SUNWIN STEVIA INTERNATIONAL, INC. - Quarter Report: 2013 January (Form 10-Q)

suwn10-q.htm

UNITED STATES

SECURITIES 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, 2013

[ ]	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 STEVIA INTERNATIONAL, 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 Securities Exchange 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, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 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 smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the 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 March 13, 2013 there were 173,882,803 shares of the registrant's common stock issued and outstanding.

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

FORM 10-Q

QUARTERLY PERIOD ENDED JANUARY 31, 2013

INDEX

	Page
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements	1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3. Quantitative and Qualitative Disclosures About Market Risk	26

Item 4. Controls and Procedures	26

PART II-OTHER INFORMATION
Item 1. Legal Proceedings	26

Item 1A. Risk Factors	26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3. Defaults Upon Senior Securities	27

Item 4. Mine Safety Disclosures	27

Item 5. Other Information	27

Item 6. Exhibits	28

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 disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that 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, the outcome of contingencies, such as legal proceedings, and financial results. A list of factors that could cause our actual results of operations 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, 2012 as filed with the Securities and Exchange Commission:


	-		Our revenues have declined in the past two fiscal years and there are no assurances they will return to historic levels in future periods;
	-		Growing dependence on related party revenues;
	-		Dependence upon continued market acceptance of our stevioside products, maintaining Generally Recognized as Safe status in the United States and obtaining approval in other countries in the world that currently do not permit use of steviosides 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 with PRC companies;
	-		The lack of various legal protections in certain agreements to which we are a party and which are material to our operations 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;
	-		Our dependence on our corporate management services in the preparation of our financial statements and reports we file with the SEC.
	-		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 financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the 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 each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially 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, 2012 is referred to as “fiscal 2012” and the year ending April 30, 2013 is referred to as “fiscal 2013.” Also, the three month period ending January 31, 2013 is our third quarter and is referred to as the “third quarter of fiscal 2013” the nine month period ending January 31, 2013 is referred to as the "first nine months of fiscal 2013". Likewise, the three month period ending January 31, 2012 is referred to as the “third quarter of fiscal 2012” the nine month period ending January 31, 2012 is referred to as the "first nine months of fiscal 2012.

When used in this report, the terms:

	-	“Sunwin”, “we”, “us” and the “Company” refers to Sunwin Stevia International, Inc., a Nevada corporation formerly known as Sunwin Neutraceuticals International, Inc., and our subsidiaries;

	-	“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 limited liability company;

	-	“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 100% owned subsidiary;

	-	“Qufu Shengwang” refers to Qufu Shengwang Stevia Biology and Science Co., Ltd., a Chinese limited liability company. Qufu Natural 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 owned subsidiary 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 company which is controlled by Mr. Laiwang Zhang (“Mr. Zhang”), President, Chairman and a principal shareholder of our company;

	-	"Qufu Shengwang Import and Export" refers to Qufu Shengwang Import and Export Co., Ltd., a Chinese limited liability company, controlled by Mr. Zhang;

	-	“Shandong Group” refers to Shandong Shengwang Group Co., Ltd., a Chinese limited liability company, which is controlled by Mr. Zhang, and

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

iii

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	January 31, 2013			April 30, 2012
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	68,294		$	2,958,895
Accounts receivable, net of allowance for doubtful accounts of $844,420 and $933,678, respectively		1,572,211			2,370,573
Accounts receivable - related party		728,041			550,740
Notes receivable		17,586			105,906
Loans receivable		42,087			1,962,118
Inventories, net		5,292,469			4,305,381
Due from related party		807,170			-
Prepaid taxes		136,388			-
Prepaid expenses and other current assets		1,575,952			633,522
Total Current Assets		10,240,198			12,887,135
Investment in real estate held for resale		1,925,164			1,919,665
Property and equipment, net		15,297,181			14,023,368
Intangible assets		1,490,384			-
Land use rights		2,263,490			2,298,973
Total Assets	$	31,216,417		$	31,129,141
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3,800,003		$	4,052,598
Due to related party		432,543			79,351
Taxes payable		-			73,327
Total Current Liabilities		4,232,546			4,205,276
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.001 par value, 200,000,000 shares authorized; 173,882,803 and 157,356,137 shares issued and outstanding as of January 31, 2013 and April 30, 2012, respectively		173,883			157,356
Additional paid-in capital		33,479,528			30,445,222
Accumulated deficit		(11,883,934	)		(8,818,978	)
Accumulated other comprehensive income		5,214,394			5,140,265
Total Stockholders' Equity		26,983,871			26,923,865
Total Liabilities and Stockholders' Equity	$	31,216,417		$	31,129,141

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

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SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	For the Three Months Ended Janauary 31,						For the Nine Months Ended January 31,
	2013			2012			2013			2012
Revenues	$	1,798,944		$	2,248,228		$	6,091,339		$	7,749,468
Revenues - related party		171,547			697,306			1,576,463			1,611,682
Total revenues		1,970,491			2,945,534			7,667,802			9,361,150
Cost of revenues		1,572,761			2,447,666			6,212,586			7,808,290
Gross profit		397,730			497,868			1,455,216			1,552,860
Operating expenses:
Loss on disposition of property and equipment		209,194			-			209,194			674,675
Selling expenses		261,452			228,944			751,873			631,341
General and administrative expenses		737,802			1,548,942			3,551,722			3,283,012
Total operating expenses		1,208,448			1,777,886			4,512,789			4,589,028
Operating loss		(810,718	)		(1,280,018	)		(3,057,573	)		(3,036,168	)
Other income (expense):
Other income (expense)		(20,204	)		7,637			(15,553	)		(49,419	)
Interest income		637			11,344			8,170			43,837
Total other income (expense)		(19,567	)		18,981			(7,383	)		(5,582	)
Loss before income taxes and noncontrolling interest		(830,285	)		(1,261,037	)		(3,064,956	)		(3,041,750	)
Income taxes benefit (expense)		3,444			(1,173	)		-			(1,173	)
Net loss		(826,841	)		(1,262,210	)		(3,064,956	)		(3,042,923	)
Less: loss attributable to noncontrolling interest		-			-			-			54,258
Net loss attributable to Sunwin Stevia International, Inc.	$	(826,841	)	$	(1,262,210	)	$	(3,064,956	)	$	(2,988,665	)
Comprehensive loss:
Net loss		(826,841	)		(1,262,210	)	$	(3,064,956	)	$	(3,042,923	)
Foreign currency translation		11,377			149,836			74,779			928,115
Total comprehensive loss	$	(815,464	)	$	(1,112,374	)	$	(2,990,177	)	$	(2,114,808	)
Net loss per common share:
Loss per share - basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Weighted average common shares outstanding - basic and diluted		173,374,671			157,246,247			165,946,391			156,906,440

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

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SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For Nine Months Ended January 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,064,956	)	$	(3,042,923	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		1,240,136			1,102,324
Amortization of Intangible assets		135,490			-
Amortization of land use right		42,022			41,435
Loss on disposition of property and equipment		209,194			674,675
Stock issued for employee compensation		810,000			-
Stock issued for services		614,959			628,132
Inventory impairment charge		(3,593	)		-
Allowance for doubtful accounts		(91,648	)		(164,338	)
Changes in operating assets and liabilities:
Accounts receivable and notes receivable		982,660			315,387
Accounts receivable - related party		(175,179	)		(264,984	)
Inventories		(968,145	)		(588,079	)
Prepaid expenses and other current assets		(937,729	)		(3,128,911	)
Due from related party		(792,126	)		(2,083,525	)
Loan receivable		-			(2,950,896	)
Tax receivable		(135,966	)		39,213
Accounts payable and accrued expenses		(263,390	)		494,629
Taxes payable		(73,310	)		(55,833	)
NET CASH USED IN OPERATING ACTIVITIES		(2,471,580	)		(8,983,694	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash used in equity acquisition		-			(626,125	)
Purchases of property and equipment		(2,677,493	)		(950,307	)
Increase in loan receivable		(1,718	)		-
Proceeds from loan receivable		1,921,358			-
NET CASH USED IN INVESTING ACTIVITIES		(757,853	)		(1,576,432	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advance due to related party		351,873			83,875
Repayment of related party advances		(12,546	)		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		339,327			83,875

EFFECT OF EXCHANGE RATE CHANGES ON CASH		(495	)		154,887
NET CHANGE IN CASH		(2,890,601	)		(10,321,364	)
Cash at the beginning of the period		2,958,895			10,563,413
Cash at the end of the period	$	68,294		$	242,049

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for income taxes	$	35,092		$	1,173
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Intangible assets acquired from acquisition	$	1,625,874		$	-
Shares issued for acquisition	$	1,625,874		$	-

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

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SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - ORGANIZATION AND OPERATIONS

DESCRIPTION OF BUSINESS

Sunwin Stevia International, Inc., a Nevada corporation, and its subsidiaries are referred to in this report as “we”, “us”, “our”, or “Sunwin”. We changed our name from Sunwin Neutraceuticals International Inc. to Sunwin Stevia International, Inc. on April 23, 2012 to more accurately reflect our business operations.

We sell stevioside, a natural sweetener, as well as herbs used in traditional Chinese medicines and veterinary products. Substantially all of our operations are located in the People’s Republic of China (the “PRC”). We have built an integrated company with the sourcing and production capabilities designed to meet the needs of our customers.

Our operations are organized into two operating segments related to our Stevioside and Chinese Medicine product lines.

