SUNWIN STEVIA INTERNATIONAL, INC. - Quarter Report: 2015 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 period ended January 31, 2015

[ ]	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 15, 2015, 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, 2015

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	17

Item 3. Quantitative and Qualitative Disclosures About Market Risk	24

Item 4. Controls and Procedures	24

PART II-OTHER INFORMATION
Item 1. Legal Proceedings	25

Item 1A. Risk Factors	25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3. Defaults Upon Senior Securities	25

Item 4. Mine Safety Disclosures	25

Item 5. Other Information	25

Item 6. Exhibits	25

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

This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to 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, 2014, as amended, as filed with the Securities and Exchange Commission:


	-		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, 2014 is referred to as “fiscal 2014” and the year ending April 30, 2015 is referred to as “fiscal 2015.” Also, the three month period ending January 31, 2015 is our third quarter and is referred to as the “third quarter of fiscal 2015”. Likewise, the three month period ending January 31, 2014 is referred to as the “third quarter of fiscal 2014”.

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, 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.

The information which appears on our website at www.sunwininternational.com is not part of this report.

iii

PART I - FINANCIAL INFORMATION

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	January 31,			April 30,
	2015			2014
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	392,848		$	1,195,563
Accounts receivable, net of allowance for doubtful accounts of $1,184,234 and $1,143,550, respectively		1,153,887			2,012,036
Accounts receivable - related party		1,654,736			953,400
Inventories, net		4,957,384			3,253,365
Prepaid expenses and other current assets		2,212,489			1,192,649
Total Current Assets		10,371,344			8,607,013

Investment in real estate held for resale		1,966,094			1,963,891
Property and equipment, net		14,215,290			14,938,358
Intangible assets, net		840,034			1,083,915
Land use rights, net		2,211,785			2,252,275
Total Assets	$	29,604,547		$	28,845,452

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	5,025,268		$	3,545,377
Loan payable		812,704			811,794
Deferred grant income		483,294			631,395
Due to related party		844,103			355,181
Total Current Liabilities		7,165,369			5,343,747

Commitments

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 173,882,803 shares issued and outstanding as of January 31, 2015 and April 30, 2014, respectively		173,883			173,883
Additional paid-in capital		33,479,529			33,479,529
Accumulated deficit		(16,984,421	)		(15,895,527	)
Accumulated other comprehensive income		5,770,187			5,743,820
Total Stockholders' Equity		22,439,178			23,501,705
Total Liabilities and Stockholders' Equity	$	29,604,547		$	28,845,452

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

- 1 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)

	For the Three Months Ended January 31,						For the Nine Months Ended January 31,
	2015			2014			2015			2014
Revenues	$	3,448,377		$	2,394,691		$	9,372,169		$	6,201,563
Revenues - related party		1,323,158			833,657			3,263,205			2,567,648
Total revenues		4,771,535			3,228,348			12,635,374			8,769,211
Cost of revenues		3,694,021			2,549,994			10,146,815			7,344,223
Gross profit		1,077,514			678,354			2,488,559			1,424,988

Operating expenses:
Selling expenses		442,955			361,417			1,103,639			930,684
General and administrative expenses		980,056			818,861			2,487,827			2,621,703
Total operating expenses		1,423,011			1,180,278			3,591,466			3,552,387
Loss from operations		(345,497	)		(501,924	)		(1,102,907	)		(2,127,399	)

Other income (expenses):
Other income (expenses)		5,245			(8,283	)		(7,755	)		107,232
Grant income		138,299			379,626			327,838			379,626
Interest income		651			1,313			1,860			2,464
Interest expense - related party		(112,773	)		-			(149,462	)		-
Interest expense		(6,785	)		(36,794	)		(98,625	)		(71,195	)
Total other income (expenses)		24,637			335,862			73,856			418,127
Loss before income taxes		(320,860	)		(166,062	)		(1,029,051	)		(1,709,272	)
Income taxes expense		3,285			-			59,843			174
Net loss	$	(324,145	)	$	(166,062	)	$	(1,088,894	)	$	(1,709,446	)

Comprehensive loss:
Net loss	$	(324,145	)	$	(166,062	)	$	(1,088,894	)	$	(1,709,446	)
Foreign currency translation adjustment		(72,385	)		30,286			26,367			447,765
Total comprehensive loss	$	(396,530	)	$	(135,776	)	$	(1,062,527	)	$	(1,261,681	)

Net loss per common share:
Net loss per share - basic and diluted	$	(0.002	)	$	(0.001	)	$	(0.006	)	$	(0.010	)
Weighted average common shares outstanding - basic and diluted		173,882,803			173,882,803			173,882,803			173,882,803

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

- 2 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudtied)

	For the Nine Months Ended January 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,088,894	)	$	(1,709,446	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation expense		1,447,318			1,346,728
Amortization of intangible assets		243,881			243,881
Amortization of land use right		43,080			43,090
Loss on disposition of property and equipment		2,198			-
Realized comprehensive loss		-			1,535
Allowance for doubtful accounts		39,430			115,101
Changes in operating assets and liabilities:
Accounts receivable		861,414			170,984
Accounts receivable - related party		(700,768	)		612,620
Inventories		(1,701,587	)		185,685
Prepaid expenses and other current assets		(1,059,053	)		(185,478	)
Accounts payable and accrued expenses		1,574,818			(391,893	)
Deferred grant income		(148,915	)		759,252
Taxes payable		(97,850	)		110,144
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(584,928	)		1,302,203

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(708,512	)		(273,794	)
Proceeds from loan receivable		-			43,614
NET CASH (USED IN) INVESTING ACTIVITIES		(708,512	)		(230,180	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of short-term loan		-			(813,484	)
Advances due to related party		587,114			-
(Repayment of) proceed from related party advances		(98,303	)		43,052
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		488,811			(770,432	)

EFFECT OF EXCHANGE RATE ON CASH		1,914			11,338
NET (DECREASE) INCREASE IN CASH		(802,715	)		312,929
Cash at the beginning of year		1,195,563			517,106
Cash at the end of period	$	392,848		$	830,035

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for income taxes	$	2,702		$	174
Cash paid for interest	$	220,448		$	-

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

- 3 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

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 Natural Green 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. 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 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 due to a lack of sales since 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 started production in last quarter of 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. Qufu Shengren produces and distributes steviosides with a full range of grades from rebaudioside-A 10 to 99.

