time. Purchaser may purchase Ingredient on its own behalf or that of its Affiliates or Affiliatesmay purchase Ingredient directly in their own name under this Agreement.

1.2 The specifications for the Ingredients are attached hereto as Exhibit A (the “Specifications”).

1.3 Additional products may be added to this Agreement by written amendment executed by the parties.1.4 Purchaser agrees that during the Term, and prior to placing orders for Ingredients with other suppliers, Purchaser will

give Supplier the opportunity to bid on supplying the desired Ingredients.

2. Purchase Orders. This Agreement shall be implemented by Purchaser or its Affiliates issuance of individual quarterlypurchase orders (“Purchase Orders”) specifying the quantity, unit size, packaging, Price (as defined in Item 4.1 of this Agreement),delivery location, and desired delivery date of Ingredients. Purchase Orders shall be placed at least ninety (90) days before the upcomingquarter. The terms of this Agreement shall prevail over any conflicting terms set forth in any Purchase Order and shall constitute thebinding obligation of Purchaser to purchase and Supplier to sell the Ingredient described therein.

3. [Intentionally Deleted].

4. Price.

.1 Prior to the submission of the Purchase Order, the parties shall negotiate the price for the Ingredient (the“Price”). Unless otherwise agreed by the parties, the Price for the Ingredients will exclude freight and shipping and transportationinsurance costs which will be added as line item to Supplier’s invoice and will be charged to Purchaser at Supplier’s cost without markup. Notwithstanding the foregoing, Purchaser reserves the right to make freight and shipping and transportation insurance arrangementsitself and will indicate such on its Purchase Order to Supplier.

.2 Any existing or future taxes, levies or duties whether on Ingredient, freight or shipping imposed by country of originor export shall be for Supplier’s account. Any existing or future taxes, levies or duties whether on the Ingredient, freight, or shippingimposed by country of destination shall be for Purchaser’s account.

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5. Sampling, Delivery and Shipment.

5.1 Prior to shipment, Supplier shall test product to confirm that it satisfies the Specifications. Supplier shall then identifyIngredient by production lot number and make samples of Ingredient available to Purchaser for testing. Purchaser shall test the Ingredientand then advise Supplier from which lots Purchaser wishes to purchase Ingredient. Upon receipt of Ingredient, Purchaser may, but is notobligated to, test the Ingredient for conformity to the Specifications and this Agreement.

5.2 The delivery terms will be “FOB Purchaser’s Facility” at any of the locations specified in the Purchase Order. Thedelivery location shall be set forth on the Purchase Order (“Delivery Location”). Title and risk of loss to Ingredient shall transfer toPurchaser upon Supplier’s Tender of Delivery. “Tender of Delivery” occurs when Ingredient is delivered by Supplier to the DeliveryLocation.

5.3 A Material Safety Data Sheet, Kosher Certificate and Certificate of Analysis (“COA”), and such other forms as mayreasonably be required by Purchaser, shall accompany each shipment of Ingredient. The COA for each lot of Ingredient delivered toPurchaser must contain supporting analytical information reasonably acceptable to Purchaser.

6. Invoices and Payment.

6.1 Supplier shall invoice Purchaser for all Ingredients sold pursuant to this Agreement, referencing in each such invoicethe Purchase Order(s) to which such invoice relates. Purchaser shall pay Supplier for Ingredient in United States dollars at Supplier'saddress set forth in this Agreement for notices or, if requested by Supplier, by wire transfer of immediately available funds to an accountdesignated by Supplier.

6.2 Supplier will invoice Purchaser and Purchaser shall pay all amounts, other than Contested Amounts, due Supplier inU.S. Dollars, within 30 days after Tender of Delivery. “Contested Amounts” refers to that portion of an invoice which Purchaser, ingood faith, disputes. In the event of Contested Amounts, Purchaser shall submit to Supplier by the invoice due date, full payment ofthe undisputed portion of any Supplier invoice and written documentation identifying and substantiating the Contested Amount. AnyContested Amounts determined to be payable to Supplier shall be due within 10 days of resolution of the Contested Amount.

6.3 If Purchaser is in default of any uncontested payment hereunder and remains in default for more than 10 calendardays after receiving written notice thereof from Supplier: (i) all of Supplier’s outstanding invoices for Ingredients purchased pursuant tothis Agreement shall become immediately due and payable and (ii) Supplier may withhold delivery or continued delivery of Ingredient,cancel this Agreement or seek damages for Purchaser’s breach.

7. Representations and Warranties.

7.1 Supplier represents and warrants to Purchaser that:

(a) Supplier shall itself, and shall confirm to the best of Supplier’s ability that its suppliers,(i) obtain and maintain all necessarypermits, registrations and licenses required to manufacture and supply Ingredient pursuant to this Agreement, and (ii) manufacture,package, store, transport and sell Ingredients to Purchaser in compliance with applicable local laws, rules and regulations, includingapplicable good manufacturing practices;

(b) at the time of delivery, the Ingredients shall (i) be free from defects in materials and workmanship, conform to theSpecifications, and be capable of maintaining the Specifications for the shelf life specified therein; (ii) be fit for human consumption; (iii)not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act (the “Act”) or within the meaning ofany

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applicable federal, provincial, state or local laws of the countries within the Territory, in which the definitions of “adulteration” or“misbranding” are substantially the same as those contained in the Act, nor will the Ingredient be an article which may not, under theAct, be introduced or delivered for introduction into interstate commerce, and (iv) be in compliance with applicable laws of the countrieswithin the Territory, including laws pertaining to the manufacture and packaging of food for human consumption.

(c) the Ingredients shall have Kosher certification;

(d) the use or ingestion of the Ingredients will not cause exposure to any chemical determined by the State of California pursuantto Proposition 65 to cause cancer or reproductive toxicity;

(e) Supplier is the sole and exclusive owner of all right, title and interest in and to the Ingredient and its formulas and processesand has the exclusive right to sell the Ingredients, free and clear of any claim or conflict with the rights of others;

(f), there have been no claims made against Supplier or to the best of Supplier’s knowledge, against its suppliers asserting theinvalidity, abuse, misuse, or unenforceability of any patents relating to the Ingredient or its manufacture, nor claims that the Ingredientinfringes the rights of others, and to Supplier’s knowledge, no grounds for any such claims exist;

(g) Supplier is duly authorized by all necessary corporate action to enter into this Agreement and to perform its obligationshereunder; and

(h) this Agreement, when executed and delivered by Supplier, shall be a valid and binding obligation of Supplier, enforceable inaccordance with its terms.

7.2 Supplier will sign and deliver a continuing pure food guaranties in form satisfactory to Purchaser ensuring thatIngredients will not be adulterated or misbranded under the applicable law of any country or state in which Ingredients are manufactured,delivered or sold.

7.3 Supplier shall confirm that all substances included in the Ingredients that are acquired from third parties satisfy theSpecifications for such substances and are substances that are (i) free from defects in materials and workmanship, conform to theSpecifications; (ii) fit for human consumption; (iii) not adulterated or misbranded within the meaning of the Federal Food, Drug andCosmetic Act (the “Act”) or within the meaning of any applicable federal, provincial, state or local laws of the countries within theTerritory, in which the definitions of “adulteration” or “misbranding” are substantially the same as those contained in the Act, nor anarticle which may not, under the Act, be introduced or delivered for introduction into interstate commerce; and (iv) in compliance withapplicable laws of the countries within the Territory, including laws pertaining to the manufacture and packaging of food for humanconsumption

8. Inspection.

8.1 Ingredients shall be received by Purchaser subject to Purchaser’s right of timely inspection and rejection. Suchinspection and rejection must be completed no more than ten days from the date Purchaser receives the Ingredients at the DeliveryLocation. In the event that any Ingredient delivered to Purchaser fails to meet the warranties set forth in this Agreement, Purchasershall notify Supplier as to such condition promptly upon Purchaser’s discovery thereof and shall provide Supplier with a reasonableopportunity to inspect such Ingredient and to cure any defect in Ingredient or delivery within thirty (30) days of notice. If Supplier cannotreasonably and promptly affect a cure for any nonconforming Ingredient, then at Purchaser’s option, Supplier shall either replace anyIngredient that fails to meet such warranties or shall refund the invoice price and shipping costs associated with any Ingredient that failsto meet such warranties, in addition to any other rights or remedies Purchaser may have. All reasonable transportation charges for thereturn of such Ingredient and any incidental costs shall be paid by Supplier. Payment for Ingredient prior to inspection by Purchaser shallnot constitute acceptance thereof and is without prejudice to any and all claims

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that Purchaser may have against Supplier. Inspection does not waive Purchaser right to reject, refuse acceptance and revoke acceptanceof Ingredient which is subsequently determined to not conform to the terms of this Agreement.