Stevioside Segment

In our Stevioside segment, we produce and sell a variety of purified steviol glycosides with rebaudioside A and stevioside as the principal components, an all natural, low calorie sweetener, and OnlySweet, a stevioside based table top sweetener.

Chinese Medicine Segment

In our Chinese Medicine Segment, we manufacture and sell a variety of traditional Chinese medicine formula extracts which are 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 represented 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 Shengwang manufactures 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 Korean partner, Korea Stevia Company, Limited, for $626,125 in cash, and as a result of this repurchase transaction we now own 100% equity interest in all of the net assets of our subsidiary Qufu Shengwang. Therefore, the non-controlling interest of $2,109,028 in our balance sheet as of April 30, 2012 has been eliminated to reflect our 100% interest in Qufu Shengwang. On July 1, 2012, Qufu Shengwang entered the Cooperation Agreement with Hegeng (Beijing) Organic Farm Technology Co, Ltd. (“Hegeng”), a Chinese manufacturer and distributor of bio-fertilizers and pesticides, to jointly develop the bio-bacterial fertilizers based on the residues from our stevia extraction. Under the Cooperation Agreement, Hegeng provides strain and formula that we apply to the stevia residues to produce bio-bacterial fertilizers in the current facility of Qufu Shengwang. The bio-bacterial fertilizers will be distributed under Qufu Shengwang’s name. No additional investment in the facility would be required. During the third quarter of fiscal 2013, we decided to suspend the agreement with Hegeng because the sales were very little and the reaction to the products was lower than anticipated in fertilizer market. Currently we plan to use these assets to manufacture a variety of traditional Chinese medicine formula extracts. We expect to start production in fiscal 2014.

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 Qufu Shengren as determined by an independent asset appraisal in accordance with asset appraisal principles in the PRC. Prior to being acquired by us, Qufu Shengren was engaged in the production and distribution of bulk drugs and pharmaceuticals. Subsequent to 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 STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Sunwin USA

In fiscal 2009, we entered into a distribution agreement with WILD Flavors to assist our 55% owned subsidiary, Sunwin USA, in the marketing and worldwide distribution of our stevioside-based sweetener products and issued WILD Flavors a 45% interest in Sunwin USA. 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.

On August 8, 2012 we entered into an Exchange Agreement with WILD Flavors pursuant to which we purchased its 45% membership interest in Sunwin USA for an aggregate consideration of approximately $1,625,874, which includes the issuance of 7,666,666 shares of our common stock valued at approximately $1,533,333 and a cash payment of $92,541. The transaction closed on August 20, 2012. On August 22, 2012, we issued 7,666,666 shares of our common stock and paid $92,541 cash to WILD Flavors. The $92,541 cash payment was paid by China Direct Investment, Inc. (“CDI”), our corporate management services provider, and reimbursed by us to CDI through the issuance of our common shares as part of the terms of the consulting agreement with CDI dated May 1, 2012. The net tangible assets of Sunwin USA were reduced from $1,825,804 to $1,625,874 as a result of the application of generally accepted accounting principles (“U.S. GAAP”) which requires elimination of the difference between the purchase price of the 45% membership interest in Sunwin USA and cost basis of the intangible assets recorded by Sunwin USA. Intangible assets include the product development and supply chain for OnlySweet.

Under the terms of the agreement, WILD Flavors assumed certain pre-closing obligations of Sunwin USA totaling approximately $694,000, including trade accounts receivable, loans, health care and monthly expenses of an employee, potential chargebacks, bank fees and broker commissions incurred prior to the closing date. The agreement also contained customary joint indemnification and general releases. As a result of this transaction, we began consolidating the operations of Sunwin USA from the date of acquisition (August 20, 2012).

In addition to the Exchange Agreement, on August 8, 2012 we entered into the following additional agreements with WILD Flavors or its affiliate:

• We entered into an Amendment to Operating Agreement with WILD Flavors pursuant to which we are now the sole manager of Sunwin USA and certain sections of the original agreement dated April 29, 2009 were cancelled as they were no longer relevant following our purchase of the minority interest in Sunwin USA described above;

• We entered into a Termination of Distribution Agreement with WILD Flavors and Sunwin USA pursuant to which the Distribution Agreement dated February 5, 2009 was terminated; and

• We entered into a Distributorship Agreement with WILD Procurement Gmbh, a Swiss corporation (“WILD Procurement”) which is an affiliate of WILD Flavors. Under the terms of this agreement, we appointed WILD Procurement as a non-exclusive world-wide distributor for the resale of our stevia products. There are no minimum purchase quantities under the agreement, and the pricing and terms of each order will be negotiated by the parties at the time each purchase order is placed. The agreement restricts WILD Procurement from purchasing steviosides or other forms of stevia that are included in our products from sources other than our company under certain circumstances. In addition, at such time as we desire to offer new products, we must first offer WILD Procurement the non-exclusive right to distribute those products and the parties will have 60 days to reach mutually agreeable terms. The agreement contains certain representations by us as to the quality of the products we may sell WILD Procurement and the products’ compliance with applicable laws and good manufacturing practices, as well as customary confidentiality and indemnification provisions.

In the event WILD Procurement should fund research on stevia used in food, beverage or dietary supplement applications, and as a result of this research it develops new intellectual property, such intellectual property shall be the sole property of WILD Procurement. In the event we should jointly fund research, any new intellectual property developed from this effort will be jointly owned and each party will have the right to use the developed intellectual property in stevia-based products.

The agreement is for an initial term of 12 months and will automatically renew for successive 12 month terms unless the agreement has been terminated by either party upon 45 days prior written notice. There are no assurances any purchase orders will be placed under the terms of the Distribution Agreement. The agreement may also be terminated by either party upon a material breach by the other party, or upon the filing of a bankruptcy petition, both subject to certain cure periods. In the event the agreement is terminated, WILD Procurement has the right to continue to distribute our products on a non-exclusive basis for 24 months upon terms and conditions to be negotiated by the parties.

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SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. The accompanying consolidated financial statements for the interim periods presented are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented. Certain financial statement 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 and footnotes for the year ended April 30, 2012 included in our Form 10-K as filed with the SEC. The results of operations and cash flows for the three and nine months ended January 31, 2013 are not necessarily indicative of the results of operations or cash flows which may be reported for future periods or the full fiscal year.

Our consolidated financial statements include the accounts of Sunwin and all our wholly-owned and majority- owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Our subsidiaries include the following:

- Qufu Natural Green;

- Qufu Shengren;

- Qufu Shengwang;

- Sunwin Tech; and

- Sunwin USA

As reflected in the accompanying consolidated financial statements, the Company had a net loss and net cash used in operations of $3,064,956 and $2,471,580, respectively, for the nine months ended January 31, 2013 and has cash and cash equivalents and an accumulated deficit of $68,294 and $11,883,934 at January 31, 2013, respectively. These matters raise substantial doubt about the company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, raise additional capital, and generate more revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the allowance for doubtful accounts, the allowance for obsolete inventory, the useful life of property and equipment and intangible assets, assumptions used in assessing impairment of long-term assets and valuation of deferred tax assets, and the value of stock-based compensation. 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 and equivalents. As of January 31, 2013, we held $66,729, of our cash and cash equivalents with commercial banking institutions in the PRC, and $1,565 with banks in the United States. As of April 30, 2012, we held $2,938,981 of our cash and cash equivalents with commercial banking institution in PRC, and $19,914 in the United States. In China, there is no equivalent federal deposit insurance as in the United States, so the amounts held in banks in China are not insured. We have not experienced any losses in such bank accounts through January 31, 2013.

- 6 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

ACCOUNTS RECEIVABLE

Accounts receivable are reported at net realizable value. We have established an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, historical trends, and other information. Delinquent accounts are written off when it is determined that the amounts are uncollectible. At January 31, 2013 and April 30, 2012, the allowance for doubtful accounts was $844,420 and $933,678, respectively.

INVENTORIES

Inventories, consisting of raw materials, work in process, and finished goods related to our products, are stated at the lower of cost 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 the estimated economic lives of the assets, which range from five to twenty years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. In accordance with paragraph 360-10-35-17 of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”), we examine the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

LONG-LIVED ASSETS

We review and evaluate our long-lived assets, including property and equipment, intangible assets, and land use rights, for impairment or when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups. Our estimates of future cash flows are based on numerous assumptions and it is possible that actual future cash flows will be significantly different than the estimates. Based on our evaluation, we recorded an impairment loss of $209,194 related to impairment of the carrying amounts certain machinery and equipment deemed unusable (see note 5).

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 our primary purchases, recorded as a receivable. These amounts are presented as net amounts for financial statement purposes. Taxes payable at January 31, 2013 and April 30, 2012 amounted to $0 and $73,327, respectively, consisting primarily of VAT taxes payable.

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 have adopted ASC Section 820-10-35-37 to measure the fair value of our financial instruments. ASC Section 820-10-35-37 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. The adoption of ASC Section 820-10-35-37 did not have an impact on our financial position or operating results, but did expand certain disclosures.

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 in an orderly transaction between market participants at the measurement date. Additionally, ASC Section 820-10-35-37 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

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

- 7 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

INCOME TAXES

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

We apply the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our consolidated financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of January 31, 2013, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

BASIC AND DILUTED LOSS PER SHARE

Pursuant to ASC Section 260-10-45, basic income (loss) per common share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised 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.

