SUNWIN STEVIA INTERNATIONAL, INC. - Quarter Report: 2020 October (Form 10-Q)
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 October 31, 2020
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number: 000-53595
SUNWIN 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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol (s)
|
Name of each exchange on which registered
|
None
|
SUWN
|
Not applicable
|
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]
|
Emerging growth company [ ]
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ☐
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 December 11, 2020, there were 199,632,803 shares of the registrant's common stock issued and outstanding.
SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTERLY PERIOD ENDED OCTOBER 31, 2020
INDEX
|
Page
|
PART I-FINANCIAL INFORMATION
|
|
Item 1. Financial Statements
|
1
|
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
18
|
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
27
|
|
|
Item 4. Controls and Procedures
|
27
|
|
|
PART II-OTHER INFORMATION
|
|
Item 1. Legal Proceedings
|
28
|
|
|
Item 1A. Risk Factors
|
28
|
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
28
|
|
|
Item 3. Defaults Upon Senior Securities
|
28
|
|
|
Item 4. Mine Safety Disclosures
|
28
|
|
|
Item 5. Other Information
|
29
|
|
|
Item 6. Exhibits
|
29
|
i
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying
forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors
currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the
forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings "Risks Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in our annual report on Form 10-K, in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-Q and information contained in other reports that we
file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional
information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date
of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors
that may affect our business, financial condition, results of operations and prospects.
ii
INDEX OF CERTAIN DEFINED TERMS USED IN THIS REPORT
We are on a fiscal year ending April 30, as such the year ending April 30, 2021 is referred to as "fiscal 2021" and the year ended April 30, 2020 is referred to as "fiscal 2020". Also, the three
month period ended October 31, 2020 is our second quarter and is referred to as the "second quarter of fiscal 2021". Likewise, the three month period ended October 31, 2019 is referred to as the "second quarter of fiscal 2020".
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 Nutraceuticals International, Inc., and our subsidiaries;
|
|
-
|
|
"Sunwin Tech" refers to our wholly owned subsidiary Sunwin Tech Group, Inc., a Florida corporation, which was closed on April 30, 2018 and all of its assets and liabilities were transferred to the Company;
|
|
-
|
|
"Qufu Natural Green" refers to our wholly owned subsidiary Qufu Natural Green Engineering Co., Ltd., a Chinese limited liability company;
|
|
-
|
|
"Sunwin USA" refers to Sunwin USA, LLC, a Delaware limited liability company, a 100% owned subsidiary of Sunwin. Sunwin USA was previously Sunwin Stevia International Corp., a Florida corporation, it changed
its name to Sunwin USA in May 2009;
|
|
-
|
|
"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. On July 30, 2019, Qufu Natural
Green sold its 100% interest of Qufu Shengwang to a third party;
|
|
-
|
|
"Qufu Shengren" refers to Qufu Shengren Pharmaceutical Co., Ltd., a Chinese limited liability company, and a 100% owned subsidiary of Qufu Natural Green. On April 30, 2020, the Company increased the total
amount of capital of Qufu Sheng through a series of debt transfer and conversion agreements with investors, ownership of Qufu Natural Green became 61%; and
|
|
-
|
|
“Qufu Shengren Import and Export" refers to Qufu Shengren Import and Export Co., Ltd., a Chinese limited liability company, a 100% owned subsidiary of Qufu Shengren.
|
|
|
|
|
We also use the following terms when referring to certain related parties:
|
|||
|
-
|
|
Mr. Laiwang Zhang, Chairman and a principal shareholder of our Company;
|
|
-
|
|
"Pharmaceutical Corporation" refers to Shandong Shengwang Pharmaceutical Co., Ltd., a Chinese limited liability company which is controlled by Mr. Laiwang Zhang;
|
|
-
|
|
"Qufu Shengwang Import and Export" refers to Qufu Shengwang Import and Export Co., Ltd., a Chinese limited liability company, controlled by Mr. Zhang; and
|
|
-
|
|
Mr. Weidong Chai, a management member of Qufu Shengren Pharmaceutical Co., Ltd.
|
The information which appears on our website at www.sunwininternational.com is not part of this report.