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.

- 4 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

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 service 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 management 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.

- 5 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. The accompanying unaudited condensed 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 condensed consolidated interim financial statements should be read in conjunction with the financial statements and footnotes for the year ended April 30, 2014 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, 2015 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 unaudited condensed consolidated financial statements include the accounts of Sunwin and all our wholly-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 unaudited condensed consolidated financial statements, during the first nine months of fiscal year 2015, the Company had a net loss of $1,088,894 and net cash used in operations of $584,928. At January 31, 2015, we had working capital of $3.2 million, including cash of $392,848. We believe the Company has the ability to further implement its business plan, raise additional capital, generate more revenues, and collect receivables from the third party and related parties to increase the working capital. However, actual results could differ from our anticipation.

USE OF ESTIMATES

The preparation of unaudited condensed consolidated 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 unaudited condensed consolidated 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, 2015, we held $392,678 of our cash and cash equivalents with commercial banking institutions in the PRC, and $170 with banks in the United States. As of April 30, 2014, we held $1,194,668 of our cash and cash equivalents with commercial banking institution in PRC, and $895 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, 2015.

ACCOUNTS RECEIVABLE

Accounts receivable and other 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, 2015 and April 30, 2014, the allowance for doubtful accounts was $1,184,234 and $1,143,550, respectively.

- 6 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

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. An allowance is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the market value. These reserves are recorded based on estimates. At January 31, 2015 and April 30, 2014, the Company recorded a reserve for obsolete or slow-moving inventories of $601,533 and $635,644, respectively.

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.

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.

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

TAXES PAYABLE

We are required to charge for and to collect value added taxes (VAT) on our sales. We record VAT charged to our customers as VAT payable. In addition, we pay value added taxes on our primary purchases. We record VAT charged by our vendors as VAT receivable. These amounts are presented as net amounts for financial statement purposes. Taxes receivable at January 31, 2015 amounted to $31,582 and taxes payable at April 30, 2014 was $69,298, respectively, consisting primarily of VAT taxes.

REVENUE RECOGNITION

In general, we recognize 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.

GRANT INCOME

Grants received from PRC government agencies are recognized as deferred grant income and recognized in the consolidated statements of operations and comprehensive loss as and when they are earned for the specific research and development projects for which these grants are received.

- 7 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

INCOME TAXES

We account for income taxes using the liability method prescribed by ASC Topic 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

We file federal and state income tax returns in the United States for our corporate operations pursuant to the U.S. Internal Revenue Code of 1986, as amended, and file separate foreign tax returns for our Chinese subsidiaries pursuant to the China’s Unified Corporate Income Tax Law.

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, 2015, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

BASIC AND DILUTED EARNINGS PER SHARE

Pursuant to ASC Section 260-10-45, basic income (loss) per common share is computed by dividing income (loss) available 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. The following table presents a reconciliation of basic and diluted net income per common share:

	Three Months Ended January 31,					Nine Months Ended January 31,
	2015		2014			2015		2014
Net loss allocable to common shareholders for basic and diluted net loss per common share	$	(324,145)	$	(166,062	)	$	(1,088,894)	$	(1,709,446	)
Weighted average common shares outstanding - basic		173,882,803		173,882,803			173,882,803		173,882,803
Effect of dilutive securities:
Warrants		-		-			-		-
Weighted average common shares outstanding - diluted		173,882,803		173,882,803			173,882,803		173,882,803
Net loss per common share - basic	$	(0.002)	$	(0.001)		$	(0.006)	$	(0.010)
Net loss per common share - diluted	$	(0.002)	$	(0.001)		$	(0.006)	$	(0.010)

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.

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.

- 8 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

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 January 31, 2015	RMB 6.15 to $1.00
As of April 30, 2014	RMB 6.16 to $1.00

Nine months ended January 31, 2015	RMB 6.15 to $1.00
Nine months ended January 31, 2014	RMB 6.15 to $1.00

COMPREHENSIVE LOSS

Comprehensive loss is comprised of net loss and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the three and nine months ended January 31, 2015 and 2014 included net loss and unrealized gains (losses) from foreign currency translation adjustments.

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, 2015, we had $392,678 on deposit in China, which is not insured. We have not experienced any losses in such accounts through January 31, 2015.

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

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). “FASB” ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated, based on the then current fair value, at each subsequent reporting date.

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 $114,482 and $4,268 for the three months ended January 31, 2015 and 2014; and $119,827 and $24,343 for the nine months ended January 31, 2015 and 2014, respectively.

- 9 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

SHIPPING COSTS

Shipping costs are included in selling expenses and totaled $59,605 and $77,947 for the three months ended January 31, 2015 and 2014; and $198,417 and $196,183 for the nine months ended January 31, 2015 and 2014, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The adoption of ASU 2014-08 is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from contracts with Customers (Topic 606)”. This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchanged for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The adoption of ASU 2014-98 is not expected to have a material impact on the Company’s consolidated financial statements.

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, 2015, we did not receive the deed and other legal documents for the apartment units; the local government was in the middle of processing the deed. We do not know when the apartment units are expected to be delivered. 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 of approximately $478,066 due upon completion of the ownership documents and transfer of the apartment units to us. As of January 31, 2015 and April 30, 2014, we classified these payments made toward the Purchase Price as 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, 2015 and April 30, 2014, investment in real estate held for resale amounted to $1,966,094 and $1,963,891, respectively.