	For Nine Months Ended January 31,
	2013			2012
Numerator:
Net loss	$	(3,064,956	)	$	(3,042,923	)
Numerator for basic EPS, loss applicable to common stock holders	$	(3,064,956	)	$	(3,042,923	)
Denominator:
Denominator for basic earnings per share - weighted average number of common shares outstanding		165,946,391			156,906,440
Stock awards, options, and warrants		-			-
Denominator for diluted earnings per share - adjusted weighted average outstanding average number of common shares outstanding		165,946,391			156,906,440
Basic and diluted loss per common share:
Loss per share – basic	$	(0.02	)	$	(0.02	)
Loss per share – diluted	$	(0.02	)	$	(0.02	)

At January 31, 2013 and 2012 the effect of our outstanding common stock purchase warrants 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 diluted loss per share for the nine months ended January 31, 2013 and 2012.

FOREIGN CURRENCY TRANSLATION

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

- 8 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional currency of the Company’s operating subsidiaries is the Chinese Renminbi (“RMB”). In accordance with ASC 830-20-35, the consolidated financial statements were translated into United States dollars using balance sheet date rates of exchange for assets and liabilities, and average rates of exchange for the period for the income statements and cash flows. Equity accounts were stated at their historical rate. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations. Translation adjustments resulting from the process of translating the local currency financial statements into U.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 through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rate adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC, which are determined largely by supply and 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, 2012	RMB 6.30 to $1.00
As of January 31, 2013	RMB 6.28 to $1.00

Nine months ended January 31, 2013	RMB 6.30 to $1.00
Nine months ended January 31, 2012	RMB 6.39 to $1.00
Three months ended January 31, 2013	RMB 6.28 to $1.00
Three months ended January 31, 2012	RMB 6.62 to $1.00

CONCENTRATIONS OF CREDIT RISK

Substantially all of our operations are carried out in the PRC. Accordingly, our business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. Our operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. Our results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash and trade accounts receivable. We place our cash with high credit quality financial institutions in the United States and China. At January 31, 2013, we had $66,729 on deposit in China, which is not insured. We have not experienced any losses in such accounts through January 31, 2013.

Almost all of our sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, we believe that the concentration of credit risk with respect to trade accounts receivable is limited due to generally short payment terms. We also perform ongoing credit evaluations of our customers to help further reduce potential 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 to recognize 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 the accompanying statements of operations. Research and development costs are incurred on a project specific basis. Research and development cost were $64,541 and $158,018 for the nine months ended January 31, 2013 and 2012, respectively.

REVENUE RECOGNITION

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

- 9 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2012, FASB issued Accounting Standards Update ("ASU") No. 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. ASU No. 2012-02 simplifies the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. ASU No. 2012-02 allows an entity the option of first performing a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The amendments in this ASU are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of ASU No. 2012-02 will not have a material impact on our consolidated financial statements.

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 qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the 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 includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of ASU 2011-08 did not have an impact on our consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. Under the amendments, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The presentation option under current GAAP to present the components of other comprehensive income as part of the 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.

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

NOTE 3 –INVESTMENT IN REAL ESTATE HELD FOR RESALE

On August 25, 2011, Qufu Natural Green entered into an agreement with Qufu Jinxuan Real Estate Development Co., Ltd., an unaffiliated third party, to purchase thirty apartment units in China for investment. The total area of the apartment complex 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 were expected to be delivered by December 30, 2012. As of January 31, 2013, the construction of the apartment units is not completed; the apartment units are expected to be delivered by June 30, 2013. We prepaid 30% of the Purchase Price, approximately $717,097, upon signing the agreement on 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 due upon completion of the ownership documents and transfer of the apartment units to us. As of January 31, 2013 and April 30, 2012, we classified investment in real estate held for resale as a long-term asset since we do not plan on selling the apartment units within one year. As of January 31, 2013 and April 30, 2012, investment in real estate held for resale amounted to $1,925,164 and $1,919,665, respectively.

- 10 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 - INVENTORIES

At January 31, 2013 and April 30, 2012, inventories consisted of the following:

	January 31, 2013			April 30, 2012
	(unaudited)
Raw materials	$	1,037,985		$	844,327
Work in process		460,993			298,221
Finished goods		4,500,814			3,871,730
		5,999,792			5,014,278
Less: reserve for obsolete inventory		(707,323	)		(708,897	)
	$	5,292,469		$	4,305,381

NOTE 5 - PROPERTY AND EQUIPMENT

At January 31, 2013 and April 30, 2012, property and equipment consisted of the following:

	Estimated Life	January 31, 2013			April 30, 2012
		(unaudited)
Office Equipment	5-7 Years	$	47,489		$	44,268
Auto and Trucks	10 Years		897,311			871,897
Manufacturing Equipment	20 Years		11,095,591			11,311,505
Buildings	20 Years		10,601,864			7,177,694
Construction in Process			-			872,864
			22,642,255			20,278,228
Less: Accumulated Depreciation			(7,345,074	)		(6,254,860	)
		$	15,297,181		$	14,023,368

For the nine months ended January 31, 2012 and 2011, depreciation expense totaled $1,240,136 and $1,102,324, respectively. During the third quarter of fiscal 2013, the Company performed an impairment analysis of long-lived assets and decided to impair certain Qufu Shengwang’s fixed assets with a net value of $209,194 and charged to operations.

NOTE 6 – INTANGIBLE ASSETS

Intangible assets consisted of the following:

	Estimated Life	January 31, 2013			April 30, 2012
		(unaudited)
Only Sweet name rights and related technologies	5 Years	$	587,183		$	-
Distribution agreement and related distribution channels	5 Years		1,038,691			-
			1,625,874
Less: accumulated amortization			(135,490	)		-
Intangible Assets, net		$	1,490,384		$	-

- 11 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On August 8, 2012 the Company entered into an Exchange Agreement with WILD Flavors pursuant to which it purchased its 45% membership interest in Sunwin USA for an aggregate consideration of approximately $1,625,874, which includes the issuance of 7,666,666 shares of our common stock valued at approximately $1,533,333 and a cash payment of $92,541. In connection with the Exchange Agreement, WILD Flavor granted, transferred and assigned to Sunwin USA all of its rights, title and interest, and the trade name Only Sweet, including any trademarks, trademark registrations and applications, service marks, service mark registrations and appl ications, copyrights, copyright registrations and applications, trade dress, trade names (whether or not registered or by whatever name or designation), owned, applied for, or registered in the name of, the WILD Flavor (the "Only Sweet Name Rights"). Additionally, we entered into a new Distributorship Agreement with WILD Procurement which is an affiliate of WILD Flavors, as discussed in Note 1. The transaction closed on August 20, 2012. The tangible assets of Sunwin USA were reduced from $1,825,804 to $1,625,874 as a result of the application of U.S. GAAP which requires elimination of the difference between the purchase price of the 45% membership interest in Sunwin USA and cost basis of the intangible assets recorded by Sunwin USA. Intangible assets have a useful life of five years and consist of the cost of Only Sweet Name Rights and related technologies as well as the fair value of the Wild Flavors distribution Agreement. For the nine months ended January 31, 2013 and 2012, amortization expense amounted to $135,490 and $0, respectively.

NOTE 7- LAND USE RIGHT

Land use right consisted of the following:

	Estimated Life	January 31, 2013			April 30, 2012
		(unaudited)
Land use right	41-65 Years	$	2,530,458		$	2,523,146
Less: accumulated amortization			(266,968	)		(224,173	)
		$	2,263,490		$	2,298,973

For the nine month periods ended January 31, 2013 and 2012, amortization expense amounted to $42,022 and $41,435, respectively.

NOTE 8 – LOAN RECEIVABLE

In December 2011, we entered into a short-term loan agreement with Shandong Anda Biotech Co., Ltd. (“Shandong Anda"), a third party. According to the terms of the agreement, we agreed to lend Shandong Anda approximately $3,181,016 (RMB 20,000,000). The loan was due on December 18, 2012 and bears no interest. Shandong Anda is a major supplier of stevia leaves to the Company. During the fourth quarter of fiscal 2012, Shandong Anda returned $1.5 million, and during the second quarter of fiscal 2013, an additional $0.8 million was repaid, and the balance of the loan of $0.8 million was repaid during the third quarter of fiscal 2013. As of January 31, 2013, the balance of the loan was $0.

On December 22, 2010, we loaned $500,000 to CDI China, Inc., a subsidiary of CD International Enterprises, Inc., and an affiliate of CDI our corporate management services provider. The loan bears interest at the rate of 3% per annum and the principal balance and accrued interest were due March 30, 2011. Part of the principal of $305,459 was repaid to us by CDI China, Inc. during fiscal 2012. At January 31, 2013, the balance of this loan was $42,087, which is comprised of $22,821 in principal and $19,266 in accrued interest. Both the principal and accrued interest are now due on demand.