iii
ITEM I - FINANCIAL STATEMENTS
SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES
|
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||||
|
||||||||
|
October 31,
2020
|
April 30,
2020
|
||||||
|
(Unaudited)
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
396,579
|
$
|
1,137,920
|
||||
Accounts receivable, net
|
2,200,198
|
2,713,567
|
||||||
Accounts receivable - related party
|
1,458,545
|
3,034,365
|
||||||
Inventories, net
|
15,328,881
|
12,874,497
|
||||||
Prepaid expenses and other current assets
|
960,832
|
693,552
|
||||||
Total Current Assets
|
20,345,035
|
20,453,901
|
||||||
Property and equipment, net
|
9,125,596
|
8,901,548
|
||||||
Total Assets
|
$
|
29,470,631
|
$
|
29,355,449
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable and accrued expenses
|
$
|
10,040,575
|
$
|
8,533,131
|
||||
Short-term loans
|
2,997,613
|
3,378,380
|
||||||
Due to related parties
|
5,094,261
|
5,072,451
|
||||||
Total Current Liabilities
|
18,132,449
|
16,983,962
|
||||||
Total Liabilities
|
18,132,449
|
16,983,962
|
||||||
|
||||||||
Commitments and Contingencies
|
||||||||
|
||||||||
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; 199,632,803 and 199,632,803 shares issued and outstanding as of October 31, 2020 and April 30, 2020, respectively
|
199,633
|
199,633
|
||||||
Additional paid-in capital
|
47,732,350
|
47,732,350
|
||||||
Accumulated deficit
|
(41,184,373
|
)
|
(40,118,394
|
)
|
||||
Accumulated other comprehensive income
|
4,986,925
|
4,557,898
|
||||||
Total Sunwin Stevia International, Inc. Stockholders' Equity
|
11,734,535
|
12,371,487
|
||||||
Noncontrolling interest
|
(396,353
|
)
|
-
|
|||||
Total Stockholders' Equity
|
11,338,182
|
12,371,487
|
||||||
|
||||||||
Total Liabilities and Stockholders' Equity
|
$
|
29,470,631
|
$
|
29,355,449
|
||||
|
||||||||
|
||||||||
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
October 31,
|
For the Six Months Ended
October 31,
|
|||||||||||||||
2020
|
2019
|
2020
|
2019
|
|||||||||||||
Revenues
|
$
|
3,931,149
|
4,846,915
|
$
|
9,219,004
|
$
|
9,953,097
|
|||||||||
Revenues - related parties
|
502,695
|
2,314,666
|
2,254,518
|
4,098,559
|
||||||||||||
Total revenues
|
4,433,844
|
7,161,581
|
11,473,522
|
14,051,656
|
||||||||||||
Cost of revenues
|
3,991,702
|
3,618,881
|
9,254,694
|
7,739,510
|
||||||||||||
Cost of revenues - related parties
|
546,254
|
2,068,261
|
2,155,762
|
3,716,500
|
||||||||||||
Total cost of revenues
|
4,537,956
|
5,687,142
|
11,410,456
|
11,456,010
|
||||||||||||
Gross profit
|
(104,112
|
)
|
1,474,439
|
63,066
|
2,595,646
|
|||||||||||
-
|
||||||||||||||||
Operating expenses:
|
||||||||||||||||
Selling expenses
|
256,566
|
502,773
|
567,481
|
877,205
|
||||||||||||
General and administrative expenses
|
172,384
|
281,733
|
645,560
|
684,095
|
||||||||||||
Research and development expenses
|
71,129
|
339,401
|
432,567
|
645,952
|
||||||||||||
Total operating expenses, net
|
500,079
|
1,123,907
|
1,645,608
|
2,207,252
|
||||||||||||
Income (Loss) from operations
|
(604,191
|
)
|
350,532
|
(1,582,542
|
)
|
388,394
|
||||||||||
Other (expenses) income
|
||||||||||||||||
Other expense
|
(2,252
|
)
|
(37,907
|
)
|
(1,187
|
)
|
(39,442
|
)
|
||||||||
Grant income
|
10
|
-
|
576
|
14,313
|
||||||||||||
Interest income
|
262
|
184
|
493
|
268
|
||||||||||||
Interest expense - related party
|
(4,867
|
)
|
(28,359
|
)
|
(21,674
|
)
|
(64,100
|
)
|
||||||||
Interest expense
|
(47,413
|
)
|
(92,559
|
)
|
(109,944
|
)
|
(237,346
|
)
|
||||||||
Total other expense
|
(54,260
|
)
|
(158,641
|
)
|
(131,736
|
)
|
(326,307
|
)
|
||||||||
Income (loss) from continuing operations before income taxes
|
(658,451
|
)
|
191,891
|
(1,714,278
|
)
|
62,087
|
||||||||||
Provision for income taxes
|
-
|
-
|
-
|
-
|
||||||||||||
Net income (loss) from continuing operations
|
(658,451
|
)
|
$
|
191,891
|
$
|
(1,714,278
|
)
|
$
|
62,087
|
|||||||
Discontinued operations
|
||||||||||||||||
Loss from discontinued operations, net of income tax
|
-
|
-
|
-
|
(20,016
|
)
|
|||||||||||
Loss from disposal of discontinued operations
|
-
|
-
|
(960
|
)
|
||||||||||||
Loss from sales of discontinued operations
|
-
|
-
|
-
|
(232,455
|
)
|
|||||||||||
Loss from discontinued operations, net of income tax
|
-
|
-
|
-
|
(253,431
|
)
|
|||||||||||
Net income (loss)
|
(658,451
|
)
|
191,891
|
(1,714,278
|
)
|
(191,344
|
)
|
|||||||||
Less: net loss attributable to noncontrolling interest
|
(255,071
|
)
|
-
|
(648,299
|
)
|
-
|
||||||||||
Net income (loss) attributable to Sunwin Stevia International, Inc.