8.2 Supplier must inform Purchaser immediately (and provide relevant documents) upon becoming aware of anythingthat may indicate the quality, safety, or labeling of the Ingredient could cause Supplier to violate any of its warranties, or if Supplieris contacted by a government agency or the media regarding Ingredients or matters that could potentially relate to them. Before takingany action, including holding, retrieving, or recalling Ingredients, Supplier must consult with Purchaser. In the event of any recall,Supplier shall be responsible for all recall costs incurred by Purchaser, including any damages or costs to Purchaser, its customers or theircustomers.

9. Facility Audit and Inspection; Problem Notification.

9.1 Purchaser or its representative may audit Supplier’s non-financial books and records of account relating to Ingredients,including such records as pertain to the manufacture, handling, packaging, storage and delivery of Ingredient with reasonable notice withten (10) days business notice, during Supplier’s regular business hours during the Term and for six (6) months after the Term. Supplierwill cooperate and provide access to its records for review. Purchaser will follow reasonable procedures as Supplier may request tomaintain the confidentiality of the audited materials, but Supplier shall not require Purchaser or its representatives to sign a confidentialityagreement in order to conduct the audit. If Supplier refuses Purchaser’s reasonable request to audit its records, Purchaser may withholdpayment to Supplier and/or may suspend performance under this Agreement until Supplier complies.

9.2 Purchaser or its representative may inspect the facility or facilities where Supplier makes, stores, or ships Ingredients,with reasonable notice and in a reasonable manner, up to two (2) times a year (or more frequently if Purchaser finds a breach of thisAgreement) to review whether Ingredient is manufactured, stored, handled, and processed in compliance with the Specifications and allapplicable laws, quality control standards regarding food grade products, and the terms of this Agreement. If the inspection reveals thatSupplier has breached this Agreement, Purchaser may suspend performance under this Agreement until Supplier has taken correctiveaction satisfactory to Purchaser. Purchaser or its representatives may return to inspect a facility as frequently as reasonably necessary toensure that the breach has been corrected. Inspections are solely at Purchaser’s discretion and expense and do not relieve Supplier of anyobligations of inspection.

9.3 Supplier and its supplier’s facility or facilities shall undergo annual audits by third party auditors (SQF, AIB or such otherauditor reasonably acceptable to Purchaser). Supplier will notify Purchaser of the date of the audit and share the written results andreports from the audit with the Purchaser. If the audit reveals that Supplier has failed to achieve minimum scores as agreed to by theparties, Purchaser may suspend performance under this Agreement until Supplier has taken corrective action satisfactory to Purchaser.

9.4 Supplier will promptly notify Purchaser of all inspections of Supplier’s Facility by any governmental or regulatoryauthorities or Kosher certification organizations relevant to the quality or safety of the Ingredient and Purchaser shall have the right to bepresent for such inspections. Supplier will provide promptly to Purchaser copies of all written communications from any governmental orregulatory authority or Kosher certification organization pertaining to Ingredient or affecting Supplier’s obligations under this Agreementand provide Purchaser with a copy of any notice or report issued by the authority or certifying organization.

10. Indemnity.

10.1 Supplier shall indemnify, defend and hold Purchaser, including its subsidiaries and Affiliates, and their officers,directors, shareholders, employees, representatives and agents (collectively, the “Purchaser Entities”) harmless from and defend thePurchaser Entities against any and all settlements, claims,

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demands, causes of action, judgments, damages, losses, costs and expenses reasonable attorney’s fees and litigation costs (collectively, a“Claim”) made or asserted against any of the Purchaser Entities by a third party (including any costs and expenses, reasonable attorney’sfees and litigation costs incurred by Purchaser to defend any Claim) and arising from or relating to (a) any product liability or defectclaims relating solely to the Ingredient, including any goods in which the Ingredient is incorporated, (b) any failure of Supplier to complywith its obligations under this Agreement (including, without limitation, a breach of its representations and warranties), or (c) any tortiousacts or omissions of the Supplier including its subsidiaries and Affiliates, and their respective officers, directors, shareholders, employees,representatives and agents (collectively, the “Supplier Entities”).

10.2 Purchaser shall indemnify, defend and hold the Supplier Entities harmless from and defend the Supplier Entitiesagainst any Claim made or asserted against any of the Supplier Entities by a third party (including any costs and expenses, reasonableattorney’s fees and litigation costs incurred by Purchaser to defend any Claim) and arising from or relating to (a) a product liability ordefect claim relating to the manufacture, promotion or sale of the Ingredients unless the claim relates solely to the Ingredient; (b) anyfailure of Purchaser to comply with its obligations under this Agreement (including, without limitation, a breach of its representationsand warranties); and (c) any tortious acts or omissions of the Purchaser Entities.

11. Insurance. Throughout the Term and for a period of five years thereafter, each party shall maintain, with reputableinsurance companies, commercial general liability insurance including but not limited to (i) injury to person, (ii) damage to property,including claims based on infringement (iii) contractual liability coverage; (iv) personal and advertising injury liability and (v) productsliability coverage including a broad form vendor's endorsement (additional insured-vendor), with a minimum limit of $5,000,000.00USDper occurrence, listing the other party, including Domino Foods, Inc. and its Affiliates and wholly-owned subsidiaries, as additionalinsureds. The insurance policy required pursuant this section shall provide that in the event of its cancellation or nonrenewal, the insurershall give written notice to the other party at least 30 days prior to the effective date of the cancellation or nonrenewal. Each party shallfurnish the other party with a certificate of insurance evidencing the insurance required by this section on or prior to the execution of thisAgreement.

12. Term and Termination of Agreement.

12.1 The term of this Agreement shall commence as of the date set forth above and shall continue in effect for a periodof the Effective Date through December 31, 2012 (“Term”). Thereafter, the Agreement shall automatically renew from month to monthunless terminated by either party upon 30 days notice.

12.2 If either party breaches any of the material provision of this Agreement, the other party shall have the right toterminate this Agreement upon 15 days' written notice of the breach whereupon this Agreement shall terminate unless such breach isremedied within such 15 days. Further, if either party shall (a) become bankrupt or insolvent, (b) file for a petition therefor, (c) make anassignment for the benefit of creditors, or (d) have a receiver appointed for its assets, which appointment shall not be vacated within 60days after the filing, then the other party shall be entitled to terminate this Agreement immediately upon written notice to such party.

13. Confidentiality.

13.1 Each party acknowledges that: (a) as a result of its engagement under this Agreement, it (the “Receiving Party”)will obtain knowledge of, and access to, Confidential Information of the other party and its Affiliates (the “Disclosing Party”); (b) theConfidential Information constitutes valuable, special and unique assets of the Disclosing Party developed at significant expense whichare the exclusive property of the Disclosing Party; and (c) the Disclosing Party would not enter into this Agreement without the assurancethat all Confidential Information will be maintained confidential and used for the exclusive benefit of the Disclosing Party. Accordingly,Receiving Party shall not, at any time, either during or subsequent to the Term use any of the Confidential Information, except in theperformance of this Agreement or disclose any of the Confidential Information to any Person without the prior written consent of theDisclosing Party. “Confidential Information” includes without limitation, the Ingredient and Ingredient formulations and specification,inventions, trade secrets, know-how, technical information, manufacturing practices, specifications, formulae, and other information ofDisclosing Party and all such information developed by Disclosing Party in order to perform its obligations under this Agreement. Therestrictions of this Section shall not apply to any information which (x) is or becomes public knowledge through no fault of the ReceivingParty; (y) is received by Receiving Party from a third party having the lawful right to disclose the information; or (z) subject to Section14.2, is required by law to be disclosed.

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13.2 If Receiving Party is required under applicable law to disclose Confidential Information, Receiving Party shall, priorto such disclosure, notify Disclosing Party of such requirement and all particulars related to such requirement. Disclosing Party shallhave the right, at its expense, to object to such disclosure and to seek confidential treatment of any confidential information to be sodisclosed on such terms as it shall determine, and the Receiving Party shall fully cooperate with Disclosing Party in this regard.

13.3 This Agreement shall not be deemed to grant Receiving Party a license to use any Confidential Information for anypurpose other than the performance of its obligations hereunder. Upon the expiration or termination of this Agreement for any reason,Receiving Party shall return to Disclosing Party all Confidential Information, whether in tangible, electronic or other form, except thatone copy may be retained by Receiving Party in its Legal Department to ensure compliance herewith.

14. Survival of Rights. The termination of this Agreement for any reason shall be without prejudice to, and shall notaffect, the right of either party to recover from the other any and all damages to which either party may be entitled, or any other rightsof either party and all such rights of both shall survive any such termination. In addition, any termination of this Agreement shall notrelease the parties from liabilities and obligations accrued as of the date thereof. Notwithstanding anything to the contrary that may becontained herein, in the event of the termination or expiration of this Agreement, the payment, indemnification, and other obligations ofthe parties which by their terms are to be performed or complied with subsequent to the expiration or termination of this Agreement shallsurvive and continue in effect.