- 10 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

NOTE 4 - INVENTORIES

At January 31, 2015 and April 30, 2014, inventories consisted of the following:

	January 31, 2015			April 30, 2014
	(unaudited)
Raw materials	$	2,064,671			$	1,548,181
Work in process		221,196				44,898
Finished goods		3,273,050				2,295,930
		5,558,917				3,889,009
Less: reserve for obsolete inventory		(601,533	)			(635,644	)
	$	4,957,384			$	3,253,365

NOTE 5 - PROPERTY AND EQUIPMENT

At January 31, 2015 and April 30, 2014, property and equipment consisted of the following:

	Estimated Life	January 31, 2015			April 30, 2014
		(unaudited)
Office equipment	5-7 Years	$	62,171		$	58,266
Auto and trucks	10 Years		937,434			929,042
Manufacturing equipment	20 Years		12,968,073			11,987,404
Buildings	20 Years		10,773,745			10,303,529
Construction in process			535,255			1,284,199
			25,276,678			24,562,440
Less: accumulated depreciation			(11,061,388	)		(9,624,082	)
		$	14,215,290		$	14,938,358

For the three months ended January 31, 2015 and 2014, depreciation expense totaled $465,657 and $449,694, of which $165,074 and $149,582 was included in cost of revenues, respectively, and of which $300,583 and $300,112 was included in general and administrative expenses, respectively. For the nine months ended January 31, 2015 and 2014, depreciation expense totaled $1,447,318 and $1,346,728, of which $446,752 and $456,273 was included in cost of revenues, respectively, and of which $1,000,566 and $890,455 was included in general and administrative expenses, respectively. Depreciation is not taken during the period of construction or equipment installation. Upon completion of the installation of manufacturing equipment or any construction in progress, construction in progress balances will be classified to their respective property and equipment category.

NOTE 6 - INTANGIBLE ASSETS

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 applications, copyrights, copyright registrations and applications, trade address, 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 each quarter, amortization expense was approximately $81,294. For the nine months ended January 31, 2015 and 2014, amortization expense amounted to $243,881 and $243,881, respectively.

- 11 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

Intangible assets consisted of the following:

	Estimated Life	January 31, 2015			April 30, 2014
		(unaudited)
Only Sweet name rights and related technologies	5 Years	$	587,183		$	587,183
Distribution agreement and related distribution channels	5 Years		1,038,691			1,038,691
			1,625,874			1,625,874
Less: accumulated amortization			(785,840	)		(541,959	)
Intangible assets, net		$	840,034		$	1,083,915

NOTE 7 - LAND USE RIGHTS

Land use right consisted of the following:

	Estimated Life	January 31, 2015			April 30, 2014
		(unaudited)
Land use right	41-65 Years	$	2,584,876		$	2,581,947
Less: accumulated amortization			(373,091	)		(329,672	)
		$	2,211,785		$	2,252,275

In conjunction with our acquisition of Qufu Shengwang, we acquired land use rights for properties located in the PRC until March 14, 2054. For the three month periods ended January 31, 2015 and 2014, amortization expense amounted to $14,395 and $14,439, respectively. For the nine month periods ended January 31, 2015 and 2014, amortization expense amounted to $43,080 and $43,090, respectively.

NOTE 8 - RELATED PARTY TRANSACTIONS

Accounts receivable – related party and revenue – related party

On January 31, 2015 and April 30, 2014, we reported $1,654,736 and $953,400 in accounts receivable – related party, respectively, related to sales of products to Qufu Shengwang Import and Export Corporation, a Chinese entity owned by our Chairman, Mr. Laiwang Zhang. For the three months ended January 31, 2015 and 2014, we had revenue – related party of $1,323,158 and $833,657, respectively. For the nine months ended January 31, 2015 and 2014, we had revenue – related party of $3,263,205 and $2,567,648, respectively, from Qufu Shengwang Import and Export Corporation,

- 12 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

Due to (from) related parties

From time to time, we received advances from related parties and advance funds to related parties for working capital purposes. During the three and nine months ended January 31, 2015, we paid interest of respectively, to Pharmaceutical Corporation related to the reimbursement of interest expense incurred by Pharmaceutical Corporation in order for Pharmaceutical Corporation to advance working capital to the Company. The other advances were non-interest bearing. On January 31, 2015 and April 30, 2014, due to (from) related party activities consisted of the following:

	Pharmaceutical Corporation		Qufu Shengwang Import and Export		Mr. Laiwang Zhang		Total
Balance due to related parties, April 30, 2014	$	248,873	$	106,308	$	-	$	355,181
Working capital advances from related parties		225,009		46,044		316,061		587,114
Repayments		(68,729)		(29,574)		-		(98,303)
Effect of foreign currency exchange		111		-		-		111
Balance due to related parties, January 31, 2015	$	405,264	$	122,778	$	316,061	$	844,103

NOTE 9 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at January 31, 2015 and April 30, 2014 totaled $2,212,489 and $1,192,649, respectively. As of January 31, 2015, prepaid expenses and other current assets includes $1,728,526 prepayments to suppliers for merchandise that had not been shipped to us and services that had not been provided to us; $301,187 for employee advances and a $182,776 deposit for renewing land use rights.

As of April 30, 2014, prepaid expenses and other current assets includes $823,768 prepayments to suppliers for merchandise that had not been shipped to us and services that had not been provided to us; $186,610 for employee advances; and a $182,271 deposit for renewing land use rights. During the third quarter of fiscal 2013, Qufu Shengwang paid Qufu Public Auction Center $603,393 as deposit for renewing the land use right. The deposit is required for the Center to appraise the land use right. As of April 30, 2014, we totally received the refund of this deposit of $421,122.