|
(403,380
|
)
|
$
|
191,891
|
$
|
(1,065,979
|
)
|
$
|
(191,344
|
)
|
||||||
Comprehensive gain (loss):
|
||||||||||||||||
Net income (loss)
|
(403,380
|
)
|
$
|
191,891
|
$
|
(1,065,979
|
)
|
$
|
(191,344
|
)
|
||||||
Foreign currency translation adjustment
|
549,797
|
(106,388
|
)
|
680,973
|
162,171
|
|||||||||||
Total comprehensive gain (loss)
|
146,417
|
85,503
|
(385,006
|
)
|
(29,173
|
)
|
||||||||||
Less: foreign currency translation adjustment attributable to noncontrolling interest
|
203,417
|
-
|
251,946
|
-
|
||||||||||||
Comprehensive gain (loss) attributable to Sunwin Stevia International, Inc.
|
(57,000
|
)
|
$
|
85,503
|
$
|
(636,952
|
)
|
$
|
(29,173
|
)
|
||||||
Earnings per common share attributable to Sunwin Stevia International, Inc.:
|
||||||||||||||||
Continuing operations - basic and diluted
|
$
|
(0.00
|
)
|
$
|
0.00
|
$
|
(0.01
|
)
|
$
|
0.00
|
||||||
Discontinued operations - basic and diluted
|
-
|
-
|
-
|
(0.00
|
)
|
|||||||||||
Net loss per common share - basic and diluted
|
$
|
(0.00
|
)
|
$
|
0.00
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
|||||
Weighted average common shares outstanding - basic and diluted
|
199,632,803
|
199,632,803
|
199,632,803
|
199,632,803
|
||||||||||||
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
|
||||||||
(UNAUDITED)
|
||||||||
|
||||||||
|
For the Six Months Ended October 31,
|
|||||||
|
2020
|
2019
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(1,714,278
|
)
|
$
|
(191,344
|
)
|
||
Loss from discontinued operations
|
-
|
(253,431
|
)
|
|||||
Net (loss) profit from continuing operations
|
(1,714,278
|
)
|
62,087
|
|||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Depreciation expense
|
626,560
|
568,345
|
||||||
Loss on disposition of property and equipment
|
-
|
20,426
|
||||||
Changes in operating assets and liabilities:
|
-
|
|||||||
Accounts receivable and notes receivable
|
647,614
|
739,720
|
||||||
Accounts receivable - related party
|
1,677,074
|
(510,987
|
)
|
|||||
Inventories
|
(1,679,993
|
)
|
(1,815,660
|
)
|
||||
Prepaid expenses and other current assets
|
(320,653
|
)
|
(1,947,403
|
)
|
||||
Accounts payable and accrued expenses
|
1,074,321
|
2,564,069
|
||||||
Taxes payable
|
(88,526
|
)
|
106,853
|
|||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
|
222,119
|
(212,550
|
)
|
|||||
NET CASH USED IN DISCONTINUED OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS
|
-
|
(339,925
|
)
|
|||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
222,119
|
(552,475
|
)
|
|||||
|
||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Proceed from disposal of discontinued operations
|
-
|
1,145,049
|
||||||
Purchases of property and equipment
|
(97,289
|
)
|
(1,027,761
|
)
|
||||
Proceed from disposal of equipment
|
-
|
30,473
|
||||||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES FROM CONTINUING OPERATIONS
|
(97,289
|
)
|
147,761
|
|||||
NET CASH USED IN INVESTING ACTIVITIES FROM DISCONTINUED OPERATIONS
|
-
|
-
|
||||||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
(97,289
|
)
|
147,761
|
|||||
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from loans
|
-
|
429,393
|
||||||
Repayment of short term loans
|
(678,362
|
)
|
-
|
|||||
Advance from related parties
|
7,538,516
|
3,813,512
|
||||||
Repayment of related party advances
|
(7,755,243
|
)
|
(3,795,447
|
)
|
||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES FROM CONTINUING OPERATIONS
|
(895,089
|
)
|
447,458
|
|||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES FROM DISCONTINUED OPERATIONS
|
-
|
-
|
||||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
(895,089
|
)
|
447,458
|
|||||
|
||||||||
EFFECT OF EXCHANGE RATE ON CASH
|
28,918
|
(26,113
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH
|
(741,341
|
)
|
16,631
|
|||||
|
||||||||
Cash at the beginning of period
|
1,137,920
|
294,199
|
||||||
Cash at the end of period
|
396,579
|
310,830
|
||||||
|
||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
||||||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
||||
Cash paid for interest
|
$
|
17,077
|
$
|
60,235
|
||||
|