15. Notice. All notices, requests, consents and other communications required or permitted under this Agreement shallbe in writing and shall be (as elected by the person giving such notice) sent by facsimile (with confirmation received of the recipient'snumber) to the numbers set forth below or shall be hand delivered by messenger or courier service, or mailed by registered or certifiedmail (postage prepaid), return receipt requested, or delivered by overnight delivery service, addressed to:

If to Purchaser:

Domino Foods, Inc.120 Wood Avenue, Suite 515Iselin, NJ 08830Attention: Brian O’Malley, PresidentFacsimile: 732-906-5603

With a copy to:Domino Foods, Inc.One North Clematis Street, Suite 200West Palm Beach, FL 33401Attention: General CounselFacsimile: 561-366-5180

If to Supplier:Sunwin International Neutraceuticals, Inc.:

6 Shengwang AvenueQufu, Shandong

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China 273100Facsimile: ______________________

With a copy to:Sunwin International Neutraceuticals, Inc.:431 Fairway Drive Suite 200Deerfield Beach Florida 33441

Each such notice shall be deemed delivered (a) on the date delivered if by personal or overnight delivery, (b) on the date sentby telecopy if so sent, and (c) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by thepostal authorities as not deliverable, as the case may be, if mailed.

16. Force Majeure. The inability of any party to commence or complete its obligations hereunder by the dates hereinrequired resulting from delays caused by strikes, insurrection, acts of God, war, emergencies, shortages or unavailability of materials, orother similar causes beyond the party's reasonable control which shall have been timely communicated to the other party, shall extend theperiod for the performance of the obligations for the period equal to the period(s) of any such delays(s); provided that such party shallcontinue to perform to the extent feasible in view of such force majeure; and provided further, that if such force majeure shall continuefor a period of six months, either party shall have the right to terminate this Agreement upon written notice to the other.

17. Assignment; Binding Effect. Neither party shall assign this Agreement without the prior written consent of the otherparty. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permittedassigns.

18. Waiver and Amendment. Any representation, warranty, covenant, term or condition of this Agreement which maylegally be waived, may be waived, or the time of performance thereof extended, at any time by the party hereto entitled to the benefitthereof, and any term, condition or covenant (including, without limitation, the period during which any condition is to be satisfied or anyobligation performed) may be amended by the parties hereto at any time. Any such waiver, extension or amendment shall be evidencedby an instrument in writing executed by an officer authorized to execute waivers, extensions or amendments. No waiver by any party,whether express or implied, of its rights under any provision of this Agreement shall constitute a waiver of such party's rights under suchprovisions at any other time or a waiver of such party's rights under any other provision of this Agreement. No failure by any party totake any action against any breach of this Agreement or default by another party shall constitute a waiver of the former party's right toenforce any provision of this Agreement or to take action against such breach or default or any subsequent breach or default by such otherparty.

19. Entire Agreement. This Agreement, including the Schedules attached hereto, contains every obligation andunderstanding between the parties relating to the subject hereof and merges all prior discussions, negotiations and agreements, if any,between them, and none of the parties shall be bound by any conditions, definitions, understandings, warranties or representations otherthan as expressly provided or referred to herein.

20. Relationship of Parties. This Agreement shall not constitute or be construed as creating a partnership or joint venturebetween the parties, and neither party shall be liable for any debts or obligations of the other party. Neither party shall in any way beconsidered as being an agent or representative of the other party in any dealings with any third party, and neither party may act for, orbind, the other party in any such dealings.

21. Remedies Cumulative. The rights and remedies given in this Agreement to a nondefaulting party shall be deemedcumulative, and the exercise of one of such remedies shall not operate to bar the

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exercise of any other rights and remedies reserved to a nondefaulting party under the provisions of this Agreement or given to anondefaulting party at law or in equity.

22. Law. This Agreement has been entered into and shall be construed and enforced in accordance with the laws of theState of New York without reference to the choice of law principles thereof. Supplier shall comply with all laws, ordinances, rules,codes and regulations of Federal, State, regional and local authorities (collectively, the “Laws”) applicable to the Ingredients being sold.Any provisions required by the Laws to be included herein shall be deemed to be incorporated herein by reference, including, but notlimited to, the provisions set forth in 29 CFR Part 470 and Executive Order clauses, as applicable, as referenced in E.O. No. 11246,the Rehabilitation Act and the Vietnam Veterans Era Readjustment Assistance Act, and EO 13496 notification of employee rights underfederal labor laws (29 CFR Part 471, Appendix A to Subpart A).

23. Prevailing Party. If either party commences an action against the other to interpret or enforce any of the terms ofthis Agreement or as a result of a breach by the other party of any of its terms, the prevailing party shall be entitled to recover from thenonprevailing party reasonable attorneys' fees, costs and expenses incurred by the prevailing party in connection with such action.

24. Affiliate. “Affiliate” means any Person which controls, is controlled by or is under common control with Purchaseror Supplier, as the case may be. The term “control” means the ownership, directly or indirectly, or the power to direct the voting ordisposition, of 50 percent or more of the voting stock or equity interests of the subject Person. “Person” means any natural person,corporation, unincorporated organization, partnership, association, joint stock company, joint venture, limited liability company, trust orgovernment, or any agency or political subdivision of any government, or any other entity. Affiliates are intended third party beneficiariesof this Agreement.

25. Language. In the event this Agreement is written in both English and Chinese languages, then in the event of anydiscrepancy between the two language versions, the English language version shall prevail.

IN WITNESS WHEREOF, the parties have executed this Agreement by their authorized representatives effective as of the laterdate written below (“Effective Date”).

DOMINO FOODS, INC.120 Wood Avenue, Suite 515Iselin, NJ 08830By: /s/ Brian O'MelleyName: Brian O'MelleyTitle: President and CRODate: 11/30/2011

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.6 Shengwang AvenueQufu, ShandongChina 273100By: /s/ Dongdong LinName: Dongdong LinTitle: CEODate: 12/2/2011

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Exhibit 10.26

Loan Agreement(Translation)

Party A：Qufu Natural Green Engineering Co., Ltd.Party B：Shandong Anda Bio-Tech Co., Ltd.

WHEREAS, Party B applied for a loan from Party A and both parties negotiated the terms in good faith;

NOW, therefore, both parties have agreed to enter this loan agreement under the terms and conditions as follows:

1. Party A will loan RMB 20,000,000 (twenty million) to Party B as working capital.2. Term: from December 19, 2011 to December 18, 2012. The principal is due in full amount on expiration date.

3. On expiration date, Party B shall fully pay back the loan in one payment. If further cash or loan is needed, both parties shall sign anew loan agreement, and Party A decides at its own discretion a potential increase or decrease of the credit line available to Party B.

4. This loan provided through this agreement shall only be used as working capital. Otherwise, Party A has the right to collect the loanbefore expiration and charge Party B with 2% of the loan amount for penalty.

5. If Party B fails to pay the dues of the loan on expiration date, Party B is willing to compensate Party A with the assets owned byParty B and be responsible for all the expenses related to the exercise of creditor’s rights by Party A.

Party A: Qufu Natural Green Engineering Co., Ltd.

Signature: /s/ Chengxiang Yan(Corporate seal)

Party B: Shandong Anda Bio-Tech Co., Ltd.

Signature: /s/ Ansheng Zhang

December 16, 2011



Exhibit 10.27Confirmation of the Amendment to Loan Agreement

This is to confirm the amendment to the due date of the Loan Agreement that was entered by both parties on November 18,2011.

It is amended as such that Shandong Shengwang Pharmaceutical Co., Ltd. shall pay back the full amount of principal by April20, 2012.

Shandong Shengwang Pharmaceutical Co., Ltd.Signature: /s/Laiwang Zhang

March 16, 2012



Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Dongdong Lin, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended January 31, 2012 of Sunwin InternationalNeutraceuticals, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presentin all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presentedin this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting tobe designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performingthe equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

March 19, 2012 /s/ Dongdong LinDongdong Lin,Chief Executive Officer, principal executive officer



Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Fanjun Wu, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended January 31, 2012 of Sunwin InternationalNeutraceuticals, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presentin all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presentedin this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting tobe designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performingthe equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

March 19, 2012 /s/ Fanjun WuFanjun Wu,Chief Financial Officer, principal financial and accounting officer



Exhibit 32

Section 1350 Certification

In connection with the quarterly report of Sunwin International Neutraceuticals, Inc. (the “Company”) on Form 10-Q for the periodended January 31, 2012 as filed with the Securities and Exchange Commission (the “Report”), I, Dongdong Lin, Chief ExecutiveOfficer of the Company, and I, Fanjun Wu, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result ofoperations of the Company.