NOTE 9 - RELATED PARTY TRANSACTIONS

Accounts receivable – related party and revenue – related party

For the nine months ended January 31, 2013 and 2012, we recorded revenue – related of $1,576,463 and $1,611,682, respectively related to sales of products to Qufu Shengwang Import and Export Corporation, a Chinese entity owned by our Chairman, Mr. Laiwang Zhang. At January 31, 2013 and April 30, 2012, we had $728,041 and $550,740 in accounts receivable – related party, respectively, from Qufu Shengwang Import and Export Corporation

- 12 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Due from related parties

At January 31, 2013 and April 30, 2012, we reported $807,170 and $0, respectively in due from related parties. During the second quarter of fiscal 2013, we advanced $783,507 to Pharmaceutical Corporation for working capital purposes. During the third quarter of fiscal 2013, we advanced another $23,663 to Pharmaceutical Corporation for working capital purposes. The advances bear no interest and are unsecured. As described elsewhere herein, at January 31, 2013 we owe Pharmaceutical Corporation an aggregate of $517,814, which includes $432,543 for a working capital and $85,271 in management fees. At January 31, 2013, Pharmaceutical Corporation owes our company $807,162 for working capital advances. As a result of internal PRC practices, we have not offset the amounts we owe Pharmaceutical Corporation against the amounts due it by our company. It is possible that these working capital advances by us to Pharmaceutical could be deemed to be in violation of Section 402 of the Sarbanes-Oxley Act of 2002, however, we have not made a determination as of the date hereof if the advances resulted in a violation of that provision. We expect that the working capital advance made by us to Pharmaceutical Corporation will be repaid. If, however, the amount is not repaid and/or it was determined that these advances violated the prohibitions of Section 402 from making loans to executive officers or directors, the Company could be subject to investigation and/or litigation that could involve significant time and costs and may not be resolved favorably. The Company is unable to predict the extent of its ultimate liability with respect to these transactions. The costs and other effects of any future litigation, government investigations, legal and administrative cases and proceedings, settlements, judgments and investigations, claims and changes in this matter could have a material adverse effect on the Company’s financial condition and operating results.

Due to related parties

At January 31, 2013 and April 30, 2012, we reported $432,543 and $79,351, respectively, in due to related parties. During the third quarter of fiscal 2013, we borrowed $432,543 from Pharmaceutical Corporation for working capital purpose which is due on demand. The loan bears no interest and is unsecured.

We pay management fees to Pharmaceutical Corporation. For the nine months ended January 31, 2013, we paid Pharmaceutical Corporation $417,036 for management compensation, which is included in general and administrative expense. At January 31, 2013, we owed Pharmaceutical Corporation $0 for management fee compensation. For the nine month ended January 31, 2012, we paid Pharmaceutical Corporation $750,939 for management compensation, which is included in general and administrative expense. At January 31, 2012, we owed Pharmaceutical Corporation $85,271 for management fee compensation.

NOTE 10 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at January 31, 2013 and April 30, 2012 totaled $1,575,952 and $633,522, respectively. As of January 31, 2013, prepaid expenses and other current assets includes $834,622 prepayments to suppliers for merchandise that had not been shipped to us and services that had not been provided to us; $149,835 for employee advances and $591,495 deposit for renewing the land use right. During the third quarter of fiscal 2013, Qufu Shengwang paid Qufu Public Auction Center $591,495 as deposit for renewing the land use right. The deposit is required for the Center to do the appraisal of the land use right and it will be refunded by the end of June 2013. We recognize prepayments in inventory as suppliers make delivery of goods and as an expense when providers provide the services.

As of April 30, 2012, prepaid expenses and other current assets includes $517,256 prepayments to suppliers for merchandise that had not been shipped to us and services that had not been provided to us, and $116,266 for employee advances and interest receivable.

NOTE 11 - STOCKHOLDERS' EQUITY

Common stock

At January 31, 2013, we are authorized to issue 200,000,000 shares of common stock. We had 173,882,803 and 157,356,137 shares outstanding at January 31, 2013 and April 30, 2012, respectively.

- 13 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On August 24, 2012, our board of directors authorized our 2012 Equity Compensation Plan (the “2012 Plan”) covering 10,000,000 shares of common stock. On August 28, 2012, we filed a registration statement on Form S-8 with the SEC covering the 2012 Plan to permit us to compensate and offer to our employees, officers, directors and consultants whose past, present and/or potential contributions to our company have been or will be important to our success, an opportunity to acquire a proprietary interest in our company. On September 27, 2012, we issued 6,000,000 shares of our common stock at $0.135 per share to three employees in China as bonus.

On May 9, 2011, we issued Yefu Sun 333,328 shares of our common stock for legal services pursuant to an agreement we entered into with Mr. Sun in December 2009 and amended in March 2010. The shares were part of our agreement to issue Mr. Sun a total of 1,000,000 shares as compensation for services over a 24 month period because there was no performance commitment at the date of the agreement. We recognized compensation expense based on the fair value of our common stock at each interim reporting date. In connection with this share issuance, $103,332 in stock-based consulting expense was recognized during the year ended April 30, 2012.

On April 22, 2011 we entered into a consulting agreement with a subsidiary of CD International Enterprises, Inc., to perform consulting services for fiscal 2012 and agreed to a consulting fee of 1,500,000 shares of our common stock. On May 6, 2011 we issued 1,000,000 shares of our common stock valued at $343,000 to CDI. On November 21, 2011 we issued another 500,000 shares of our common stock valued at $181,800 to CDI as consulting expenses pursuant to this agreement. During the year ended April 30, 2012, we recognized a total of $524,800 in stock-based consulting expenses. We recognized $183,127 in stock-based consulting expenses during the year ended April 30, 2011. These amounts are reflected in general and administrative expenses in the accompanying consolidated statements of operations.

Common stock purchase warrants

In February 2009, we issued 20,000,000 shares of our common stock at a price of $0.15 per share together with five year warrants to purchase 26,666,666 shares of common stock with an exercise price of $0.35 per share in connection with a securities purchase agreement in which subsequently WILD Flavors owned approximately 15.7% of the issued and outstanding of our common stock. As part of the securities purchase agreement, we also entered into a stockholders agreement with WILD Flavors and certain of our stockholders, including Laiwang Zhang, Dongdong Lin, Xingyuan Li, Junzhen Zhang, Xiangsheng Kong, Weidong Chai, and Fanjun Wu who then owned approximately 34.12% of our common stock. The stockholders agreement provides that so long as WILD Flavors owns at least 4,000,000 shares of our common stock, the parties will vote or cause their shares of our common stock to be voted to elect two members of our Board of Directors designated by WILD Flavors and three members designated by our stockholders who are a party to the stockholders agreement.

Up until February 5, 2011, Wild Flavors had a right of first refusal with respect to subsequent offers, if any, by us for the sale of our securities or debt obligations. The right of first refusal did not apply with respect to certain limited exceptions, including strategic license agreements, mergers and similar acquisitions and certain option programs.

During fiscal 2012, we did not issue any shares of our common stock for the exercise of purchase warrants.

- 14 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A summary of the changes to our outstanding stock warrants during the nine months ended January 31, 2013 is as follows:

	Shares		Weighted Average Exercise Price
Outstanding at April 30, 2012		26,666,666	$	0.35
Granted		-		-
Exercised		-		-
Forfeited		-		-
Warrants exercisable at January 31, 2013 (unaudited)		26,666,666	$	0.35

The following information applies to all warrants outstanding at January 31, 2013:

		Warrants Outstanding			Warrants Exercisable
Exercise Prices		Shares	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price
$	0.35	26,666,666	1.25	$0.35	26,666,666	$0.35
		26,666,666		$0.35	26,666,666	$0.35

NOTE 12 - SEGMENT INFORMATION

The following information is presented in accordance with ASC Topic 280, “Segment Reporting”, for the three and nine months ended January 31, 2013 and 2012, we operated in two reportable business segments - (1) natural sweetener (stevioside) and (2) traditional Chinese medicines. Our reportable segments are strategic business units that offer different 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 ended January 31, 2013 and 2012 is as follows:

		Chinese Medicines					Stevioside						Corporate and Other						Consolidated
(Unaudited)		2013		2012			2013			2012			2013			2012			2013			2012
Net revenues	$	1,111,530	$	812,056		$	858,961		$	2,133,478		$	-		$	-		$	1,970,491		$	2,945,534
Interest income	$	1,667	$	7,741		$	(1,030	)	$	991		$	-		$	2,612		$	637		$	11,344
Depreciation and amortization	$	19,811	$	19,495		$	532,909		$	371,111		$	-		$	-		$	552,720		$	390,606
Income (loss) before taxes and noncontrolling interest	$	137,625	$	(602,387	)	$	(806,192	)	$	(446,579	)	$	(161,718	)	$	(212,071	)	$	(830,285	)	$	(1,261,037	)
Segment assets	$	2,267,876	$	8,753,938		$	28,895,399		$	22,407,301		$	53,142		$	400,800		$	31,216,417		$	31,562,039

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SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed financial information with respect to these reportable business segments for the nine months ended January 31, 2013 and 2012 is as follows:

	Chinese Medicines					Stevioside						Corporate and Other						Consolidated
(Unaudited)	2013		2012			2013			2012			2013			2012			2013			2012
Net revenues	$	2,475,830	$	2,421,481		$	5,191,972		$	6,939,669		$	-		$	-		$	7,667,802		$	9,361,150
Interest income	$	1,733	$	13,880		$	4,719		$	19,972		$	1,718		$	9,985		$	8,170		$	43,837
Depreciation and amortization	$	59,197	$	58,257		$	1,358,451		$	1,085,502		$			$	-		$	1,417,648		$	1,143,759
Income (loss) before taxes and noncontrolling interest	$	149,002	$	(988,313	)	$	(1,495,243	)	$	(1,391,962	)	$	(1,718,715	)	$	(661,475	)	$	(3,064,956	)	$	(3,041,750	)
Segment assets	$	2,267,876	$	8,753,938		$	28,895,399		$	22,407,301		$	53,142		$	400,800		$	31,216,417		$	31,562,039

NOTE 13-COMMITMENTS AND CONTINGENCIES

We lease office and manufacturing space under leases in Shandong, China that expire through 2014.