||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Property and equipment acquired on credit as payable
|
$
|
244,896
|
$
|
223,885
|
||||
Accrued interest payable to related party
|
$
|
8,897
|
$
|
27,978
|
||||
Liability assumed in connection with discontinued operations
|
$
|
-
|
$
|
3,565,397
|
||||
|
||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
|
- 3 -
SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
|
||||||||||||||||||||||||||||
(UNAUDITED)
|
||||||||||||||||||||||||||||
Three Months Ended October 31, 2020
|
||||||||||||||||||||||||||||
|
Number of Shares
|
Amount of Common Shares
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Accumulated Other Comprehensive Income
|
Noncontrolling Interest
|
Total Stockholders' Equity
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Balance, July 31, 2020
|
199,632,803
|
$
|
199,633
|
$
|
47,732,350
|
$
|
(40,780,993
|
)
|
$
|
4,640,545
|
$
|
(344,699
|
)
|
$
|
11,446,836
|
|||||||||||||
Net loss for the three months ended October 31, 2020
|
-
|
-
|
-
|
(403,380
|
)
|
-
|
(255,071
|
)
|
(658,451
|
)
|
||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
346,380
|
203,417
|
549,797
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Balance, October 31, 2020
|
199,632,803
|
$
|
199,633
|
$
|
47,732,350
|
$
|
(41,184,373
|
)
|
$
|
4,986,925
|
$
|
(396,353
|
)
|
$
|
11,338,182
|
Six Months Ended October 31, 2020
|
||||||||||||||||||||||||||||
|
Number of Shares
|
Amount of Common Shares
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Accumulated Other Comprehensive Income
|
Noncontrolling Interest
|
Total Stockholders' Equity
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Balance, April 30, 2020
|
199,632,803
|
$
|
199,633
|
$
|
47,732,350
|
$
|
(40,118,394
|
)
|
$
|
4,557,898
|
$
|
-
|
$
|
12,371,487
|
||||||||||||||
Net loss for the six months ended October 31, 2020
|
-
|
-
|
-
|
(1,065,979
|
)
|
-
|
(648,299
|
)
|
(1,714,278
|
)
|
||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
429,027
|
251,946
|
680,973
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Balance, October 31, 2020
|
199,632,803
|
$
|
199,633
|
$
|
47,732,350
|
$
|
(41,184,373
|
)
|
$
|
4,986,925
|
$
|
(396,353
|
)
|
$
|
11,338,182
|
Three Months Ended October 31, 2019
|
||||||||||||||||||||||||
|
Number of Shares
|
Amount of Common Shares
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Accumulated Other Comprehensive Income
|
Total Stockholders' Equity
|
||||||||||||||||||
|
||||||||||||||||||||||||
Balance, July 31, 2019
|
199,632,803
|
$
|
199,633
|
$
|
37,681,279
|
$
|
(38,886,491
|
)
|
$
|
4,427,940
|
$
|
3,422,361
|
||||||||||||
Net income for the three months ended October 31, 2019
|
-
|
-
|
-
|
191,891
|
-
|
191,891
|
||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
(106,388
|
)
|
(106,388
|
)
|
||||||||||||||||
|
||||||||||||||||||||||||
Balance, October 31, 2019
|
199,632,803
|
$
|
199,633
|
$
|
37,681,279
|
$
|
(38,694,600
|
)
|
$
|
4,321,552
|
$
|
3,507,864
|
Six Months Ended October 31, 2019
|
||||||||||||||||||||||||
Number of Shares
|
Amount of Common Shares
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Accumulated Other Comprehensive Income
|
Total Stockholders' Equity
|
|||||||||||||||||||
|
||||||||||||||||||||||||
Balance, April 30, 2019
|
199,632,803
|
$
|
199,633
|
$
|
37,681,279
|
$
|
(38,503,256
|
)
|
$
|
4,159,381
|
$
|
3,537,037
|
||||||||||||
Net loss for the six months ended October 31, 2019
|
-
|
-
|
-
|
(191,344
|
)
|
-
|
(191,344
|
)
|
||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
162,171
|
162,171
|
||||||||||||||||||
|
||||||||||||||||||||||||
Balance, October 31, 2019
|
199,632,803
|
$
|
199,633
|
$
|
37,681,279
|
$
|
(38,694,600
|
)
|
$
|
4,321,552
|
$
|
3,507,864
|
||||||||||||
|
||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
|
- 4 -
SUNWIN STEVIA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2020
NOTE 1 - ORGANIZATION AND OPERATIONS
DESCRIPTION OF BUSINESS
Sunwin Stevia International, Inc. ("Sunwin Stevia International"), a Nevada corporation, and its subsidiaries are referred to in this report as "we", "us", "our", "Sunwin" or the "Company".