March 19, 2012 /s/ Dongdong LinDongdong Lin,Chief Executive Officer, principal executive officer

March 19, 2012 /s/ Fanjun WuFanjun Wu,Chief Financial Officer, principal financial and accounting officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwiseadopting the signature that appears in typed form within the electronic version of this written statement has been provided to theCompany and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



3 Months EndedInventory Jan. 31, 2012Inventory Disclosure[Abstract]Inventory Disclosure [TextBlock]

NOTE 3 - INVENTORIES

At January 31, 2012 and April 30, 2011, inventories consisted of thefollowing:

January 31,2012

April 30,2011

(unaudited)Raw materials $ 1,019,473 $ 736,533Work in process 190,763 179,585Finished goods 3,546,350 3,099,869

4,756,586 4,015,987Less: reserve for obsolete inventory (722,556) (688,073)

$ 4,034,030 $3,327,914



3 Months EndedInvestments, All OtherInvestments Jan. 31, 2012

Disclosure Text BlockSupplement [Abstract]Investments and OtherNoncurrent Assets [Text Block]

NOTE 5- LAND USE RIGHTS

Intangible assets consisted of the following:

EstimatedLife

January 31,2012

April 30,2011

(unaudited)

Land Use Right42.15Years $ 2,528,748 $2,448,171

Less: Accumulated Amortization (191,901) (145,059 )$ 2,336,847 $2,303,112

For the nine month periods ended January 31, 2012 and 2011,amortization expense amounted to $41,435 and $39,440, respectively.



SUNWININTERNATIONAL

NEUTRACEUTICALS,INC. AND SUBSIDIARIES

CONSOLIDATEDBALANCE SHEETS (USD

$)

Jan. 31,2012

Apr. 30,2011

CURRENT ASSETS:Cash $ 242,049 $

10,563,413Accounts receivable, net of allowance for doubtful accounts of $966,886 and$1,098,240, respectively 1,957,852 2,080,332

Accounts receivable - related party 480,626 204,664Notes receivable 36,582Loan receivable 3,508,261 505,260Inventories, net 4,034,030 3,327,914Due from related party 3,181,016Prepaid taxes 4,902 43,359Prepaid expenses and other current assets 2,182,383 62,664Total Current Assets 15,627,701 16,787,606Property and equipment, net 13,597,491 13,967,964Land use rights 2,336,847 2,303,112Total Assets 31,562,039 33,058,682CURRENT LIABILITIES:Accounts payable and accrued expenses 3,079,576 2,495,776Due to related party 85,271Taxes payable 65,437 118,351Derivative liability 5,203 5,203Total Current Liabilities 3,235,487 2,619,330STOCKHOLDERS' EQUITY:Common stock, $0.001 par value, 200,000,000 shares authorized; 157,356,137 and155,522,809 shares issued and outstanding 157,356 155,523

Additional paid-in capital 31,122,422 28,390,279(Accumulated deficit) retained earnings (8,143,385) (4,477,522)Accumulated other comprehensive income 5,190,159 4,262,044Total Sunwin International Neutraceuticals, Inc. stockholders' equity 28,326,552 28,330,324Noncontrolling interest 2,109,028Total Stockholders' Equity 28,326,552 30,439,352Total Liabilities and Stockholders' Equity $

31,562,039$33,058,682



3 Months EndedAccounting Policies Jan. 31, 2012Accounting Policies[Abstract]Significant AccountingPolicies [Text Block]

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying consolidated financial statements have been preparedin accordance with accounting principles generally accepted in the United Statesof America (�U.S. GAAP�) and pursuant to the rules and regulations of theSecurities and Exchange Commission (the "SEC") for interim financial reporting.The accompanying consolidated financial statements for the interim periodspresented are unaudited and reflect all adjustments (consisting only of normalrecurring adjustments) which are, in the opinion of management, necessary for afair presentation of the financial position and operating results for the periodspresented. Certain financial statement amounts relating to prior periods havebeen reclassified to conform to the current period presentation.

These unaudited consolidated interim financial statements should be readin conjunction with the financial statements and footnotes for the year endedApril 30, 2011 included in our Form 10-K as filed with the SEC. The results ofoperations and cash flows for the nine months ended January 31, 2012 are notnecessarily indicative of the results of operations or cash flows which may bereported for future periods or the full fiscal year.

Our consolidated financial statements include the accounts for the parentcompany and all our wholly owned and majority owned subsidiaries. Allintercompany accounts and transactions have been eliminated in consolidation.

Our subsidiaries include the following:

- Qufu Natural Green;- Qufu Shengren;- Qufu Shengwang; and- Sunwin Tech.

We discontinued veterinary segment in June 2010. The assets, liabilitiesand results of operations of the discontinued veterinary segment are classified asDiscontinued Operations for all periods presented.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. GAAPrequires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and the disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of



revenues and expenses during the reporting period. Significant estimates includethe estimated useful lives of property and equipment, the allowance for doubtfulaccounts and the fair value of embedded derivatives related to the outstandingwarrants to purchase our common stock. Actual results could differ from thoseestimates.

CASH AND CASH EQUIVALENTS

We consider all highly liquid investments with maturities of threemonths or less at the time of purchase to be cash and equivalents. As of January31, 2012, we held $200,830 of our cash and cash equivalents with commercialbanking institutions in the PRC, and $41,219 with banks in the United States.As of April 30, 2011, we held $10,532,233 of our cash and cash equivalentswith commercial banking institution in PRC, and $31,180 in the United States. InChina, there is no equivalent federal deposit insurance as in the United States, sothe amounts held in banks in China are not insured. We have not experienced anylosses in such bank accounts through January 31, 2012.

ACCOUNTS RECEIVABLE

Accounts receivable are reported at net realizable value. We haveestablished an allowance for doubtful accounts based upon factors pertaining tothe credit risk of specific customers, historical trends, and other information.Delinquent accounts are written off when it is determined that the amounts areuncollectible. At January 31, 2012 and April 30, 2011, the allowance for doubtfulaccounts was $966,886 and $1,098,240, respectively.

INVENTORIES

Inventories, consisting of raw materials, work in process, and finishedgoods related to our products, are stated at the lower of cost or market (estimatednet realizable value) utilizing the weighted average method.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortizationare provided using the straight line method over the estimated economic lives ofthe assets, which range from five to twenty years. Expenditures for majorrenewals and betterments that extend the useful lives of property and equipmentare capitalized. Expenditures for maintenance and repairs are charged to expenseas incurred. In accordance with paragraph 360-10-35-17 of the FinancialAccounting Standards Board (FASB) Accounting Standards Codification(�ASC�), we examine the possibility of decreases in the value of fixed assetswhen events or changes in circumstances reflect the fact that their recorded valuemay not be recoverable.

LONG-LIVED ASSETS



We review and evaluate on an annual basis our long-lived assets,including property and equipment and land use rights, for impairment or whenevents or changes in circumstances indicate that the related carrying amountsmay not be recoverable. An impairment is considered to exist if the totalestimated future cash flows on an undiscounted basis are less than the carryingamount of the assets, including goodwill, if any. An impairment loss is measuredand recorded based on discounted estimated future cash flows. In estimatingfuture cash flows, assets are grouped at the lowest level for which there isidentifiable cash flows that are largely independent of future cash flows fromother asset groups. Our estimates of future cash flows are based on numerousassumptions and it is possible that actual future cash flows will be significantlydifferent than the estimates. We conducted an impairment evaluation of our long-lived assets during this quarter and found that there was no impairment as ofJanuary 31, 2012.

TAXES PAYABLE

We are required to charge for and to collect value added taxes (VAT) onour sales. In addition, we pay value added taxes on our primary purchases,recorded as a receivable. These amounts are presented as net amounts forfinancial statement purposes. Taxes payable at January 31, 2012 and April 30,2011 amounted to $65,437 and $118,351, respectively, consisting primarily ofVAT taxes payable.

DERIVATIVE LIABILITY

We issued a total of 10,793,750 common stock purchase warrantsexercisable at $0.65 per share in connection with an offering of our equitysecurities in 2007. On February 20, 2009, our Board of Directors approved thepermanent reduction in the exercise price of these warrants to $0.15 pershare. At January 31, 2012 and April 30, 2011, 22,725 warrants wereoutstanding, and these warrants will expire March 26, 2012. The exercise price ofthe warrants is subject to reset adjustment in the event of price reduction. If weissue or sell shares of our common stock for an amount less than the exerciseprice per share, the exercise price of the warrants is reduced to equal the newissuance price of those shares. The outstanding warrants have been determined tonot be indexed to our stock and are carried at their fair value as a derivativeliability. For the nine months ended January 31, 2012 and 2011, the change in fairvalue of the derivative liability was not material.