All facilities related to traditional Chinese medicine segment are leased from Pharmaceutical Corporation, a related party. The term of this lease will expire in October, 2012 and provides for annual lease payments of $23,400. We have paid the rent for this facility in fiscal 2012 which was included in the management fee we paid to Pharmaceutical Corporation during fiscal 2012. Pharmaceutical Corporation orally agreed to extend the lease under similar terms to June 2013.

NOTE 14 – CONCENTRATIONS AND CREDIT RISK

(i) Customer Concentrations

Customer concentrations for the nine months ended January 31, 2013 and 2012 are as follows:

	Net Sales For the Nine Months Ended January 31,
	2013						2012
	Chinese Medicine			Stevioside			Chinese Medicine			Stevioside
Qingdao Shangming International Trading Co., Ltd		-			-			-			10.0	%
Qufu Shengwang Import and Export Co., Ltd					46.0	%					24.0	%
Qingdao RuiChi Medicine Industry Limited Company		-			-			-			20.0	%
Guangdong Tengjun Veterinary Medicine Co., Ltd		11.6	%		-			-
Total		11.6	%		46.0	%		-	%		54.0	%

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SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(ii) Vendor Concentrations

Vendor concentrations for the nine months ended January 31, 2013 and 2012 are as follows:

	Net Purchases For the Nine Months Ended January 31,
	2013						2012
	Chinese Medicine			Stevioside			Chinese Medicine			Stevioside
Shandong Heze Zhongshun Pharmaceutical Co., Ltd		38.1	%		-			34.4	%		-
Anguo City Oasis Chinese Herbal Medicines Co., Ltd		-						17.0	%
Bozhou Weitao Pharmaceutical Co., Ltd		-			-			22.5	%		-
Qufu Longheng Materials Co., Ltd		34.9	%		-			12.0	%		-
Jiuquan Jiale Biotech Co., Ltd		-			20.0	%		-			23.0	%
Qingdao Runhao Stevia Technology Co., Ltd		-			13.0	%		-			-
Linyuan City Chengde Stevia Leaves Planting Cooperative		-						-			17.0	%
Total		73.0	%		33.0	%		85.9	%		40.0	%

(iii) Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash and trade accounts receivable. We place our cash with high credit quality financial institutions in the United States and the PRC. At January 31, 2013, we had $66,729 on deposit in the PRC, where there is no equivalent of federal deposit insurance as in the United States. As a result, cash held in PRC financial institutions is not insured. We have not experienced any losses in such accounts through January 31, 2013.

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

The following discussion should be read in conjunction with the information contained in the preceding unaudited consolidated financial statements and footnotes and our Annual Report on Form 10-K for fiscal year ended April 30, 2012.

OVERVIEW

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

During fiscal 2013 and 2012 our operations were organized in two operating segments related to our product lines:

	-		Stevioside, and
	-		Chinese Medicine.

Fiscal 2013 Developments

On July 1, 2012, Qufu Shengwang entered the Cooperation Agreement with Hegeng (Beijing) Organic Farm Technology Co, Ltd. (“Hegeng”), a Chinese manufacturer and distributor of bio-fertilizers and pesticides, to jointly develop the bio-bacterial fertilizers based on the residues from our stevia extraction. Under the Cooperation Agreement, Hegeng provides strain and formula that we apply to the stevia residues to produce bio-bacterial fertilizers in the current facility of Qufu Shengwang. The bio-bacterial fertilizers will be distributed under Qufu Shengwang’s name. No additional investment in the facility would be required. During the third quarter of fiscal 2013, we decided to suspend the cooperation agreement with our cooperation partner Hegeng because the revenues were minimal and the reaction to the products was lower than anticipated in the fertilizer market. We plan to use our assets to produce manufacture a variety of traditional Chinese medicine formula extracts. We expect to start production in fiscal 2014.

On August 20, 2012, we entered into a worldwide stevia distribution agreement with WILD Procurement which is an affiliate of WILD Flavors. Under the terms of the agreement, WILD Procurement was granted the non-exclusive worldwide right as a distributor to market and resell all stevia products manufactured by Sunwin and use of all trademarks. During the three and nine months ended January 31, 2013, the Company sold to Wild Flavors approximately 5 metric tons (MT) of Stevia product resulting in revenues of approximately $0.4 million.

In December 2012, Qufu Shengren completed the construction of a new stevia extraction line in the same location of its current stevioside manufacturing facility. This line facility will apply a new stevia extraction technology to produce both high and low grade stevioside. The completion of this high tech expansion of its production facilities brings us total bulk stevia production capacity to 1,300 metric tons including 500 metric tons of steviosin which is a stevioside extract used in the pharmaceutical industry. The total cost of this new line was approximately $4.7 million which had been funded from generated revenues and our working capital. We have begun trial production of our new line and anticipate our additional production capabilities will be fully operational in the third quarter of calendar 2013.

Stevioside Segment

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

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

OnlySweet™ is an all natural, zero calorie, dietary supplement comprised of three natural ingredients, including stevioside.

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

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Chinese Medicine Segment

In our Chinese Medicine segment, we manufacture and sell approximately 354 different extracts, including traditional Chinese medicine extracts and purified extracts, which may include active parts and monomer compounds such as soy isofavone.

While this segment is currently operating at full capacity, we do not expect significant growth potential from this segment in the near future. Accordingly, we continue to evaluate alternatives to the potential disposition of the Chinese Medicine segment with the view of further streamlining our product offerings and focusing our business on producing and selling high-quality stevia products. The exit strategy we are contemplating for the Chinese Medicine segment is also been influenced by our concerns regarding the continued stagnation in revenue growth and profitability of this segment in the near future. The competition in Chinese Medicine market has strengthened over the past year. In addition, the Chinese government continues to issue more regulations covering the supply of Chinese herbal raw materials and has increased the regulatory manufacturing standards on this segment.

OUR PERFORMANCE

Three months ended January 31, 2013 compared to same period in 2012

Our total revenues in the third quarter of fiscal 2013 decreased by 33.1%, from the same period in fiscal 2012, while our gross margin increased to 20.2% from 16.9% over the same period in fiscal 2012. Stevioside revenues, which comprised 43.6% and 72.4% of our revenues for the third quarter of fiscal 2013 and fiscal 2012, respectively, decreased by 59.7%, while revenues in our Chinese Medicine segment increased by 36.9%. Within our Stevioside segment, revenues from sales to third parties decreased by 52.1% in the third quarter of fiscal 2013 from the same period in fiscal 2012, while revenues from sales to related parties decreased by 75.4% from the comparable period in fiscal 2012. We did not have any sales to related parties in our Chinese medicine segment in either period.

Our operating expenses in the third quarter of fiscal 2013 decreased by 32.0% from the comparable period in 2012. Our net loss for the third quarter of fiscal 2013 was $0.8 million, as compared to $1.3 million for the same period in fiscal 2012.

The overall decrease in Stevioside revenues for the third quarter of fiscal 2013 of 60% was primarily due to sales return of $0.3 million. Furthermore, the strong price competition and higher cost for lower grade ingredients also caused the revenue decrease in our Stevioside segment. In addition, the demand growth for our intermediate and higher grade stevia products continue to be slower than anticipated in international markets, especially in the U.S., where the adoption rate for stevia in the food and beverage has been slower than expected, and in the EU, where full approval of stevia did not take place until the fourth quarter of calendar 2011. We produced 34.3 metric tons of Stevioside for the third quarter of fiscal 2013 as compared to 73.8 metric tons in the same period of fiscal 2012.

During the third quarter of fiscal 2013, the higher sales revenue in our Chinese medicine segment was primarily due to less competition in the market because some veterinary medicine companies were withdraw from the market due to the strengthening of government supervision for cultivation business.

Nine months ended January 31, 2013 compared to same period in 2012

Our total revenues in the first nine months of fiscal 2013 decreased by 18.1%, compared with the same period in fiscal 2012, while our gross margin increased to 19.0% from 16.6% over the same period in fiscal 2012. Our operating expenses during the first nine months of fiscal 2013 decreased by 1.7% compared with the same period in fiscal 2012. Our net loss for the first nine months of fiscal 2013 was $3.1 million, compared to a loss of $3.0 million for the same period in fiscal 2012. Stevioside revenues, which comprised 67.7% and 74.1 % of our revenues for the first nine months of fiscal 2013 and fiscal 2012, respectively, decreased by $1.7 million, or 25.2%, while Chinese Medicine revenues increased by $0.1 million, or 2.2%.

Our operating performance in the first nine months of fiscal 2013 was driven by the sales return of $0.3 million for lower grades stevia products in our Stevioside segment. In addition, the demand growth for our intermediate and higher grade stevia products was slower than anticipated in international markets, especially the North America market, was behind expectations as the demand is relatively smaller than the supply. We also continue to experience significant downward pressure on pricing for some of our products as some of our smaller competitors have been required to liquidate their inventory while under financial distress. We produced 168.0 metric tons of Stevioside for the first nine months of fiscal 2013 as compared to 266.3 metric tons during the same period in fiscal 2012

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While we have broadened our stevia product offerings to include a number of higher quality stevia grades needed in new product formulations we are developing in collaboration with WILD Flavors and Domino Sugar to introduce to the U.S. and European food and beverage industry, the demand for higher grade stevia products has yet to materialize to the degree we had anticipated, and thus our sales volume in higher grade stevia products has remained low for the first nine months of fiscal 2013. Furthermore, we continue to encounter strong competition from smaller Chinese vendors who supplied cheaper and lower grade ingredients and stevioside extracts for export to Southeast Asia. During the first nine months of fiscal 2013, the increase in sales revenues in our Chinese medicine was due primarily to less competition in the market because some veterinary medicine companies were withdraw from the market due to the strengthening of government supervision for cultivation business.