We sell stevioside, a natural sweetener, and other pharmaceutical productions, such as Metformin. 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 product lines:
|
-
|
|
Stevioside; and
|
|
-
|
|
Corporate and other.
|
For the six months ended October 31, 2020 and fiscal year 2020, our subsidiaries included in continuing operations and discontinued operations consisted of the following:
- Sunwin Stevia International;
- Sunwin USA, LLC ("Sunwin USA"), wholly owned by Sunwin Stevia International;
- Qufu Natural Green Engineering Co., Ltd. ("Qufu Natural Green"), wholly owned by Sunwin Stevia International;
- Qufu Shengren Pharmaceutical Co., Ltd. ("Qufu Shengren"), 100% owned by Qufu Natural Green. On April 30, 2020, the Company increased the total amount of capital of Qufu Shengren through a series
of debt transfer and conversion agreements with investors, ownership of Qufu Natural Green became 61%; (see Note 12)
- Qufu Shengwang Stevia Biology and Science Co., Ltd. ("Qufu Shengwang"), 100% owned by Qufu Natural Green. On July 30, 2019, Qufu Natural Green sold its 100% interest of Qufu Shengwang to a third
party; and
- Qufu Shengren Import and Export Co., Ltd. (“Qufu Shengren Import and Export”), wholly owned subsidiary of Qufu Shengren.
Qufu Shengren
In fiscal 2009, Qufu Natural Green acquired Qufu Shengren for $3,097,242. The purchase price was equal to the value of the assets of Qufu Shengren as determined by an independent asset appraisal in
accordance with asset appraisal principles in the PRC. Prior to being acquired by us, Qufu Shengren was engaged in the production and distribution of bulk drugs and pharmaceuticals. Subsequent to the acquisition, Qufu Shengren produces and
distributes steviosides with a full range of grades from rebaudioside-A 10 to 99.
Since fiscal 2018 we invested in a new production line for Metformin as one of the new product markets we intend to branch into. Metformin is the raw material of Metformin hydrochloride tablets.
Metformin is the first-line medication for the treatment of type 2 diabetes, particularly in people who are not satisfied with simple diet control, especially those with obesity and hyperinsulinemia. On July 10, 2019, our wholly owned subsidiary
Qufu Shengren entered into a management agreement with Ru Yuan, an unaffiliated individual (the "Contractor"), to contract out the operation of the Metformin production line.
In April 2020, management made the decision to increase the operating capital of Qufu Shengren from the original RMB 19,680,000 (approximately $2,800,000) to RMB 183,000,000 (approximately
$26,000,000); this will allow the Company to better focus on our Stevia operation and increase investment in our research and production.
Qufu Shengren Import and Export
On October 9, 2019, Qufu Shengren invested RMB2,000,000 (approximately $288,000) in a new entity, Qufu Shengren Import and Export Co., Ltd., (“Qufu Shengren Import and Export”), a Chinese limited
liability company, a 100% owned subsidiary of Qufu Shengren. Qufu Shengren Import and Export focuses on the export of our Stevia products, and the import and export of technology and other relevant products; we expect to increase operations in this
subsidiary in the near future.
- 5 -
Sunwin USA
In fiscal year 2009, we entered into a distribution agreement with WILD Flavors to assist our 55% owned subsidiary, Sunwin USA, in the marketing and worldwide distribution of our
stevioside-based sweetener products and issued WILD Flavors a 45% interest in Sunwin USA. In August 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 $1,625,874, which includes the issuance of 7,666,666 shares of our common stock valued at $1,533,333 and a cash payment of $92,541. The purchase included the product development and supply chain for OnlySweet.
Qufu Shengwang
In fiscal 2009, Qufu Natural Green acquired a 60% interest in Qufu Shengwang from its shareholder, Shandong Group, for $4,026,851. The purchase price represented 60% of the value of the net tangible
assets of Qufu Shengwang as of April 30, 2008. Shandong Group is owned by Laiwang Zhang, our President and Chairman of the Board of Directors. Qufu Shengwang manufactures and sells stevia - based fertilizers and feed additives.