We determined the fair value of the warrants at each reporting date usingthe Black-Scholes Option Pricing Model based on the following assumptions andkey inputs for each series of warrants and reporting date:

January 31,2012

April 30,2011

Dividend Yield 0% 0%Volatility 105% 107%Risk Free Rate 0.04% 0.22%



Expected Term (Years) 0.14 0.89Asset Price $ 0.29 $ 0.36Exercise Price $ 0.15 $ 0.15

FAIR VALUE OF FINANCIAL INSTRUMENTS

We follow the FASB ASC Section 825-10-50-10 for disclosures regardingthe fair value of financial instruments and have adopted ASC Section820-10-35-37 to measure the fair value of our financial instruments. ASC Section820-10-35-37 establishes a common definition for fair value to be applied toexisting generally accepted accounting principles that require the use of fairvalue measurements, establishes a framework for measuring fair value, andexpands disclosure about such fair value measurements. The adoption of ASCSection 820-10-35-37 did not have an impact on our financial position oroperating results, but did expand certain disclosures.

ASC Section 820-10-35-37 defines fair value as the price that would bereceived to sell an asset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date. Additionally, ASC Section820-10-35-37 requires the use of valuation techniques that maximize the use ofobservable inputs and minimize the use of unobservable inputs. These inputs areprioritized below:

Level 1:Observable inputs such as quoted market prices in active markets foridentical assets or liabilities

Level 2:Observable market-based inputs or unobservable inputs that arecorroborated by market data

Level 3:Unobservable inputs for which there is little or no market data, whichrequire the use of the reporting entity�s own assumptions.

The carrying amounts of our financial assets and liabilities, such as cash,accounts receivable, notes receivable, prepayments and other current assets,accounts payable, taxes payable and accrued expenses, approximate their fairvalues because of the short maturity of these instruments.

With the exception of derivative liabilities, we do not have any otherassets or liabilities measured at fair value on a recurring or a non-recurring basis.

INCOME TAXES

We file federal and state income tax returns in the United States for ourcorporate operations, and file separate foreign tax returns for our Chinesesubsidiaries. We account for income taxes under the provisions of ASC Section740-10-30, which is an asset and liability approach that requires the recognitionof deferred tax assets and liabilities for the expected future tax consequences ofevents that have been recognized in our financial statements or tax returns.

BASIC AND DILUTED EARNINGS PER SHARE



Pursuant to ASC Section 260-10-45, basic income (loss) per commonshare is computed by dividing income (loss) available to common shareholdersby the weighted average number of shares of common stock outstanding for theperiods presented. Diluted income (loss) per share reflects the potential dilutionthat could occur if securities or other contracts to issue common stock wereexercised or converted into common stock or resulted in the issuance of commonstock that would then share in the income of us, subject to anti-dilutionlimitations.

At January 31, 2012 and 2011 outstanding purchase warrants which couldhave resulted in the issuance of 22,725 additional common shares, was anti-dilutive as we reported a net loss applicable to our common shareholders for bothperiods; additionally, outstanding purchase warrants which could have resulted inthe issuance of 26,666,666 additional common shares were also anti-dilutive asthe exercise price of the warrants exceeded the average market price. As a result,basic loss per share was equal to diluted loss per share for the three and ninemonths ended January 31, 2012 and 2011.

FOREIGN CURRENCY TRANSLATION

Transactions and balances originally denominated in U.S. dollars arepresented at their original amounts. Transactions and balances in other currenciesare converted into U.S. dollars in accordance with ASC Section 830-20-35 andare included in determining net income or loss.

Our functional currency is the Chinese Renminbi (�RMB�). Inaccordance with ASC 830-20-35, the financial statements were translated intoUnited States dollars using balance sheet date rates of exchange for assets andliabilities, and average rates of exchange for the period for the incomestatements. Net gains and losses resulting from foreign exchange transactions areincluded in the consolidated statements of operations. Translation adjustmentsresulting from the process of translating the local currency financial statementsinto U.S. dollars are included in other comprehensive income or loss.

RMB is not a fully convertible currency. All foreign exchangetransactions involving RMB must take place either through the People�s Bankof China (the �PBOC�) or other institutions authorized to buy and sell foreignexchange. The exchange rate adopted for the foreign exchange transactions are therates of exchange quoted by the PBOC, which are determined largely by supplyand demand. Translation of amounts from RMB into United States dollars (�$�)was made at the following exchange rates for the respective periods:

As of April 30, 2011 RMB 6.4918 to $1.00As of January 31, 2012 RMB 6.2873 to $1.00

Nine months ended January 31, 2012 RMB 6.3920 to $1.00Nine months ended January 31, 2011 RMB 6.7153 to $1.00

Three months ended January 31, 2012 RMB 6.3317 to $1.00



Three months ended January 31, 2011 RMB 6.6245 to $1.00

CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject us to concentrations ofcredit risk consist principally of cash and trade accounts receivable. We place ourcash with high credit quality financial institutions in the United States and China.At January 31, 2012, we had $200,830 on deposit in China, which is not insured.We have not experienced any losses in such accounts through January 31, 2011.

Almost all of our sales are credit sales which are primarily to customerswhose ability to pay is dependent upon the industry economics prevailing inthese areas; however, we believe that the concentration of credit risk with respectto trade accounts receivable is limited due to generally short payment terms. Wealso perform ongoing credit evaluations of our customers to help further reducepotential credit risk.

STOCK BASED COMPENSATION

We account for the grant of stock, stock options, warrants and restrictedstock awards in accordance with ASC Section 718, �Compensation - StockCompensation� and the applicable provisions of ASC Section 505, �Equity�,which requires entities to recognize in the statement of operations the grant-datefair value of stock options and other equity-based compensation.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred and areincluded in general and administrative expenses in the accompanying statementsof operations. Research and development costs are incurred on a project specificbasis. Research and development cost were $158,018 and $240,080 for the ninemonths ended January 31, 2012 and 2011, respectively.

REVENUE RECOGNITION

In general, we record revenue when persuasive evidence of anarrangement exists, services have been rendered or product delivery hasoccurred, the sales price to the customer is fixed or determinable, andcollectability is reasonably assured.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2011, the FASB issued Accounting Standards Update("ASU") No. 2011-08, Intangibles �� Goodwill and Other, which simplifies howan entity is required to test goodwill for impairment. This ASU would allow anentity to first assess qualitative factors to determine whether it is necessary toperform the two-step quantitative goodwill impairment test. Under the ASU, anentity would not be required to calculate the fair value of a reporting unit unlessthe entity determines, based on a qualitative assessment, that it is more likely



than not that its fair value is less than its carrying amount. The ASU includesa number of factors to consider in conducting the qualitative assessment. TheASU is effective for annual and interim goodwill impairment tests performed forfiscal years beginning after December 15, 2011. Early adoption is permitted. Theadoption of ASU 2011-08 did not have an impact on our consolidated financialstatements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income(Topic 220): Presentation of Comprehensive Income. Under the amendments, anentity has the option to present the total of comprehensive income, the componentsof net income, and the components of other comprehensive income either ina single continuous statement of comprehensive income or in two separate butconsecutive statements. The presentation option under current GAAP to presentthe components of other comprehensive income as part of the statement ofchanges in stockholders� equity has been eliminated. The amendments in thisUpdate should be applied retrospectively. For public entities, the amendmentsare effective for fiscal years, and interim periods within those years, beginningafter December 15, 2011. Early adoption is permitted because compliance withamendments is already permitted. We already comply with this presentation.

In December 2010, the FASB issued ASU No. 2010-29, Disclosure ofSupplementary Pro Forma Information for Business Combinations (��ASC805��). The objective of this standard is to address diversity in practice aboutthe interpretation of the pro forma revenue and earnings disclosure requirementsfor business combinations. This standard specifies that if a public entity presentscomparative financial statements, the entity should disclose revenue and earningsof the combined entity as though the business combination(s) that occurred duringthe current year had occurred as of the beginning of the comparable prior annualreporting period only. This standard also expands the supplemental pro formadisclosures under ASC 805 to include a description of the nature and amount ofmaterial, nonrecurring pro forma adjustments directly attributable to the businesscombination included in the reported pro forma revenue and earnings. Thisstandard is effective prospectively for business combinations for which theacquisition date is on or after the beginning of the first annual reporting periodbeginning on or after December 15, 2010. Early adoption is permitted. Theadoption of ASU 2010-29 did not have an impact on our consolidated financialstatements.