NOTE 10 – GRANT INCOME

During third quarter of fiscal 2014 and second quarter of fiscal 2015, we received grant funding of $1,146,921 (RMB 7,000,000) and $178,923 (RMB 1,100,000), respectively, in exchange for commitments made by us to the local government of Qufu city to provide research and development for the planting of stevia plants, for the development of biological methods to improve lower-grade stevia product to higher grade stevia, and applying biological method to change the taste of stevia to meet market demand. The grant approved by local government totaled RMB10,000,000 of which we received RMB 8,100,000 and the grant term is for three years, from January 1, 2013 through December 31, 2015. The Company will pay 10% of this total grant to Shandong Chinese Medicine University for the collaboration with Professor Jingzhen Tian on the related research and development project and a research report is to be submitted to the local government by the end of December 2015 in order to pass inspection and examination for the completion of this commitment. Deferred grant income is being amortized as an increase to other income over a 3-year period using the straight line method over the grant term. At January 31, 2015 and April 30, 2014, the balance of deferred grant income is $483,294 and $631,395, respectively. For the three months ended January 31, 2015 and 2014, grant income amounted to $138,299 and $379,626, respectively. For the nine months ended January 31, 2015 and 2014, grant income amounted to $327,838 and $379,626, respectively.

NOTE 11 - LOAN PAYABLE

On April 30, 2014, we borrowed a short-term loan of $811,794 (RMB5,000,000) from China Construction Bank. According to the terms of the agreement with China Construction Bank, the loan bears interest at the rate of 7.8% per annum, is unsecured, and the principal balance with accrued interest is due on April 29, 2015. At January 31, 2015, the balance of loan payable is $812,704.

- 13 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

NOTE 12 - STOCKHOLDERS' EQUITY

Common stock

At January 31, 2015 and April 30, 2014, we are authorized to issue 200,000,000 shares of common stock. We had 173,882,803 and 173,882,803 shares issued and outstanding at January 31, 2015 and April 30, 2014, respectively.

NOTE 13 - SEGMENT INFORMATION

The following information is presented in accordance with ASC Topic 280, “Segment Reporting”, for the three months ended January 31, 2015 and 2014; we operated in three reportable business segments - (1) natural sweetener (stevioside), (2) traditional Chinese medicines and (3) corporate and other. 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 and nine months ended January 31, 2015 and 2014 is as follows:

	Three Months Ended January 31,				Nine Months Ended January 31,
	2015		2014		2015		2014
Revenues:
Chinese medicine – third party	$	620,364	$	713,896	$	1,719,425	$	1,862,718
Chinese medicine – related party		-		-		-		-
Total Chinese medicine		620,364		713,896		1,719,425		1,862,718

Stevioside – third party		2,828,013		1,680,795		7,652,744		4,338,845
Stevioside – related party		1,323,158		833,657		3,263,205		2,567,648
Total Stevioside		4,151,171		2,514,452		10,915,949		6,906,493
Total segment and consolidated revenues	$	4,771,535	$	3,228,348	$	12,635,374	$	8,769,211

	Three Months Ended January 31,						Nine Months Ended January31,
	2015			2014			2015				2014
Interest (expense) income:
Chinese medicine	$	(12	)	$	92			$	114			$	370
Stevioside		(118,895	)		(35,573	)			(246,341	)			(69,101	)
Total segment and consolidated interest expense	$	(118,907	)	$	(35,481	)		$	(246,227	)		$	(68,731	)

Depreciation and amortization:
Chinese medicine	$	52,251	$	31,963	$	91,623	$	77,996
Stevioside		509,095		513,463		1,642,656		1,555,903
Total segment and consolidated depreciation and amortization	$	561,346	$	545,426	$	1,734,279	$	1,633,699

Income (loss) before income taxes:
Chinese medicine	$	(2,928	)	$	98,689		$	54,548		$	47,689
Stevioside		(298,803	)		(238,493	)		(978,259	)		(1,705,763	)
Corporate and other		(19,129	)		(26,258	)		(105,340	)		(51,198	)
Total consolidated loss before income taxes	$	(320,860	)	$	(166,062	)	$	(1,029,051	)	$	(1,709,272	)

- 14 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

	January 31, 2015		April 30, 2014
Segment tangible assets:
Chinese medicine	$	594,507	$	605,918
Stevioside		13,620,783		14,332,440
Corporate and other		-		-
Total consolidated assets	$	14,215,290	$	14,938,358

NOTE 14 - COMMITMENTS AND CONTINGENCIES

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, 2015, we did not receive the deed and other legal documents for the apartment units, the local government is currently in the middle of processing the deed. We do not know when the apartment units are expected to be delivered. 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, 2015 and April 30, 2014, 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, 2015 and April 30, 2014, investment in real estate held for resale amounted to $1,966,094 and $1,963,891, respectively.

NOTE 15 - CONCENTRATIONS AND CREDIT RISK

(i) Customer Concentrations

The top customer concentrations, which the sales income is over 10% of total sales for the nine months ended January 31, 2015 and 2014 are as follows:

	Net Sales
	For the nine months ended January 31, 2015					For the nine months ended January 31, 2014
	Chinese Medicine		Stevioside			Chinese Medicine		Stevioside
Qufu Shengwang Import and Export Trade Co., Ltd*		-		31.6	%		-		41.2	%
Qingdao Runde Biological Technology Co.Ltd		-		11.1	%		-		-
Zhonghua (Qingdao) Industrial Co., Ltd.		-		17.8	%		-		-
Total		-		60.5	%		-		41.2	%

* Qufu Shengwang Import and Export Trade Co., Ltd is a related party, which is controlled by Mr. Laiwang Zhang, President, Chairman and a principal shareholder of our company.

The three largest customers accounted for 40.6% of the Company’s total outstanding accounts receivable at January 31, 2015. The largest customer accounted for 56.2% of the Company’s total outstanding accounts receivable at April 30, 2014.