On September 30, 2011, Qufu Shengwang purchased the 40% equity interest in Qufu Shengwang owned by our Korean partner, Korea Stevia Company, Limited, for $626,125 in cash, and as a result of this
repurchase transaction we now own 100% equity interest in all of the net assets of our subsidiary Qufu Shengwang. Therefore, the non-controlling interest of $2,109,028 in our balance sheet as of April 30, 2012 has been eliminated to reflect our 100%
interest in Qufu Shengwang.
On July 1, 2012, Qufu Shengwang entered into a 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 a 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 year 2014, 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 the fertilizer market.
On July 30, 2019, Qufu Shengwang was sold to an unaffiliated individual (see Note 4).
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include the accounts of Sunwin and all our wholly-owned subsidiaries and 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. All intercompany accounts and transactions have
been eliminated in consolidation.
These unaudited condensed consolidated interim financial statements should be read in conjunction with the financial statements and footnotes for the year ended April 30, 2020 included in our Form
10-K as filed with the SEC. The results of operations and cash flows for the six months ended October 31, 2020 are not necessarily indicative of the results of operations or cash flows which may be reported for future periods or the full fiscal year.
The condensed consolidated balance sheet as of April 30, 2020 contained herein has been derived from the audited consolidated financial statements as of April 30, 2020, but do not include all
disclosures required by the U.S. GAAP.
Our unaudited condensed consolidated financial statements include the accounts of Sunwin and all our wholly-owned subsidiaries included in continuing operations and discontinued operations. All
intercompany accounts and transactions have been eliminated in consolidation. Qufu Shengwang is the subsidiary with discontinued operations and our subsidiaries for continuing operations include the following:
- Qufu Natural Green;
- Qufu Shengren;
- Sunwin USA; and
- Qufu Shengren Import and Export
- 6 -
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 October 31, 2020, we held $340,817 of our cash and cash
equivalents with commercial banking institutions in the PRC, and $55,762 with banks in the United States. As of April 30, 2020, we held $1,054,090 of our cash and cash equivalents with commercial banking institution in PRC, and $83,830 in the United
States. PRC banks protect consumers against loss if their bank or thrift institution fails, and each of our PRC bank account is insured up to RMB500,000 (approximately $75,000), As a result, cash held in PRC financial institutions of $166,327 and
$946,274 is not insured as of October 31, 2020 and April 30, 2020, respectively. We have not experienced any losses in such bank accounts through October 31, 2020.
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 after exhaustive efforts on collection. As of October 31, 2020 and April 30, 2020, the allowance for
doubtful accounts was $78,774 and $74,665, respectively.
INVENTORIES
Inventories, consisting of raw materials, work in process, and finished goods related to our products, are stated at the lower of cost or estimated net realizable value that can be
estimated utilizing the weighted moving average method. A reserve is established when management determines that certain slow-moving inventories may be sold at below book value. These reserves are recorded based on estimates. As of October 31, 2020,
the Company did not record a reserve for slow-moving inventories. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record a write down of inventories for the difference
between the lower of cost or estimated net realizable value. As of October 31, 2020 and April 30, 2020, the Company wrote down inventories of $367,337 and $113,155, 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 two to thirty
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.
Included in property and equipment is construction-in-progress which consisted of factory improvements and machinery pending installation and included the costs of construction, machinery and
equipment, and or any interest charges arising from borrowings used to finance these assets during the period of construction or installation of the assets if applicable. No provision for depreciation is made on construction-in-progress until such
time as the relevant assets are completed and ready for their intended use.
LONG-LIVED ASSETS
In accordance with ASC 360, we review and evaluate our long-lived assets, including property and equipment, intangible assets, and land use rights, for
impairment or when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying
amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable
cash flows that are largely independent of future cash flows from other asset groups. Our estimates of future cash flows are based on numerous assumptions and it is possible that actual future cash flows will be significantly different than the
estimates. Based on our evaluation, we have determined certain long-lived assets that are no longer useful for our operations, and we recorded a loss on disposition of property and equipment of $0 and $19,842 at October 31, 2020 and April 30, 2020,
respectively.
- 7 -
FAIR VALUE OF FINANCIAL INSTRUMENTS
We 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 on behalf of the PRC tax authority. We record VAT that we billed our customers as VAT payable. In addition, we are
required to pay value added taxes on our primary purchases. We record VAT that is charged by our vendors as VAT receivable. We are required to file VAT return on a monthly basis with the PRC tax authority, in which we are entitled to claim the VAT
that we are charged by vendors as VAT credit and these credits can be applied to our VAT payable that we billed our customers. Accordingly, these VAT payable and receivable are presented as net amounts for financial statement purposes. Taxes payable
as of October 31, 2020 and April 30, 2020 amounted to $189,390 and $266,708, respectively, consisted primarily of VAT taxes.
REVENUE RECOGNITION
Pursuant to the guidance of ASC 606, we record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and
collectability is reasonably assured. The adoption of this guidance did not have a material impact on our unaudited condensed consolidated financial statements.