RESULTS OF OPERATIONS

The following table summarizes our results from operations for the three month periods ended January 31, 2013 and 2012:

January 31, 2013
		Chinese Medicine				Stevioside					Corporate and other			Consolidated

Total revenues	$	1,111,530	100.0	%	$	858,961		100.0	%	$	-			1,970,491		100.0	%
Cost of revenues		957,389	86.1	%		615,372		71.6	%		-			1,572,761		79.8	%
Gross profit		154,141	13.9	%		243,589		28.4	%		-			397,730		20.2	%

Total operating expenses		16,631	1.5	%		1,030,099		119.9	%		161,718			1,208,448		61.3	%
Other income (expenses)		115	0.0	%		(19,682)		-2.3	%		-			(19,567	)	-1.0	%

Income (loss) before taxes and noncontrolling interest	$	137,625	12.4	%	$	(806,192	)	-93.9	%	$	(161,718	)	$	(830,285	)	-42.1	%

January 31, 2012
	Chinese Medicine					Stevioside					Corporate and 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 operating expenses		691,143		85.1	%		872,060		40.9	%		214,683			1,777,886		60.4	%
Other income		7,535		0.9	%		8,834		0.4	%		2,612			18,981		0.6	%

Income (loss) before taxes and noncontrolling interest	$	(602,387	)	-74.2	%	$	(446,579	)	-20.9	%	$	(212,071	)	$	(1,261,037	)	-42.8	%

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The following table summarizes our results from operations for the nine month periods ended January 31, 2013 and 2012:

January 31, 2013
		Chinese Medicine				Stevioside					Corporate and other			Consolidated

Total revenues	$	2,475,830	100.0	%	$	5,191,972		100.0	%	$	-		$	7,667,802		100.0	%
Cost of revenues		2,003,326	80.9	%		4,209,260		81.1	%		-			6,212,586		81.0	%
Gross profit		472,504	19.1	%		982,712		18.9	%		-			1,455,216		19.0	%

Total operating expenses		323,736	13.1	%		2,468,620		47.6	%		1,720,433			4,512,789		58.9	%
Other income		234	0.0	%		(9,335	)	-0.2	%		1,718			(7,383	)	-0.1	%

Income (loss) before taxes and noncontrolling interest	$	149,002	6.0	%	$	(1,495,243	)	-28.8	%	$	(1,718,715	)	$	(3,064,956	)	-40.0	%

January 31, 2012
	Chinese Medicine					Stevioside					Corporate and other			Consolidated
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	%		1,339,319		19.2	%		-			1,552,860		16.6	%

Total operating expenses		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	%

Loss before taxes and noncontrolling interest	$	(988,313	)	-40.8	%	$	(1,391,962	)	-20.1	%	$	(661,475	)	$	(3,041,750	)	-32.5	%

Cost of Revenues and Gross Margin

Cost of revenues in the third quarter of fiscal 2013 decreased by 35.7% as compared to the same period in fiscal 2012. Gross margin on Stevioside segment increased during the third quarter of fiscal 2013 to 28.4%, compared to 19.5% for the same period in fiscal 2012. The Chinese medicine gross margin increased to 13.9% in the third quarter of fiscal 2013, compared to 10.0% for the same period in fiscal 2012, primarily due to 4% decrease in cost of revenues. As a result, consolidated gross margin for the third quarter of fiscal 2013 increased to 20.2%, compared to 16.9% for the same period in fiscal 2012.

Cost of revenues for the first nine months of fiscal 2013 decreased by 20.4% compared to the same period in fiscal 2012. Gross margin on Stevioside segment for the first nine months of fiscal 2013 was 18.9%, as compared to 19.2% for the same period in fiscal 2012. The lower gross margins for Stevioside was due primarily to lower sales volume in lower grade stevia and increased competition in both the domestic and international markets which resulted in having to charge lower prices for our products to remain competitive. Gross margin on Chinese medicine was 19.1% in the first nine months fiscal 2013, compared to 9.1% for the same period in fiscal 2012. The higher gross margin for Chinese Medicines was due primarily to lower costs during the period. Since we purchase our raw materials on the spot market, we are unable to predict with any degree of certainty our raw material costs and their impact on gross margins in future periods. Our consolidated gross margin for the first nine months of fiscal 2013 was 19.0%, compared to 16.6% for the same period in fiscal 2012.

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Total Operating Expenses

Total operating expenses for the third quarter of fiscal 2013 decreased by 32.0% from the comparable period in 2012. The decrease of $0.6 million in general and administrative expenses was primarily due to $0.8 million reduction in cash compensation paid to administrative management and certain of our employees, offset by an increase of $0.2 million in loss on disposition of equipment. Selling expenses as a percentage of revenues was 13.3% in the second quarter of fiscal 2013 as compared to 7.8% in the third quarter of 2012.

Total operating expenses decreased by 1.7%, in the first nine months of fiscal 2013 compared to the same period in fiscal 2012. The decrease of $0.1 million in general and administrative expenses was primarily due to the bad debt recovery of $0.3 million offset by an increase of $0.2 million in loss on disposition of equipment.

Net Loss

Net loss in the third quarter of fiscal 2013 was $0.8 million, compared to $1.3 million in the same period in fiscal 2012. The decrease in net loss was primarily due to lower general and administrative expenses.

Net loss in the first nine months of fiscal 2013 was $3.1 million, compared to $3.0 million for the same period in fiscal 2012

Our Outlook

We believe that there are significant opportunities for worldwide growth in our Stevioside segment, primarily in the U.S. and EU. For fiscal 2013 and beyond, we will continue to focus on our core business of producing and selling stevioside series products.

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 increased the use of steviosides;
-	Southeast and South Asia have renewed and increased their interest in stevia, particularly high grade stevia.
-	We were notified in November of 2011 that our stevia extracts production process has been certified organic under standards established by the USDA National Organic Program and European Commission (EC) 834/2007 and EC 889/2008 which will further expand the use of our organic stevia products in the food and beverage industry market in the US and Europe;
-	The marketing strategy to differentiate ourselves as a producer of higher quality stevia grades and product formulations through these collaboration efforts has begun to lead to growth in stevia sales volume; and
-	In December 2012 we completed the construction of our new stevia extraction line with trial production underway. This new line will add additional 1,300 metric tons to our current annual production capacity.

Meanwhile, we are also facing challenges in competitive pricing and raw materials for fiscal 2013 and 2014. During fiscal 2013, the market prices of stevioside series were impacted by strong price competition among Chinese manufacturers. We expect the price pressure to continue in fiscal 2013 and into fiscal 2014. We anticipate the price of stevia leaves, the raw material used to produce our stevioside series products to increase in the coming harvest fall season for calendar year 2013.

LIQUIDITY AND CAPITAL RESOURCES

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

At January 31, 2013 and April 30, 2012, we had working capital of $6.0 million and $8.7 million, respectively. Our cash balance at January 31, 2013 was $0.1 million, as compared to cash of $3.0 million at April 30, 2012. The approximate 98% decline in our cash at January 31, 2013 from April 30, 2012 is primarily attributable to funds advanced to a related party as described below and the payment of a land use rights deposit paid in the third quarter of fiscal 2013. During the third quarter of fiscal 2013, Qufu Shengwang paid Qufu Public Auction Center (the “Center”), a government agency, $591,495 as deposit for the update of Qufu Shengwang’s land use rights related to Qufu Shengwang’s facility which expire in 2054. The deposit was required by the Center to perform an appraisal of the land use right and to update to the land use right certificate to comply with updated laws and regulations. According to the Center, the deposit will be refunded by the end of June 2013.

- 22 -

Our commitments for capital expenditures in fiscal 2013 are estimated at $0.5 million for last installment on apartment complex unit, which is expected to be sold during fiscal 2013. We expect to satisfy these obligations from our working capital. Our working capital is not sufficient to fund our expenses and satisfy our obligations for the next twelve months. In the next twelve months, we have following plans to obtain sufficient working capital from:

·	existing cash and cash equivalents and internally generated funds,

·	collection of the amounts due from Pharmaceutical Corporation of $0.8 million,the receipt of advances from related parties,

·	collection of the deposit for the update of Qufu Shengwang’s Land use right from the Center.

If we are unable to collect these amounts or the deposit is not refunded in full, our ability to continue as a going concern could be in jeopardy. In that event, you could lose your entire investment in our company.

Accounts receivable, net of allowance for doubtful accounts, excluding accounts receivable from related parties, decreased by less than $0.8 million during the third quarter of fiscal 2013. The days’ sales outstanding in accounts receivable increased to 88 days as of January 31, 2013, as compared to 63 days as of April 30, 2012.

At January 31, 2013, loan receivable amounted to $0.1 million, which represented a decrease of $1.9 million from April 30, 2012 and reflect the repayment of amounts we had advanced to Shandong Anda in December 2011. At January 31, 2013, we are owed $42,087 by China Direct, Inc., an affiliate of CDI, our corporate management services provider, related to a loan made in fiscal 2011. This amount, which is comprised of $22,821 in principal and $19,266 in accrued interest, is due on demand.

At January 31, 2013, inventories, net of reserve for obsolescence, amounted to $5.3 million, as compared to $4.3 million as of April 30, 2012. The increase was primarily due to purchases of raw materials for stevia products in anticipation of future demand.