- 15 -

SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2015

(ii) Vendor Concentrations

The top vendor concentrations, which the purchase from those vendor is over 10% of total cost of goods sold, for the nine months ended January 31, 2015 and 2014 are as follows:

	Net Purchases
	For the nine months ended January 31, 2015					For the nine months ended January 31, 2014
	Chinese Medicine		Stevioside			Chinese Medicine			Stevioside
Shandong Heze Zhongshun Pharmaceutical Co., Ltd	-			-			16.7	%	-
Qufu Longheng Materials Co., Ltd	-			-			18.7	%	-
Gansu Fanzhi Biology Techonology Co.,Ltd	10.6	%		-			17.2	%	-
Gansu Puhua Stevia Develop Co., Ltd	-			16.1	%		-		-
Mingguang Xingshi Stevia Corp.	-			10.0	%		-		-
Ganzhou Julong High Tech Co., Ltd	-			10.1	%		-		-
Total	10.6	%		36.2	%		52.6	%	-

The accounts payable of the three largest suppliers do not exceed 5% of the Company's total outstanding accounts payable at January 31, 2015 and April 30, 2014, respectively.

(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, 2015, we had $392,678 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, 2015.

NOTE 16 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from January 31, 2015 through the filing date of this report and has determined that there are no items to disclose.

- 16 -

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 condensed consolidated financial statements and footnotes and our 2014 Annual Report on Form 10-K for fiscal year ended April 30, 2014, as amended.

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.

Our operations were organized in two operating segments related to our product lines:

	-		Stevioside, and
	-		Chinese Medicine.

Recent Developments

Since January 2014, our facilities have the capability of producing A3-99 stevia products, which is the highest quality stevioside extracts produced in the world and are used in the pharmaceutical and food industries.

Since fiscal 2014, our facilities have the capability of producing Enzyme treated stevia, which is one of the most advanced types of steviosides produced in the world for use in the food and beverage industries.

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. Based on our strategy to develop new products that contain our stevia products, we are evaluating our strategy for the sale and distribution of OnlySweet™.

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.

Chinese Medicine Segment

In our Chinese medicine segment, we manufacture and sell approximately 354 different extracts, which can be divided into the following three general categories:

	-		single traditional Chinese medicine extracts;
	-		compound traditional Chinese medicine extracts; and
	-		purified extracts, including active parts and monomer compounds such as soy isoflavone.

We are currently evaluating alternatives as to the potential disposition of the Chinese medicine segment to further streamline our product offering and focus our business on producing and selling high-quality stevia products. The exit strategy contemplated for the Chinese medicine segment has also been influenced by our concerns regarding the profitability of this segment in the near future. The competition in Chinese medicine market has strengthened over the past few months. 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. These measures are expected to further increase our raw materials and production costs in the coming quarters and beyond. However, this segment is currently operating at full capacity and we do not expect significant growth potential from this segment in the near future.

- 17 -

OUR PERFORMANCE

Our total revenues totaled $4.8 million in the three months ended January 31, 2015, an increased by 47.8% from the same period in 2014, and our gross margin increased to 22.6% from 21.0% compared to the same period in 2014. Our sales revenues, excluding revenues from related party, increased by 44.0% in the three months ended January 31, 2015 as compared to the same period in 2014. Revenues from related parties increased 58.7% in the three months ended January 31, 2015 from the comparable period in 2014. Our operating expenses in the three months ended January 31, 2015 increased by 20.6% from the comparable period in 2014. Our net loss for the three months ended January 31, 2015 was approximately $324,000 as compared to $166,000 for the same period in fiscal 2014.

Our revenues totaled $12.6 million during the nine months ended January 31, 2015, an increase of 44.1% as compared with the same period in 2014, while our gross margin increased to 19.7% from 16.2%. Our total operating expenses in the nine months ended January 31, 2015 increased by approximately $39,000 or 1.1% compared to the same period in 2014, primarily due to an increase of approximately $173,000, or 18.6% in selling expense, and offset by a decrease of approximately $134,000 or 5.1% in general and administrative expense. Our net loss for the nine months ended January 31, 2015 was approximately $1,089,000, compared to $1,709,000 in the same period in 2014.

Our operating performance for the three and nine months ended January 31, 2015 was primarily driven by an increase of 65.1% and 58.1% in sales revenue from our stevia products in our Stevioside segment and a slightly lower revenue in our Chinese medicine segment, as compared to the same periods in 2014, respectively.

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 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 was lower than expected for fiscal 2015. The increase of revenue in Stevioside segment is primarily due to an increasing demand from the developing domestic and international market. Stevia has been widely accepted by the food industry and many new stevia manufacturers have entered this industry in the past few years, and recently we introduced a new product line. We are now focusing on new types of stevia products, including tablets, liquid, High A products, and others. We expect to consistently increase our sales of our new products; however we cannot quantify this increase and its effects on future periods.

The slightly decrease in revenues in our Chinese medicine was primarily due to the depressing market which was caused by the significantly declined production of farms, negatively influencing the demand for our Chinese traditional medicine products since 2012. In addition, the suppliers of some large farms have innovated to operate on the integrative basis, and the monopolized use of medicine, both lead to the decreased demand to our products. Some big customers of ours have changed to produce their own Chinese herbal extracts products; therefore, the orders from those big customers have decreased significantly. Our current orders primarily are low-volume and have mix-varieties. The lost of high volume orders greatly impacted our total sales.

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 2015 and beyond, we will continue to focus on our core business of producing and selling stevioside series products.

Some of the recent favorable observations related to the stevia markets in fiscal 2015 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;
	•	The marketing strategy to differentiate ourselves as a producer of higher quality stevia grades and product formulations through these collaboration efforts will lead to sustainable growth in stevia sales volume in the future; and
	•	A new stevia extraction line was finished in December 2012. This new line added additional 500 metric tons to our annual production capacity;

Meanwhile, we are also facing challenges in competitive pricing and raw materials for fiscal 2014 and 2015. During fiscal 2014, the market prices of stevioside products were impacted by strong price competition among Chinese manufacturers. We expect the pressure from pricing competition to continue in fiscal 2016. We anticipate the price of stevia leaves, the raw material used to produce our stevioside series products, to increase in fiscal 2016.