In accordance with ASC 606, we recognize revenues from the sale of stevia and other productions upon shipment and transfer of title based on the trade terms. All product sales with customer specific
acceptance provisions are recognized upon customer acceptance and the delivery of the products. We report revenues net of applicable sales taxes and related surcharges. The Company
determines revenue recognition through the following steps:
|
•
|
Identify the contract with a customer;
|
|
|
•
|
Identify the performance obligations in the contract;
|
|
|
•
|
Determine the transaction price;
|
|
|
•
|
Allocate the transaction price to the performance obligations in the contract; and
|
|
|
•
|
Recognize revenue when (or as) the entity satisfies a performance obligation.
|
|
The Company is also a lessor, which is an entity that is lease underlying asset to the third party, The Company’s lease revenue is recognized under ASC Topic 842, Leases, (“ASC 842”), which was
adopted on May 1, 2019. In general, the Company commences rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. The Company’s lease has been accounted for as
operating lease. Rental revenue is recognized on a straight-line basis over the terms of the lease of five years. Actual amounts billed in accordance with the lease during any given period may have been higher or lower than the amount of rental
revenue recognized for the period. The difference by which straight-line rental revenue exceeded rents billed in accordance with lease agreements is recorded as “accounts receivable”. The difference by which rents billed in accordance with lease
agreements exceeded straight-line rental revenue is recorded as “advances from customer”. The Company does not offset lease income and lease expense.
- 8 -
GRANT INCOME
Grants received from PRC government agencies are recognized as deferred grant income and recognized in the unaudited condensed 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 designated for.
INCOME TAXES
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") which requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between
financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are recorded to reduce the deferred tax assets to an amount that it
is more likely than not be realized.
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 October 31, 2020, 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 loss per common share is computed by dividing loss available to common shareholders by the weighted average number of shares of common stock outstanding for
the periods presented. Diluted 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 ours, subject to anti-dilution limitations. The following table presents a reconciliation of basic and diluted net income per common share:
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
||||||||||||||
Numerator:
|
||||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Net income (loss) attributable to Sunwin Stevia International, Inc.
|
$
|
(403,380
|
)
|
$
|
191,891
|
$
|
(1,065,979
|
)
|
$
|
(191,344
|
)
|
|||||
Net income (loss) from continuing operations
|
$
|
(403,380
|
)
|
$
|
191,891
|
$
|
(1,065,979
|
)
|
$
|
62,087
|
||||||
Net loss from discontinued operation
|
-
|
-
|
-
|
(253,431
|
)
|
|||||||||||
Denominator:
|
||||||||||||||||
Denominator for basic earnings per share - weighted average number of common shares outstanding
|
199,632,803
|
199,632,803
|
199,632,803
|
199,632,803
|
||||||||||||
Stock awards, options, and warrants
|
-
|
-
|
-
|
-
|
||||||||||||
Denominator for diluted earnings per share - adjusted weighted average outstanding average number of common shares outstanding
|
199,632,803
|
182,066,546
|
199,632,803
|
199,632,803
|
||||||||||||
Basic and diluted loss per common share:
|
||||||||||||||||
Net income (loss) from continuing operations - basic and diluted
|
$
|
(0.00
|
)
|
$
|
0.00
|
$
|
(0.01
|
)
|
$
|
0.00
|
||||||
Net loss from discontinued operations - basic and diluted
|
-
|
-
|
-
|
(0.00
|
)
|
|||||||||||
Net income (loss) per common share - basic and diluted
|
$
|
(0.00
|
)
|
$
|
0.00
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
- 9 -
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.
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 October 31, 2020
|
RMB 6.68 to $1.00
|
As of April 30, 2020
|
RMB 7.05 to $1.00
|
|
|
Six months ended October 31, 2020
|
RMB 6.94 to $1.00
|
Six months ended October 31, 2019
|
RMB 6.99 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 six months ended October 31, 2020 and 2019 included net loss and unrealized gains from foreign
currency translation adjustments.
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 costs were $71,129 and $339,401 for the three months ended October 31, 2020 and 2019, and $432,567 and $645,952 for the six months ended October 31, 2020 and 2019, respectively.
SHIPPING COSTS
Shipping costs are included in selling expenses and totaled $19,462 and $25,200 for the three months ended October 31, 2020 and 2019, and $35,978 and $48,095 for the six months ended October 31, 2020
and 2019, respectively.
ADVERTISING
Advertising is expensed as incurred and is included in selling expenses and totaled $40,443 and $208,896 for the three months ended October 31, 2020 and 2019, and $54,876 and $248,250 for the six months ended October 31, 2020 and
2019, respectively.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the current period presentation for amounts related to the discontinue operations (see Note 4). These reclassifications had no impact
on net earnings and financial position.