Our accounts payable and accrued expenses increased to $3.8 million at January 31, 2013 from $4.1 million at April 30, 2012. This balance, as well as that of V.A.T. taxes payable, is subject to timing of payments for purchases related to raw material purchases made in the ordinary course of business.

Related Party Transactions

Historically we have entered into a number of related party transactions with Pharmaceutical Corporation and other entities controlled by our Chairman, which are in addition to sales made to a company also controlled by him. During the second quarter of fiscal 2013, we advanced $783,507 to Pharmaceutical Corporation for working capital purposes. The advance bears no interest, is not secured and is due on demand. Pharmaceutical Corporation agreed to repay the advance by March 31, 2013. In addition, during the third quarter of fiscal 2013, we borrowed $432,543 from Pharmaceutical Corporation for working capital purpose. The loan bears no interest, is unsecured and due on demand. Lastly, during the nine month ended January 31, 2013, we paid Pharmaceutical Corporation $417,036 for management compensation. As these transactions, and the amount of the management fee, were not negotiated on an arms-length basis, there are no assurances that these transactions are as fair to us as we might negotiate with a third party. As described elsewhere herein, at January 31, 2013 we owe Pharmaceutical Corporation an aggregate of $517,814, which includes $432,543 for a working capital and $85,271 in management fees. At January 31, 2013, Pharmaceutical Corporation owes our company $807,162 for working capital advances. As a result of internal PRC practices, we have not offset the amounts we owe Pharmaceutical Corporation against the amounts due it by our company. It is possible that these working capital advances by us to Pharmaceutical could be deemed to be in violation of Section 402 of the Sarbanes-Oxley Act of 2002, however, we have not made a determination as of the date hereof if the advances resulted in a violation of that provision. We expect that the working capital advance made by us to Pharmaceutical Corporation will be repaid. If, however, the amount is not repaid and/or it was determined that these advances violated the prohibitions of Section 402 from making loans to executive officers or directors, the Company could be subject to investigation and/or litigation that could involve significant time and costs and may not be resolved favorably. The Company is unable to predict the extent of its ultimate liability with respect to these transactions. The costs and other effects of any future litigation, government investigations, legal and administrative cases and proceedings, settlements, judgments and investigations, claims and changes in this matter could have a material adverse effect on the Company’s financial condition and operating results.

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Cash Flows Analysis

NET CASH FLOW USED IN OPERATING ACTIVITIES:

Net cash used in operating activities was $2.5 million during the first nine months of fiscal 2013, as compared to $8.9 million during the same period in fiscal 2012. The decrease resulting from cash used in operating activities was due primarily to a $1 million increase in accounts receivable and notes receivable due to cash collection during the quarter coupled with an $0.8 million increase in non-cash stock compensation expense paid to employees in the third quarter of 2013.

Net cash used in operating activities was $8.9 million during the first nine months of fiscal 2012, as compared to net cash used in operating activities of $0.3 million during the first nine months of fiscal 2011. The increase resulting from cash used in operating activities was due primarily to $2.1 million increase in prepaid expenses and other current assets related to advance payments for stevia raw 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 the acquired land, and advanced $3.1 million to a stevia supplier in a short-term loan to secure a supply of stevia leaves for our production in 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 $0.8 million during the first nine months of fiscal 2013, as compared to $1.6 million for the same period in fiscal 2012. The decrease was primarily due to $2.7 million in capital expenditures for property and equipment offset by $1.9 million in loan proceeds.

Net cash used in investing activities amounted to $1.6 million during the first nine months of fiscal 2012, as compared to $0.5 million 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 expenditures for property and equipment during fiscal 2012.

NET CASH FLOW USED IN FINANCING ACTIVITIES:

Net cash provided by financing activities amounted to $0.4 million during the third quarter of fiscal 2013, which represented advance from related party which is offset by repayment of related party advances.

Net cash provided by financing activities amounted to $0.1 million during the first nine months of fiscal 2012, which represented advances from related party, as compared to $0.1 million from proceeds from the exercise of common stock purchase warrants 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 of RMB at financial institutions located in the PRC, where there is no equivalent of federal deposit insurance as in the United States. As a result, cash accounts at financial institutions in the PRC are not insured. We have not experienced any losses in such accounts as of January 31, 2013.

In 1996, the Chinese government introduced regulations which relaxed restrictions on the conversion of the RMB; however restrictions still remain, including but not limited to restrictions on foreign invested entities. Foreign invested entities may only buy, sell or 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 government approval. Chinese entities are required to establish and maintain separate foreign exchange accounts for capital account items. We cannot be certain Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB, especially with respect to foreign exchange transactions.

Accordingly, cash on deposit in banks in the PRC is not readily deployable by us for purposes outside of the PRC. Our cash position by geographic area is as follows:

	January 31, 2013		April 30, 2012
		(Unaudited)
China	$	66,729	$	2,938,981
United States		1,565		19,914
Total	$	68,294	$	2,958,895

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Off Balance Sheet Arrangements

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, 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 with us.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with U.S. GAAP.

CRITICAL ACCOUNTING POLICIES

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

Estimates

Significant estimates for the periods reported include the allowance for doubtful accounts which is based on an evaluation of our outstanding accounts receivable including the age of amounts due, the financial condition of our specific customers and historical bad debt experience. This evaluation methodology has proven to provide a reasonable estimate of bad debt expense in the past and we intend to 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 our derivative liability related to common stock purchase warrants. We also rely on assumptions and estimates to calculate our reserve for obsolete inventory and the depreciation of property, plant and equipment. We make assumptions of expiration of our products held as inventory based on historical experience and if applicable, regulatory recommendation. We also group property plant and equipment into 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 and estimates employed in these areas are material to our reported financial conditions and results of operations. These assumptions and estimates have been materially accurate in the past and are not expected to materially change in the future. Actual results could differ from these estimates.

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Revenue recognition

We follow the guidance of ASC 605, "Revenue Recognition,” and the Securities and Exchange Commission's Staff Accounting Bulletin (“SAB”) No. 104 and SAB Topic 13 for revenue recognition. In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, 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 in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, 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 Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief 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 disclosure controls and procedures as of January 31, 2013.

Based on this evaluation our management concluded that our disclosure controls and procedures were effective as of January 31, 2013 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 accumulated and communicated to our management, including our CEO, to allow timely decisions regarding required disclosure.

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 our controls performed during the quarter ended January 31, 2013 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 2012 Annual Report on Form 10-K. There has been no material change in our risk factors from those previously discussed in the fiscal 2012 Annual Report on Form 10-K.

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

On September 14, 2012 we entered into a consulting agreement with Dore Scott Perler to perform consulting services from August 1, 2012 to July 31, 2013. According to the terms of the agreement, we agreed to pay Mr. Perler a consulting fee of 90,000 shares of our common stock each quarter. On September 27, 2012, we issued 180,000 shares of our common stock at $0.135 per share to Mr. Perler for July 2012 to December 2012 consulting services. On January 8, 2013, we issued 180,000 shares of our common stock at $0.24 per share to Mr. Perler for January 2013 to June 2013 consulting services. The recipient is an accredited or otherwise sophisticated investor who had access to business and financial information on the Company. The issuance was exempt from registration under the Securities Act of 1933 (the “Securities Act”) in reliance on an exemption provided by Section 4(2) of that act. The terms of this Consulting Agreement are qualified in their entirety by reference to the agreement which is filed as Exhibit 10.33 to this report.

On May 1, 2012 we entered into a consulting agreement with CDI to perform consulting services for fiscal 2013 and agreed to a consulting fee of 2,500,000 shares of our common stock which includes the reimbursement of $92,541 paid by CDI to WILD Flavors on our behalf in connection with our purchase of the minority interest of Sunwin USA. On August 21, 2012, we issued 2,000,000 shares to China Direct Investments with a total value of $520,000. On January 8, 2013, we issued 500,000 shares to China Direct Investments with a total value of $120,000. The recipient is an accredited investor. The issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that act. The terms of this Consulting Agreement are qualified in their entirety by reference to the agreement which is filed as Exhibit 10.32 to this report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURE.

None

ITEM 5. OTHER INFORMATION.

During the second quarter of fiscal 2013, we advanced $783,507 to Pharmaceutical Corporation for working capital purpose. Pharmaceutical Corporation agreed to return the advance in the third quarter of fiscal 2013. We expect to be repaid by March 31, 2013.