- 18 -

RESULTS OF OPERATIONS

The following table summarizes our results from operations for the three month periods ended January 31, 2015 and 2014:

For the Three Months ended January 31, 2015
		Chinese Medicine					Stevioside					Corporate and other			Consolidated
Total revenues	$	620,364		100.0	%	$	4,151,171		100.0	%	$	-		$	4,771,535		100.0	%
Cost of revenues		436,330		70.3	%		3,257,691		78,5	%		-			3,694,021		77.4	%
Gross profit		184,034		29.7	%		893,480		21.5	%		-			1,077,514		22.6	%

Total operating expenses		192,421		31.0	%		1,211,461		29.2	%		19,129			1,423,011		29.8	%
Other income		5,459		0.9	%		19,178		0.5	%		-			24,637		0.5	%
Income (loss) before income taxes	$	(2,928	)	(0.5	)%	$	(298,803	)	(7.2	)%	$	(19,129	)	$	(320,860	)	(6.7	)%

For the Three Months ended January 31, 2014
		Chinese Medicine					Stevioside					Corporate and other			Consolidated

Total revenues	$	713,896		100.0	%	$	2,514,452		100.0	%	$	-		$	3,228,348		100.0	%
Cost of revenues		447,367		62.7	%		2,102,627		83.6	%		-			2,549,994		79.0	%
Gross profit		266,529		37.3	%		411,825		16.4	%		-			678,354		21.0	%

Total operating expenses		163,125		22.8	%		990,895		39.4	%		26,258			1,180,278		36.6	%
Other income (expenses)		(4,715	)	(0.7	)%		340,577		13.5	%		-			335,862		10.4	%

Income (loss) before income taxes	$	98,689		13.8	%	$	(238,493	)	(9.5	)%	$	(26,258	)	$	(166,062	)	(5.1	)%

The following table summarizes our results from operations for the nine month periods ended January 31, 2015 and 2014.

For the Nine Months ended January 31, 2015
		Chinese Medicine				Stevioside					Corporate and other			Consolidated
Total revenues	$	1,719,425	100.0	%	$	10,915,949		100.0	%	$	-		$	12,635,374		100.0	%
Cost of revenues		1,206,989	70.2	%		8,939,826		81.9	%		-			10,146,815		80.3	%
Gross profit		512,436	29.8	%		1,976,123		18.1	%		-			2,488,559		19.7	%

Total operating expenses		459,701	26.7	%		3,026,425		27.7	%		105,340			3,591,466		28.4	%
Other income		1,813	0.1	%		72,043		0.7	%		-			73,856		0.6	%
Income (loss) before income taxes	$	54,548	3.2	%	$	(978,259	)	(9.0	)%	$	(105,340	)	$	(1,029,051	)	(8.1	)%

- 19 -

For the Nine Months ended January 31, 2014
	Chinese Medicine				Stevioside					Corporate and other			Consolidated

Total revenues	$	1,862,718	100.0	%	$	6,906,493		100.0	%	$	-		$	8,769,211		100.0	%
Cost of revenues		1,200,626	64.5	%		6,143,597		89.0	%		-			7,344,223		83.8	%
Gross profit		662,091	35.5	%		762,896		11.0	%		-			1,424,988		16.2	%

Total operating expenses		616,286	33.1	%		2,768,425		40.1	%		167,676			3,552,387		40.5	%
Other income		1,883	0.1	%		299,766		4.3	%		116,478			418,127		4.8	%

Income (loss) before income taxes	$	47,689	2.6	%	$	(1,705,763	)	(24.7	)%	$	(51,198	)	$	(1,709,272	)	(19.5	)%

Revenues

Total consolidated revenues in the third quarter of fiscal 2015 increased by approximately 47.8% as compared to the same period of fiscal 2014. Stevioside revenues, which accounts for 87.0% and 77.9% of our total revenues in the third quarter of fiscal 2015 and fiscal 2014, respectively, increased by approximately 65.1%, while Chinese medicine revenues decreased by approximately $93,500 or 13.1%. Within our Stevioside segment, revenues from sales to third parties increased by 68.3% and sales to the related party increased by 58.7% in the third quarter of fiscal 2015, as compared to the same period of fiscal 2014. We have been trying to develop our international market and increase the dependence of our sales to related parties. We also have been trying to develop our domestic market and have gained two major domestic customers, from whom we generated more than 29% of our stevia revenues in third quarter of fiscal 2015. Since we do not have the authorization to export products from China, we outsourced all of our exporting business to a related party, Qufu Shengwang Import and Export Corporation, which has authorizations to export. In addition, new launched products including A3-99 and enzyme treated stevia have been well accepted by the market and unit price of new product increased by 15.1%. We generated revenue from the sale of our new product, enzyme treated stevia that were developed in the prior year which accounted for approximately 12,670 tons and 20.8% of total Stevioside segment revenues and 18.1% of total consolidated revenues in the third quarter of fiscal 2015.

Total revenues in the first nine months of fiscal 2015 increased by approximately 44.1% as compared to the same period of fiscal 2014. Stevioside revenues, which accounts for 86.4% and 78.8% of our total revenues in the first nine months of fiscal 2015 and fiscal 2014, respectively, increased by approximately 58.1%, while Chinese medicine revenues decreased by approximately $143,000 or 7.7%. In the first nine months of fiscal 2015, within our Stevioside segment, we increased both sales volumes of approximately 66,400 tons, an increased by 30.8%; and we also increased the average unit price of our stevia products by 16.0%, as compared to the same period of fiscal 2014.

We believe that the decrease of sales in Chinese Medicine segment is primarily due to an oversupply of product in the market. The unit price remains stable in the third quarter of fiscal 2015 as compared to fiscal 2014. We expect demand to increase in the future as we expand our client base, however, we are not able to quantify this future increase.