In December 2010, the FASB issued ASU No. 2010-28, Intangibles ��Goodwill and Other (ASC 350): When to Perform Step 2 of the GoodwillImpairment Test for Reporting Units with Zero or Negative Carrying Amounts.The objective of this standard is to address questions about entities with reportingunits with zero or negative carrying amounts because some entities concluded thatStep 1 of the test is passed in those circumstances because the fair value of theirreporting unit is greater than zero. The amendments in this standard modify Step 1of the goodwill impairment test for reporting units with zero or negative carryingamounts. For those reporting units, an entity is required to perform Step 2 of thegoodwill impairment test if it is more likely than not that a goodwill impairmentexists. This standard is effective for fiscal years, and interim periods within those



years, beginning after December 15, 2010. Early adoption is not permitted. Theadoption of ASU 2010-28 did not have an impact on our consolidated financialstatements.

In July 2010, the FASB issued ASU No. 2010-20, Disclosures aboutthe Credit Quality of Financing Receivables and the Allowance for CreditLosses, requiring companies to improve their disclosures about the credit qualityof their financing receivables and the credit reserves held against them. The extradisclosures for financing receivables include aging of past due receivables, creditquality indicators, and the modifications of financing receivables. This guidanceis effective for interim and annual periods ending on or after December 15,2010. There was no material impact on our consolidated financial position, resultsof operations or cash flows.

In January 2010, the FASB issued ASU No. 2010-02, Accounting andReporting for Decreases in Ownership of a Subsidiary, which clarifies the scopeof the guidance for the decrease in ownership of a subsidiary in ASC Topic 810,�Consolidations,� and expands the disclosures required for the deconsolidation ofa subsidiary or de-recognition of a group of assets. This guidance was effectiveon January 1, 2010. We have adopted this guidance and it did have an effect onthe accompanying consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-01, Accounting forDistributions to Shareholders with Components of Stock and Cash, whichclarifies that the stock portion of a distribution to stockholders that allows themto elect to receive cash or stock with a potential limitation on the total amount ofcash that all stockholders can elect to receive in the aggregate is considered ashare issuance that is reflected in earnings per share prospectively and is not astock dividend for purposes of applying ASC Topic 505, �Equity,� and ASCTopic 260, �Earnings Per Share.� This guidance is effective for interim andannual periods ending on or after December 15, 2009, and should be applied on aretrospective basis. The application of the requirements of this guidance had noeffect on our consolidated financial statements.

A variety of proposed or otherwise potential accounting standards arecurrently under study by standard setting organizations and various regulatoryagencies. Due to the tentative and preliminary nature of those proposedstandards, we have not determined whether implementation of such proposedstandards would be material to our consolidated financial statements.



3 Months EndedReceivables, Loans, NotesReceivable, and Others Jan. 31, 2012

Receivables [Abstract]Loans, Notes, Trade and OtherReceivables Disclosure [TextBlock]

NOTE 6 �� LOAN RECEIVABLE

In December 2011, we entered into a short-term loan agreement withShandong Anda Biotech Co., Ltd. ( "Shandong Anda"), a third party. Accordingto the terms of the agreement, we agreed to lend Shandong Anda approximately$3,181,016 (RMB 20,000,000). The loan will be due on December 18, 2012 andbears no interest. Shandong Anda is a major supplier of stevia leaves to theCompany.

During the third quarter of fiscal 2011 we loaned $327,245 to a subsidiaryof China Direct Investments, Inc., our corporate management services provider,which is comprised of $312,000 in principal and $15,245 in accrued interest.Both the principal and accrued interest are due on demand.



3 Months Ended 9 Months EndedSUNWININTERNATIONAL


CONSOLIDATEDSTATEMENTS OF

OPERATIONS ANDCOMPREHENSIVE

INCOME (USD $)

Jan. 31,2012

Jan. 31,2011

Jan. 31,2012

Jan. 31,2011

Revenues:Revenues $ 2,248,228 $ 2,253,222 $ 7,749,468 $ 6,755,448Revenues - related party 697,306 193,373 1,611,682 322,763Total revenues 2,945,534 2,446,595 9,361,150 7,078,211Cost of revenues 2,447,666 2,016,771 7,808,290 5,684,519Gross profit 497,868 429,824 1,552,860 1,393,692Operating expenses:Loss on equity investment 47,787 143,754Loss on disposition of property and equipment 1,173,200 674,675 1,173,200Selling expenses 228,944 179,895 631,341 437,193General and administrative expenses 1,548,942 2,152,270 3,283,012 3,593,552Total operating expenses 1,777,886 3,553,152 4,589,028 5,347,699Operating loss (1,280,018) (3,123,328) (3,036,168) (3,954,007)Other income (expenses):Gain on change in fair value of derivative liability 133 6,767Other (expense) income 7,637 2,089 (49,419) 2,544Interest income 11,344 13,019 43,837 31,216Total other (expense) income 18,981 15,241 (5,582) 40,527Loss from continuing operations before income taxes andnoncontrolling interest (1,261,037) (3,108,087) (3,041,750) (3,913,480)

Discontinued operations:Loss from discontinued operations (135,736)Gain on disposal of discontinued operations 11,450Less: total loss from discontinued operations (124,286)Loss before income taxes and noncontrolling interest (1,261,037) (3,108,087) (3,041,750) (4,037,766)Income taxes (1,173) 10,087 (1,173)Net loss (1,262,210) (3,098,000) (3,042,923) (4,037,766)Less: loss attributable to noncontrolling interest 142,838 54,258 206,893Net loss attributable to Sunwin International Neutracueticals,Inc. (1,262,210) (2,955,162) (2,988,665) (3,830,873)

Comprehensive IncomeNet loss (1,262,210) (3,098,000) (3,042,923) (4,037,766)Gain on foreign currency translation 149,836 353,536 928,115 1,205,553Total Comprehsneive Loss $

(1,112,374)$(2,744,464)

$(2,114,808)

$(2,832,213)



Basic and diluted loss per common share:Loss from continuing operations $ (0.01) $ (0.02) $ (0.02) $ (0.02)Loss from discontinue operations $ 0.00 $ 0.00 $ 0.00 $ 0.00Loss per common share $ (0.01) $ (0.02) $ (0.02) $ (0.02)Weighted average common shares outstanding - basic anddiluted 157,246,247155,595,888156,906,440157,849,990



3 Months EndedSubsequent Events Jan. 31, 2012Subsequent Events[Abstract]Subsequent Events [TextBlock]

NOTE 13 - SUBSEQUENT EVENTS

Strategic Plans to dispose of Chinese Medicine Segment

Currently we are evaluating alternatives as to the potential disposition ofthe Chinese Medicines segment to further streamline our product offering andfocus our business on producing and selling high-quality stevia products. Theexit strategy contemplated for the Chinese Medicines segment has also beeninfluenced by our concerns on the profitability of this segment in the near future.



3 Months EndedDocument and EntityInformation (USD $) Jan. 31, 2012 Mar. 08,

2012Oct. 31,

2010Document and EntityInformationEntity Registrant Name SUNWIN INTERNATIONAL

NEUTRACEUTICALS, INC.Document Type 10-QDocument Period End Date Jan. 31, 2012Amendment Flag falseEntity Central Index Key 0000806592Current Fiscal Year End Date --04-30Entity Common Stock, SharesOutstanding 157,356,137

Entity Public Float $40,111,838

Entity Filer Category Smaller Reporting CompanyEntity Current Reporting Status NoEntity Voluntary Filers NoEntity Well-known Seasoned Issuer NoDocument Fiscal Year Focus 2012Document Fiscal Period Focus Q3



9 Months EndedSUNWININTERNATIONAL


CONSOLIDATEDSTATEMENTS OF CASHFLOWS (Unaudited) (USD

$)

Jan. 31, 2012 Jan. 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:Net loss $ (3,042,923) $ (4,037,766)Less: total loss from discontinued operations (124,286)Adjustments to reconcile net loss to net cash provided by operating activitiesDepreciation expense 1,102,324 1,097,511Gain on change in fair value of derivative liability (6,767)Amortization of land use right 41,435 39,440Loss on disposition of property and equipment 674,675 1,173,036Loss on equity investment 143,754Stock issued in exchange for services 628,132 138,750Allowance for doubtful accounts (164,338) 569,728Changes in operating assets and liabilities:Accounts receivable and notes receivable 315,387 (197,075)Accounts receivable - related party (264,984) 45,106Inventories (588,079) 1,005,661Due from related parties (3,128,911)Prepaid expenses and other current assets (2,083,525) (58,574)Loan receivable (2,950,896) (501,603)Tax receivable 39,213Accounts payable and accrued expenses 494,629 196,244Taxes payable (55,833) (39,602)NET CASH (USE IN )PROVIDED BY CONTINUING OPERATIONS (8,983,694) (307,871)Net cash provided by discontinued operations 10,713NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (8,983,694) (297,158)CASH FLOWS FROM INVESTING ACTIVITIES:Cash used in equity acquisition (626,125)Proceeds from disposal of property and equipment 39,462Purchases of property and equipment (950,307) (526,966)Net cash used in discontinued operations (210)NET CASH USED IN INVESTING ACTIVITIES (1,576,432) (487,714)CASH FLOWS FROM FINANCING ACTIVITIES:Advance due to related party 83,875Proceeds from exercise of warrants 112,449NET CASH PROVIDED BY FINANCING ACTIVITIES 83,875 112,449EFFECT OF EXCHANGE RATE CHANGES ON CASH 154,887 359,425NET CHANGE IN CASH (10,321,364) (312,998)