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ITEM 6. EXHIBITS

Exhibit No.			Description of Exhibit
	2.1		Agreement and Plan of Merger dated March 28, 2012 between Sunwin International Neutraceuticals, Inc. and Sunwin Stevia International, Inc. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K as filed on April 20, 2012).
	3.1		Articles of Incorporation (Incorporated by reference to the Annual Report on Form 10-KSB for the fiscal year ended April 30, 2000).
	3.2		Certificate of Amendment to Articles of Incorporation (Incorporated by reference to the Form 8-K/A as filed on July 30, 2004).
	3.3		By-Laws (Incorporated by reference to the Annual Report on Form 10-KSB for the fiscal year ended April 30, 2000).
	3.4		Articles of Merger as filed with the Secretary of State of Nevada on March 29, 2012 (Incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K as filed on April 20, 2012).
	4.1		Form of $0.65 common stock purchase warrant (Incorporated by reference to the Report on Form 8-K as filed on March 23, 2007).
	4.2		Common Stock Purchase Warrant between Sunwin International Neutraceuticals, Inc. and WILD Flavors, Inc. dated February 5, 2009 (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K as filed on February 11, 2009).
	4.3		Stockholders Agreement dated February 5, 2009 Sunwin International Neutraceuticals, Inc., Laiwang Zhang, Dongdong Lin, Xingyuan Li, Junzhen Zhang, Xiangsheng Kong, Weidong Chai, Laiwang Zhang, Fanjun Wu and Wild Flavors, Inc. (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K as filed on February 11, 2009).
	4.4		2012 Equity Compensation Plan (Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K as filed on August 24, 2012).
	10.1		Share Exchange Agreement dated April 30, 2004 between Network USA, Inc. and the stockholders of Sunwin Tech Group, Inc. (Incorporated by reference to the Report on Form 8-K as filed with on May 12, 2004).
	10.2		Stock Purchase Agreement between Sunwin Tech Group, Inc., Qufu Natural Green Engineering Company, Limited and Shandong Shengwang Pharmaceutical Group Corporation (Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended April 30, 2004).
	10.3	+	2005 Equity Compensation Plan (Incorporated by reference to the Report on Form 8-K as filed on April 28, 2005).
	10.4		Lease agreement dated October 1, 2002 between Shandong Shengwang Pharmaceutical Corporation and Qufu Natural Green Engineering Co., Ltd. (Incorporated by reference to the Annual Report on Form 10-KSB/A for the fiscal year ended April 30, 2005).
	10.5		Lease agreement dated October 6, 2002 between Qufu LuCheng Chiya Resident Commitment and Qufu Natural Green Engineering Co., Ltd. (Incorporated by reference to the Annual Report on Form 10-KSB/A for the fiscal year ended April 30, 2005).
	10.6		Lease agreement dated April 1, 2004 between Qufu ShengDa Industry Co., Ltd. and Qufu Natural Green Engineering Co., Ltd.( Incorporated by reference to the Annual Report on Form 10-KSB/A for the fiscal year ended April 30, 2005).
	10.7		Stock Purchase Agreement dated February 7, 2006 between Sunwin International Neutraceuticals, Inc., Qufu Natural Green Engineering Company and Shandong Shengwang Pharmaceutical Group Corporation (Incorporated by reference to the Quarterly Report on Form 10-QSB for the period ended January 31, 2006).
	10.8	+	2006 Equity Compensation Plan (Incorporated by reference to the Quarterly Report on Form 10-QSB for the period ended January 31, 2006).
	10.9		Consulting Agreement between China Direct Investments, Inc. and Sunwin International Neutraceuticals, Inc. dated April 22, 2011 (Incorporated by reference to the Exhibit 10.21 to the Quarterly Report on Form 10-Q for the period ended July 31, 2011).
	10.10		Acquisition Agreement by and among Qufu Natural Green Engineering Co., Ltd. and Qufu Shengwang Stevia Biology and Science Co., Ltd. and Shandong Shengwang Group, Co., Ltd. dated June 30, 2008 (Incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K as filed on July 7, 2008).
	10.11		Stock Sale And Purchase Agreement between Sunwin International Neutraceuticals, Inc. and Shandong Shengwang Group Co., Ltd. (Incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K as filed on July 7, 2008).
	10.12		Amendment to the June 30, 2008 Acquisition Agreement by and among Qufu Natural Green Engineering Co., Ltd. and Qufu Shengwang Stevia Biology and Science Co., Ltd. and Shandong Shengwang Group Co., Ltd. dated September 2, 2008. (Incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K as filed on September 8, 2008).

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	10.13		Amendment to the June 30, 2008 Stock Sale and Purchase Agreement between Sunwin International Neutraceuticals, Inc. and Shandong Shengwang Group Co., Ltd. dated September 2, 2008 (Incorporated by reference Exhibit 10.16 to the Current Report on Form 8-K as filed on September 8, 2008).
	10.14		November 18, 2008 Second Amendment to Acquisition Agreement by and among Qufu Natural Green Engineering Co., Ltd. and Qufu Shengwang Stevia Biology and Science Co., Ltd. and Shandong Shengwang Group, Co., Ltd. dated as of June 30, 2008 (Incorporated by reference Exhibit 10.19 to the Current Report on Form 8-K as filed on November 26, 2008).
	10.15		November 18, 2008 Second Amendment to Stock Sale And Purchase Agreement between Sunwin International Neutraceuticals, Inc. and Shandong Shengwang Group Co., Ltd. dated as of June 30, 2008 (Incorporated by reference Exhibit 10.20 to the Current Report on Form 8-K as filed on November 26, 2008).
	10.16		Securities Purchase Agreement between Sunwin International Neutraceuticals, Inc. and WILD Flavors, Inc. dated February 5, 2009 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed on February 11, 2009).
	10.17		Form of Operating Agreement between Sunwin International Neutraceuticals, Inc. and WILD Flavors, Inc. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed on February 11, 2009).
	10.18		Distributorship Agreement dated February 5, 2009 among Sunwin International Neutraceuticals, Inc., Sunwin Stevia International Corp. and WILD Flavors, Inc. (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed on February 11, 2009).
	10.19		Consulting and Management Agreement between Sunwin International Neutraceuticals, Inc. and China Direct Investments, Inc. dated as of April 29, 2009. (Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K filed on July 29, 2009).
	10.20		Stock Sale and Purchase Agreement dated June 29, 2010 among Qufu Natural Green Engineering, Shengya Veterinary Medicine Co., Ltd., and Mr. Laiwang Zhang (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 7, 2010).
	10.21		Stock Transfer Agreement between Korea Stevia Co, Ltd. and Qufu Shengwang Stevia Biology and Science Co., Ltd. dated September 30, 2011 (Incorporated by reference to Exhibit 10.22 to the Quarterly Report on Form 10-Q for the period ended October 31, 2011).
	10.22		Commercial Housing Purchase and Sale Contract between Qufu Jinxuan Real Estate Development Co., Ltd. and Qufu Natural Green Engineering Co., Ltd. dated August 25, 2011 (Incorporated by reference to Exhibit 10.23 to the Quarterly Report on Form 10-Q for the period ended October 31, 2011).
	10.23		Loan Agreement dated November 18, 2011 by and between Qufu Natural Green Engineering Co., Ltd. and Shandong Shengwang Pharmaceutical Co., Ltd. (Incorporated by reference to Exhibit 10.24 to the Quarterly Report on Form 10-Q for the period ended January 31, 2012).
	10.24		Supplier Agreement dated December 2, 2012 by and between Sunwin International Neutraceuticals, Inc. and Domino Foods, Inc. (Incorporated by reference to Exhibit 10.25 to the Quarterly Report on Form 10-Q for the period ended January 31, 2012).
	10.25		Loan Agreement dated December 16, 2011 by and between Qufu Natural Green Engineering Co., Ltd. and Shandong Anda Bio-Tech Co., Ltd. (Incorporated by reference to Exhibit 10.26 to the Quarterly Report on Form 10-Q for the period ended January 31, 2012).
	10.26		Confirmation of Amendment to Loan Agreement with Shandong Shengwang Pharmaceutical Co., Ltd. (Incorporated by reference to Exhibit 10.27 to the Quarterly Report on Form 10-Q for the period ended January 31, 2012).
	10.27		Loan agreement dated December 22, 2010 between Sunwin International Neutraceuticals, Inc. and CDI China, Inc.
	10.28		Cooperation Agreement dated July 1, 2012 by and between Hegeng (Beijing) Organic Farm Technology Co., Ltd. and Qufu Shengwang Stevia Biology and Science Co. Ltd. (Incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the year ended April 30, 2012).
	10.29		Exchange Agreement dated August 8, 2012 by and between WILD Flavors, Inc. and Sunwin Stevia International, Inc. (Incorporated by reference to Exhibit 10.29 to the Current Report on Form 8-K as filed on August 24, 2012).
	10.30		Amendment to Operating Agreement dated August 8, 2012 by and between WILD Flavors, Inc. and Sunwin Stevia International, Inc. (Incorporated by reference to Exhibit 10.30 to the Current Report on Form 8-K as filed on August 24, 2012).
	10.31		Termination of Distribution Agreement dated August 8, 2012 by and between WILD Flavors, Inc., Sunwin Stevia International, Inc. and Sunwin USA, LLC (Incorporated by reference to Exhibit 10.31 to the Current Report on Form 8-K as filed on August 24, 2012).
	10.32		Fiscal Year 2013 Consulting Agreement (English Translation) dated May 2, 2012 between Sunwin Stevia International, Inc. and China Direct Investments, Inc.
	10.33		Consulting Agreement dated September 14, 2012 between Sunwin Stevia International, Inc., and Dore Perler.

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	14.1	Code of Ethics (Incorporated by reference to Exhibit 14 to the Registration Statement on Form SB-2 as filed on May 27, 2005).
	21.1	Subsidiaries of the registrant. (Incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K for the year ended April 30, 2012).
	31.1	Section 302 Certificate of the Chief Executive Officer.*
	31.2	Section 302 Certificate of Chief Financial Officer.*
	32.1	Section 906 Certificate of Chief Executive Officer and Chief Financial Officer.*
101.INS		XBRL INSTANCE DOCUMENT**
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA**
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE**
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE**
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE**
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE**

+ Management contract or compensatory plan or arrangement.

* - Filed herewith.

** - In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this Quarterly Report on Form 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 behalf by the undersigned thereunto duly authorized.

	SUNWIN STEVIA INTERNATIONAL, INC.


Dated: March 22, 2013	By: /s/ Dongdong Lin
	Dongdong Lin,
	Chief Executive Officer


Dated: March 22, 2013	By: /s/ Fanjun Wu
	Fanjun Wu,
	Chief Financial Officer

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