Cost of Revenues and Gross Margin

Cost of revenues in the third quarter of fiscal 2015 increased by 44.9% compared to the third quarter of fiscal 2014. Cost of revenues as a percentage of revenues decreased from 79.0% to 77.4%, as compared to the same period of fiscal 2015 and 2014. Gross margin on Stevioside segment for the third quarter of fiscal 2015 was 21.5%, as compared to 16.4% for the same period of fiscal 2014. The higher gross margin for Stevioside was primarily due to the lower cost of adoption of our high-efficiency product line and the slightly lower costs of raw materials. Gross margin on Chinese Medicine was 29.7% in the third quarter of fiscal 2015, compared to 37.3% in the same period of fiscal 2014. The lower gross margin for Chinese Medicines was primarily due to higher raw material costs during the period compared with the same period in the prior year. We believe that the slower market for animal Chinese medicines seen in prior periods has stabilized and the market has improved. 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 margin in future periods. Our consolidated gross margin for the third quarter of fiscal 2015 was 22.6%, as compared to 21.0% in the same period of fiscal 2014.

- 20 -

The consolidated gross margin for the first nine months of fiscal 2015 increased to 19.7%, compared to 16.2% for the same period in fiscal 2014. Gross margin on Stevioside segment increased during the first nine months of fiscal 2015 to 18.1%, compared to 11.1% for the same period in fiscal 2014. The increase was primarily due to the decrease of approximately from 89.0% to 81.9% in cost of revenues, primarily contributed by our more efficiently of new product lines, which the average cost decreased by 7.9%. The Chinese medicine gross margin decreased to 29.8% in the first nine months of fiscal 2015, compared to 35.5% for the same period in fiscal 2014, due to similar reasons discussed above.

Total Selling Expenses

In the third quarter of fiscal 2015, we had an increase of 22.6% in selling expenses, as compared to the third quarter of fiscal 2014. The increase was primarily due to the approximately $27,000 increase in salaries, wages and commissions, a $19,000 increase in office expenses, a $107,000 increase in shipping and freight fees and a $8,000 increase in meal and entertainment, a $25,000 increase in advertising, and offset by approximately $92,000 decrease in miscellaneous expenses and a $12,000 decrease in travel expense.

In the first nine month of fiscal 2015, we had an increase of 18.6% in selling expenses, as compared to the same period of fiscal 2014. The increase was primarily due to the approximately $55,000 increase in China local sales taxes, a $20,000 increase in salaries, wages and commissions, and an increase of $57,000 in office expenses, a $211,000 increase in advertising, an increase of $13,000 in meals and entertainment, and offset by $66,000 decreased in marketing expenses and a $113,000 decrease in miscellaneous expenses.

Total General and Administrative Expenses

Our general and administrative expenses for the third quarter of fiscal 2015 increased by approximately 19.7% from the same period of fiscal 2014. The increase was primarily due to an increase of approximately $97,000 in bad debt expense, a $110,000 increase in research and development, a $23,000 increase in depreciation and amortization expenses, a $162,000 increase in miscellaneous expense, and offset a $14,000 decrease in impairment at inventory, a $207,000 decrease in office expenses, a $4,000 decrease in rent, and a $6,000 decrease in accounting and professional fees in headquarter,.

Total general and administrative expenses for the first nine months of fiscal 2015 decreased by 5.1% from the comparable period in 2014. The decrease was primarily due to a decrease of approximately $76,000 in bad debt expenses, a $115,000 decrease in rent, a $291,000 decrease in office expenses, a $62,000 decrease in headquarter expenses for professional consulting fees, a $48,000 decrease in meal and entertainment, and a $43,000 decrease in impairment at inventory, offset by an increase in depreciation and amortization expense in approximately $178,000, a $104,000 increase in miscellaneous expense, a $95,000 increase in research and development, a $68,000 increase in travel expense and a $42,000 increase in salaries and wages. The general and administrative expense as a percentage of revenue was 19.7% in the first nine months of fiscal 2015 as compared to 29.9% in the same period of fiscal 2014. The decrease was primarily due to the improvement for our internal office management, and we also cut external consulting provider in fiscal 2015.

Other Income

For the third quarter of fiscal 2015, other income amounted to approximately $25,000, a decrease of $311,000, as compared to the third quarter of fiscal 2014. For first nine months of fiscal 2015, other income amounted to approximately $74,000, a decrease of $334,000 , as compared to the same periods of fiscal 2014. The decrease was primarily attributable to an increase of $83,000 and $177,000 in the three and nine months in interest expenses, respectively, for the $2,119,888 (RMB13,000,000) advance which was provided by Qufu Rural Credit Cooperatives through Pharmaceutical Corporation, a related party, and offset by the grant income of approximately $138,000 of each quarter related to a local PRC grant received in the third quarter of fiscal 2014 of approximately $1,146,921 (RMB7,000,000) and $178,923 (RMB 1,100,000) recevied in the second quarter of fiscal 2015. The reason for decrease of the first three and nine months of fiscal 2015 as compared to the first three and nine months of fiscal 2014 was primarily the recording of $379,626 in grant income by the Company for calander year 2013 at the end of January 2014 and the increase of interest expense - related party in fiscal 2015.

Income Tax Expense

Income tax expense was approximately $3,000 and $60,000 for the third quarter and the first nine months of fiscal 2015, respectively, as compared to none income tax expenses reported in the same periods of fiscal 2014. The increase in income tax expense was attributable to the increase in taxable income in PRC generated by our Stevioside operating entities.

- 21 -

Net Loss

Net loss in the third quarter of fiscal 2015 was approximately $324,000, compared to $166,000 in the third quarter of fiscal 2014. The increase was primarily due to higher operating expense and higher interest expense.

Net loss in the first nine months of fiscal 2015 was approximately $1.1 million, compared to $1.7 million for the same period in fiscal 2014. The decrease in net loss was primarily due to increase in revenue and gross profit, as well as the lower general and administrative expenses as discussed above.