Cash 10,563,413 10,416,522Cash 242,049 10,103,524SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:Cash paid for income taxes 1,173 14,478NON-CASH INVESTING AND FINANCING ACTIVITIES:Shares cancelled in disposal of subsidiary $ 3,674,716



3 Months EndedCommitment andContingencies Jan. 31, 2012

Commitments andContingencies Disclosure[Abstract]Commitments andContingencies Disclosure[Text Block]

NOTE 12-COMMITMENTS AND CONTINGENCIES

On August 25, 2011, Qufu Natural Green entered into an agreement withQufu Jinxuan Real Estate Development Co., Ltd., an unaffiliated third party, topurchase thirty apartment units in China for use by certain employees. The totalarea of the apartment complex units is 41,979 square feet, with 6,458 square feetof storage area for a total purchase price of RMB15,120,000 (approximately$2,390,325) (the �Purchase Price�). Under the terms of the agreement, theapartment units are expected to be delivered by December 30, 2012. We prepaid30% of the Purchase Price, approximately $717,097, upon signing the agreementon August 25, 2011. An additional 50% of the Purchase Price, or approximately$1,195,162, was paid on December 8, 2011, with the balance, or approximately$478,066, upon completion of the ownership documents and transfer of theapartment units to us-see Note 8.



3 Months EndedProperty, Plant, andEquipment Jan. 31, 2012

Property, Plant andEquipment [Abstract]Property, Plant and EquipmentDisclosure [Text Block]

NOTE 4 - PROPERTY AND EQUIPMENT

At January 31, 2012 and April 30, 2011, property and equipmentconsisted of the following:

EstimatedLife

January 31,2012

April 30,2011

(unaudited)Office Equipment 5-7 Years $ 43,157 $ 39,568Auto and Trucks 10 Years 873,826 796,099Manufacturing Equipment 20 Years 11,328,271 11,364,168Buildings 20 Years 7,194,929 6,607,434

19,440,183 18,807,269Less: Accumulated Depreciation (5,842,692) (4,839,305)

$13,597,491 $13,967,964

For the nine months ended January 31, 2012 and 2011, depreciationexpense totaled $1,102,324 and $1,097,511, respectively. During the secondquarter of fiscal 2012, we disposed of obsolete manufacturing equipment andincurred a loss on disposition of $674,675, which is included in our statement ofoperations.



3 Months EndedSegment Reporting Jan. 31, 2012Segment Reporting[Abstract]Segment Reporting Disclosure[Text Block]

NOTE 10 - SEGMENT INFORMATION

The following information is presented in accordance with ASC Topic 280, �Segment Reporting�, for the ninemonths ended January 31, 2012 and 2011, we operated in two reportable business segments - (1) natural sweetener(stevioside) and (2) traditional Chinese medicines, organic herbal medicine, neutraceutical products, and veterinarymedicines prepared from organic herbal ingredients. Our reportable segments are strategic business units that offerdifferent products and are managed separately based on the fundamental differences in their operations.

Condensed financial information with respect to these reportable business segments for the three months endedJanuary 31, 2012 and 2011 is as follows:

Chinese Medicines Stevioside Corporate and Other Consolidated(Unaudited) 2012 2011 2012 2011 2012 2011 2012 2011Net revenues $ 812,056 $ 632,499 $ 2,133,478 $ 1,814,096 $ - $ - $ 2,945,534 $ 2,446,595Interestincome $ 7,741 $ 2,080 $ 991 $ 9,336 $ 2,612 $ 1,603 $ 11,344 $ 13,019Depreciationandamortization $ 19,495 $ 55,064 $ 371,111 $ 308,590 $ - $ - $ 390,606 $ 363,654Loss fromcontinuingoperationsbefore taxesandnoncontrollinginterest $ (602,387) $ (542,158) $ (446,579) $ (2,552,840) $(212,071) $ (13,089) $ (1,261,037) $ (3,108,087)Segmentassets $8,753,938 $4,167,604 $22,407,301 $28,329,965 $ 400,800 $561,113 $31,562,039 $33,058,682

Condensed financial information with respect to these reportable business segments for the nine months endedJanuary 31, 2012 and 2011 is as follows:

Chinese Medicines Stevioside Corporate and Other Consolidated(Unaudited) 2012 2011 2012 2011 2012 2011 2012 2011Net revenues $2,421,481 $1,648,034 $ 6,939,669 $ 5,430,177 $ - $ - $ 9,361,150 $ 7,078,211Interestincome $ 13,880 $ 4,318 $ 19,972 $ 25,295 $ 9,985 $ 1,603 $ 43,837 $ 31,216Depreciationandamortization $ 58,257 $ 91,117 $ 1,085,502 $ 1,045,834 $ - $ - $ 1,143,759 $ 1,136,951Loss fromcontinuingoperationsbefore taxesandnoncontrollinginterest $ (988,313) $ (734,076) $ (1,391,962) $ (3,084,109) $(661,475) $ (95,295) $ (3,041,750) $ (3,913,480)Segmentassets $8,753,938 $4,167,604 $22,407,301 $28,329,965 $ 400,800 $561,113 $31,562,039 $33,058,682



3 Months EndedEquity Jan. 31, 2012Stockholders' Equity Note[Abstract]Stockholders' Equity NoteDisclosure [Text Block]

NOTE 9 - STOCKHOLDERS' EQUITY

On May 9, 2011, we issued Yefu Sun 333,328 shares of our commonstock for legal services pursuant to an agreement we entered into with Mr. Sun inDecember 2009 and amended in March 2010. The shares were part of ouragreement to issue Mr. Sun a total of 1,000,000 shares as compensation forservices over a 24 month period because there was no performance commitmentat the date of the agreement. We recognized compensation expense based on thefair value of our common stock at each interim reporting date. In connectionwith this share issuance, $103,332 in stock-based consulting expense wasrecognized during the nine months ended January 31, 2012.

On April 22, 2011 we entered into a consulting agreement with ChinaDirect Investments, Inc. (�CDI�) to perform consulting services for fiscal 2012and agreed to a consulting fee of 1,500,000 shares of our common stock. OnMay 6, 2011 we issued 1,000,000 shares of our common stock valued at$343,000 to CDI. On November 21, 2011 we issued another 500,000 shares ofour common stock valued at $181,800 to CDI as consulting expenses pursuant tothis agreement. During the nine months ended January 31, 2012, we recognized atotal of $524,800 in stock-based consulting expenses. We recognized $138,750 instock-based consulting expenses during the nine months ended January 31,2011. These amounts are reflected in general and administrative expenses in theaccompanying consolidated statements of operations.

During the third quarter of fiscal 2011, we issued 749,655 shares of ourcommon stock upon the exercise of purchase warrants at $0.15 per shareproviding proceeds to us of $112,449. A summary of the changes to ouroutstanding stock warrants during the nine months ended January 31, 2012 is asfollows:

Shares

WeightedAverageExercise

PriceOutstanding at April 30, 2011 26,689,391 $ 0.35

Granted - -Exercised - -Forfeited - -

Warrants exercisable at January 31, 2012(unaudited) 26,689,391 $ 0.35

The following information applies to all warrants outstanding atJanuary 31, 2012:



Warrants Outstanding Warrants Exercisable

ExercisePrices Shares

WeightedAverage

RemainingContractual

Life

WeightedAverage

Exercise Price Shares

WeightedAverage

Exercise Price$ 0.15 22,725 0.14 $0.15 22,725 $0.15$ 0.35 26,666,666 2.00 $0.35 26,666,666 $0.35

26,689,391 $0.35 26,689,391 $0.35



3 Months EndedDiscontinued Operationsand Disposal Groups Jan. 31, 2012

Discontinued Operationsand Disposal Groups[Abstract]Disposal Groups, IncludingDiscontinued Operations,Disclosure [Text Block]

NOTE 11 �� DISCONTINUED OPERATIONS

In June 2010, as part of our strategy to streamline our product offerings tofocus on our core business of producing and selling stevia and other herb-basedproducts, including herb extracts and herb medicines, and also to eliminatesubsidiaries with minimal operations, we elected to sell our Veterinary Medicinedivision and to dissolve Sunwin Canada and reclassified the subsidiaries as�Discontinued Operations� beginning with our financial statements for the firstquarter of fiscal 2011. The assets and liabilities, as well as the results ofoperations, of the discontinued subsidiary are classified as �DiscontinuedOperations� for the three and nine months ended January 31, 2012 and 2011.

The following tables set forth the financial results of the discontinuedoperations for the three and nine months ended January 31, 2012 and 2011:

Three MonthsEnded Nine Months Ended

January 31, January 31,2012 2011 2012 2011

Revenues $ - $ - $ - $ 326,284Cost of Revenue - - - 203,489Gross profit - - - 122,795Operating expenses - - - 258,531Loss from discontinuedoperations - - - (135,736)Gain from disposal ofdiscontinued operations - - - 11,450Total loss fromdiscontinued operations $ - $ - $ - $(124,286)



3 Months EndedRelated Party Disclosures Jan. 31, 2012Related Party Transactions[Abstract]Related Party TransactionsDisclosure [Text Block]

NOTE 7 - RELATED PARTY TRANSACTIONS

Accounts Receivable �� related party

At January 31, 2012 and April 30, 2011, we reported $480,626 and$204,664 in accounts receivable � related party, respectively. Accountsreceivable � related party reflected amounts due from Qufu Shengwang Importand Export Corporation, a Chinese entity owned by our Chairman, Mr. LaiwangZhang, for merchandise that has been delivered. Total related party revenues forthe three months ended January 31, 2012 and 2011 were $697,306 and $193,373,respectively, and for the nine months ended January 31, 2012 and 2011 were$1,611,682 and $322,763, respectively.

Due from related parties

In November 2011, we entered into a loan agreement with ShandongShengwang Pharmaceutical Co., Ltd., a limited liability company organizedunder the laws of the PRC ("Pharmaceutical Corporation"), in which Mr.Laiwang Zhang, our president and chairman holds a majority interest. Accordingto the terms of the agreement, we agreed to lend Pharmaceutical Corporationapproximately $3,181,016 (RMB 20,000,000). The loan had an original due dateof November 20, 2012,and bears no interest. Pharmaceutical Corporation wasgoing to use the money to acquire the land use rights and Sunwin would have thebeneficial ownership of the acquired land. As a result of restrictions by thegovernment in the city in which the land is located, which prohibits bidding onland use rights by foreign owned companies such as ours, we requestedPharmaceutical Corporation obtain the rights for us. On March 16, 2012, the loanagreement was amended to change the due date of the loan to April 20, 2012since Sunwin has decided not to bid for the land use rights at this time.

Due to related parties

We pay management fees to Pharmaceutical Corporation. For the ninemonth ended January 31, 2012, we paid Pharmaceutical Corporation $750,939for management compensation, which is included in general and administrativeexpense. At January 31, 2012, we owed Pharmaceutical Corporation $85,271 formanagement fee compensation. Pharmaceutical Corporation also orally agreedto waive the management fees it charged us for fiscal 2011.



3 Months EndedOrganization, Consolidationand Presentation of

Financial Statements Jan. 31, 2012

Organization, Consolidationand Presentation ofFinancial Statements[Abstract]Organization, Consolidationand Presentation of FinancialStatements Disclosure [TextBlock]

NOTE 1 - ORGANIZATION AND OPERATIONS

DESCRIPTION OF BUSINESS

Sunwin International Neutraceuticals, Inc., a Nevada corporation, and itssubsidiaries are referred to in this report as �we�, �us�, �our�, or �Sunwin�.

We sell stevioside, a natural sweetener, as well as herbs used in traditionalChinese medicines. Except for the U.S.-based operations at Sunwin USA whichwe account for as an equity investment, substantially all of our operations arelocated in the People�s Republic of China (the �PRC�). We have built anintegrated company with the sourcing and production capabilities designed tomeet the needs of our customers. Our operations are organized into two operatingsegments related to our Stevioside and Chinese Medicine product lines.

In June 2010 we elected to streamline our product offerings to focus onour core business of producing and selling stevia and other herb-based products,including herb extracts and herb medicines. Consequently, we have exited allbusiness activities related to our veterinary medicines and sold our 100% interestin our Shengya Veterinary Medicine subsidiary to Mr. Laiwang Zhang, ourPresident and Chairman of the Board of Directors on July 31, 2010. See Note 10� Discontinued Operations.

On December 2, 2011, we signed a supply agreement with DominoFoods, Inc. (�Domino Sugar�) to sell our Reb A 60 and higher grades of stevia.This new supply agreement is effective through December 31, 2012, and will berenewable thereafter from month to month unless terminated by either party upon30 days notice. The agreement provides that quantities and prices for the steviaingredients will be included in purchase orders which will include agreed onpricing. Payments will be made on account on a net 30 days basis.

Stevioside Segment

Stevioside, whose content includes rebaudioside, is an all natural, lowcalorie sweetener extracted from the leaves of the stevia rebaudianaplant. Stevioside is a safe and natural alternative to sugar for people needing lowsugar or low calorie diets.




In our Chinese Medicine Segment, we manufacture and sell a variety oftraditional Chinese medicine formula extracts which are used in products madefor use by both humans and animals.

Qufu Shengwang

In fiscal 2009, Qufu Natural Green acquired a 60% interest in QufuShengwang from its shareholder, Shandong Group, for $4,026,851. The purchaseprice represents 60% of the value of the net tangible assets of Qufu Shengwangas of April 30, 2008. Shandong Group is owned by Laiwang Zhang, ourPresident and Chairman of the Board of Directors. Qufu Shengwangmanufactures and sells stevia -based fertilizers and feed additives.

On September 30, 2011, Qufu Shengwang purchased the 40% equityinterest in Qufu Shengwang owned by our Korean partners, Korea SteviaCompany, Limited, for $626,125 in cash, and as a result of this repurchasetransaction we now own 100% equity interest in all of the net assets of oursubsidiary Qufu Shengwang. Therefore, the non-controlling interest of$2,109,028 in our balance sheet as of January 31, 2012 has been eliminated toreflect our 100% interest in Qufu Shengwang. We plan to use these assets tobuild a new stevioside production line when market demand outgrows ourcurrent production capacity, which we expect to occur in fiscal 2014 if notearlier.

Qufu Shengren

In fiscal 2009, Qufu Natural Green acquired Qufu Shengren for$3,097,242. The purchase price was equal to the value of the assets of QufuShengren as determined by an independent asset appraisal in accordance withasset appraisal principles in the PRC. Prior to being acquired by us, QufuShengren was engaged in the production and distribution of bulk drugs andpharmaceuticals. Subsequent to the acquisition, Qufu Shengren produces anddistributes steviosides with a full range of grades from rebaudioside-A 10 to 98.

Sunwin USA

In fiscal 2009, we entered into a distribution agreement with WILDFlavors to assist our 55% owned Sunwin USA in the marketing and worldwidedistribution of our stevioside based sweetener products and issued WILD Flavorsa 45% interest in Sunwin USA. In exchange WILD Flavors agreed to provideSunwin USA with sales, marketing, logistics and supply chain management,product development and regulatory services valued at $1,000,000 over a periodof two years beginning on February 5, 2009.



3 Months EndedDeferred Costs, Capitalized,Prepaid, and Other Assets Jan. 31, 2012

Deferred Costs, Capitalized,Prepaid, and Other AssetsDisclosure [Abstract]Deferred Costs, Capitalized,Prepaid, and Other AssetsDisclosure [Table Text Block]

NOTE 8 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at January 31, 2012 and April30, 2011 totaled $2,182,383 and $62,664, respectively. As of January 31, 2012,prepaid expenses and other current assets includes $1,923,878 deposit forapartment units, $198,373 prepayments to suppliers for merchandise that had notbeen shipped to us and services that had not been provided to us and $60,132 foremployee advances. We recognize prepayments in inventory as suppliers makedelivery of goods, and as an expense when providers provide the services.

On August 25, 2011, Qufu Natural Green entered into an agreement withQufu Jinxuan Real Estate Development Co., Ltd., an unaffiliated third party, topurchase thirty apartment units in China for use by certain employees. The totalarea of the apartment complex units is 41,979 square feet, with 6,458 square feetof storage area for a total purchase price of RMB15,120,000 (approximately$2,390,325) (the �Purchase Price�). Under the terms of the agreement, theapartment units are expected to be delivered by December 30, 2012. We prepaid30% of the Purchase Price, approximately $717,097, upon signing the agreementon August 25, 2011. An additional 50% of the Purchase Price, or approximately$1,195,162, was paid on December 8, 2011, with the balance, or approximately$478,066, upon completion of the ownership documents and transfer of theapartment units to us-see Note 12.

Prepaid expense and other current assets at April 30, 2011 of $62,664represent prepayments to suppliers for merchandise that had not been shipped tous, services that had not been provided to us and employee advances.



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