Foreign currency translation adjustment

The functional currency of our subsidiaries and variable interest entities operating in the PRC is the Chinese Yuan or Renminbi (“RMB”). The financial statements of our subsidiaries are translated to U.S. dollars using period end rates of exchange for assets and liabilities, and average rates of exchange (for the period) for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations. As a result of foreign currency translations, which are a non-cash adjustment, we reported a foreign currency translation loss of $72,000 for the third quarter of fiscal 2015, as compared to a foreign currency translation gain of $30,000 for the third quarter of fiscal 2014. We reported a foreign currency translation gain of $26,000 for the first nine months of fiscal 2015, as compared to a foreign currency translation gain of $448,000 for the same period of fiscal 2014. This non-cash gain had the effect of decreasing our reported comprehensive loss.

Comprehensive loss

As a result of our foreign currency translation gain, we had higher comprehensive loss for the third quarter of fiscal 2015 of $397,000, compared to $136,000 for the same period of fiscal 2014. We had comprehensive loss for the first nine months of fiscal 2015 of $1,063,000, compared to $1,262,000 for the first nine months of fiscal 2014.

LIQUIDITY AND CAPITAL RESOURCES

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

At January 31, 2015, we had working capital of $3.2 million, including cash of $392,848, as compared to working capital of $3.3 million and cash of $1.2 million at April 30, 2014. The approximate $802,000 decrease in our cash at January 31, 2015 from April 30, 2014 is primarily attributable to net cash used in purchase of raw materials to improve our productivity, which we generated revenue from increasing sales in domestic and international market during the first nine month of fiscal 2015. We believe that our existing cash and cash equivalents and internally generated funds will be sufficient to cover working capital requirements and capital expenditures for the next twelve months.

Accounts receivable, net of allowance for doubtful accounts, including accounts receivable from related parties, decreased by approximately $157,000 during the first nine months of fiscal 2015. The days for sales outstanding in accounts receivable decreased to 63 days as of January 31, 2015, as compared to 195 days as of April 30, 2014.

Our accounts payable and accrued expenses were $5.0 million at January 31, 2015, an increase of approximately $1.5 million from April 30, 2014. The balance was primarily due to the timing of payments for balances related to raw material purchases made in the ordinary course of business.

Our short-term loan borrowed of $812,704 (RMB5,000,000) from China Construction Bank. According to the terms of the agreement with China Construction Bank, and our $2,113,031 (RMB13,000,000) advance from Qufu Rural Credit Cooperatives through Pharmaceutical Corporation, a related party, are due by April 2015, we plan to renew and extend these loans, which are offset by the advance funds to related parties for working capital purposes. We do not have any external sources of working capital other than loans we may obtain from commercial banks and advances from related parties. We believe our working capital is sufficient to fund our operations for at least the next 12 months.

- 22 -

Cash Flows Analysis

NET CASH FLOW (USED IN)PROVIDED BY OPERATING ACTIVITIES:

Net cash used in operating activities was approximately $585,000 during the first nine months of fiscal 2015. The decrease resulting from cash used in operating activities was due primarily to an increase of $701,000 in accounts receivable from the sales to related party, an increase of $1.1 million in prepaid expenses and other current assets, and a $1.7 million increase in inventories, offset by a decrease of $861,000 in accounts receivable and an increase of $1.6 million in account payable and accrued expense.

Net cash provided by operating activities was approximately $1,302,000 during the first nine months of fiscal 2014. For the nine months ended January 31, 2014, cash flows provided by operations was primarily attributable to a decrease in account receivable of $171,000, a decrease in accounts receivables for the sales to related party of $613,000 and an increase in deferred grant income of $759,000 offset by a decrease in accounts payable and accrued expenses of $392,000.

NET CASH FLOW USED IN INVESTING ACTIVITIES:

Net cash used in investing activities amounted to $708,500 during the first nine months of fiscal 2015, primarily due to the purchase of property and equipment in fiscal 2015.

Net cash used in investing activities amounted to $230,200 during the first nine months of fiscal 2014. During the first nine months of fiscal 2014, we used cash of $273,800 for the purchase of property and equipment offset by $43,600 in proceeds received from loan receivable.

NET CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES:

Net cash provided by financing activities amounted to approximately $489,000 in the first nine months of fiscal 2015, primarily due to cash received from related party advances. During the first nine months of fiscal 2015, from time to time, we received advances from related parties approximately $587,000 and we also made repayments to related parties approximately $98,300 for working capital purposes.

During the first nine months of fiscal 2014, we used cash of $813,000 for the repayment of short-term loan payable offset by cash received of $43,000 from related party advances.

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, 2015.

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, 2015		April 30, 2014
		(Unaudited)
China	$	392,678	$	1,194,668
United States		170		895
Total	$	392,848	$	1,195,563

- 23 -

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 management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. 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 audited financial statements for fiscal 2014 appearing in our Annual Report on Form 10-K for the year ended April 30, 2014, as amended.

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, 2015.

Based on this evaluation our management concluded that our disclosure controls and procedures were not effective as of January 31, 2015 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. We failed to include Exhibit 101 to our Annual Report on Form 10-K for the year ended April 30, 2014 when initially filed with the Securities and Exchange Commission on July 29, 2014. On July 30, 2014 we filed an amendment to the Form 10-K which included the omitted exhibit. Exhibit 101 includes our consolidated financial statement in the interactive data (XBRL) format. As a result of our failure to include Exhibit 101 in the Form 10-K as initially filed, our filing was considered deficient at the time it was made. This deficiency, which represented a failure in our disclosure controls and procedures, was corrected upon the filing of the Form 10-K/A. We have instituted enhanced internal procedures to correct the technical error which resulted in our failure to include Exhibit 101 as an exhibit to the Form 10-K when initially filed.

- 24 -

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 nine months ended January 31, 2015 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 2014 Annual Report on Form 10-K. There has been no material change in our risk factors from those previously discussed in the fiscal 2014 Annual Report on Form 10-K.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURE.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

Exhibit No.		Description of Exhibit
	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**

* - 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”.

- 25 -

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 17, 2015	By: /s/ Dongdong Lin
	Dongdong Lin,
	Chief Executive Officer


Dated: March 17, 2015	By: /s/ Fanjun Wu
	Fanjun Wu,
	Chief Financial Officer

- 26 -