- 10 -
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU provides an exception to the general methodology for calculating income
taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account
for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for
accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes
the enactment date. The standard is effective for the Company for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its 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.
GOING CONCERN
Our unaudited condensed consolidated financial statements have been prepared assuming we will continue as a going concern. The Company has incurred recurring losses with a net loss of approximately
$1,714,000 for the six months ended October 31, 2020 and has a significant accumulated deficit of $41.2 million as of October 31, 2020. The Company's cash balance and revenues generated are not currently sufficient and cannot be projected to cover
operating expenses for the next twelve months from the date of this report. These factors raise doubt as to the ability of the Company to continue as a going concern. Management's plans include attempting to improve its business profitability, its
ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through debt and equity financings, and restructure on-going operations to eliminate inefficiencies to
raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be
predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.
The ability of the Company to continue as a going concern is dependent upon its ability to achieve profitable operations and raise additional capital. The accompanying unaudited condensed
consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amount or the amounts and classification of liabilities that may result should the Company be unable to continue as a
going concern.
NOTE 3 - NONCONTROLLING INTEREST
Noncontrolling interest on the consolidated balance sheets resulted from the consolidation of Shengren, a 61.3% owned subsidiary starting from April 30, 2020. An individual investor and Shandong
Yulong Mining Group Co., Ltd. (“Yulong”) hold 38.4% and 0.3% of the equity interest in Shengren effective at the end of date, April 30, 2020, respectively, pursuant to a series of debt transfer and conversion agreements entered into on April 30, 2020
between seven individual creditors and three suppliers, an individual investor with Yulong and Qufu Shengren. Noncontrolling interest amounted to a deficit of $396,353 as of October 31, 2020.
NOTE 4 - DISCONTINUED OPERATIONS
On July 30, 2019, Qufu Natural Green entered into an Asset Transfer Agreement with Na Li, an unaffiliated individual (the "Buyer") for the sale of 100% equity ownership of Qufu Shengwang. Pursuant
to the Asset Transfer Agreement, the Buyer shall pay to Qufu Natural Green a total cash consideration of RMB8,000,000 (approximately $1,163,000) based on the estimated net book value as of July 30, 2019. The Buyer assumed all assets and liabilities
of Qufu Shengwang including the amount Qufu Shengwang owes to Qufu Natural Green of approximately RMB26,000,000 (approximately $3,779,000), and Qufu Natural Green shall assist in completing all documents required for the equity transfer after
confirming the receipt of the first payment. The Company received the first installment of RMB5,000,000 on July 30, 2019, and received the second installment of RMB3,000,000 on August 20, 2019. The Buyer settled all liabilities of Qufu Shengwang
due to Natural Green by assuming the liabilities on behalf of Qufu Shengren in the amount of approximately RMB 26,000,000 (approximately $3,779,000) due to another third party.
The Company did not have assets and liabilities on discontinued operations in the Company's condensed consolidated financial statements as of October 31, 2020 and April 30, 2020. The following table
presents the results of discontinued operations in the three and six months ended October 31, 2020 and 2019:
- 11 -
|
Three Months Ended October 31,
|
Six Months Ended October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
|
||||||||||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
733,441
|
||||||||
Cost of revenues
|
-
|
-
|
-
|
572,357
|
||||||||||||
Gross profit
|
-
|
-
|
-
|
161,084
|
||||||||||||
Operating expenses
|
-
|
-
|
-
|
172,142
|
||||||||||||
Other income, net
|
-
|
-
|
-
|
8,958
|
||||||||||||
Loss before income taxes
|
-
|
-
|
-
|
20,016
|
||||||||||||
Income tax expense
|
-
|
-
|
-
|
-
|
||||||||||||
Loss from discontinued operations
|
-
|
-
|
-
|
20,016
|
||||||||||||
Loss from disposal, net of taxes
|
-
|
-
|
-
|
960
|
||||||||||||
Loss from sales of subsidiary
|
-
|
-
|
-
|
232,455
|
||||||||||||
Total loss from discontinued operations
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
253,431
|
For the six months ended October 31, 2020 and 2019, loss from discontinued operations amounted to $0 and $20,016. The Company realized a loss of $233,415 from the disposal of 100% equity of Qufu
Shengwang, which was reflected as loss from sale of discontinued operations on the condensed consolidated statement of operations for the three months ended October 31, 2019.
NOTE 5 - INVENTORIES
As of October 31, 2020 and April 30, 2020, inventories consisted of the following:
|
October 31, 2020
|
April 30, 2020
|
||||||
|
(unaudited)
|
|||||||
Raw materials
|
$
|
3,722,426
|
$
|
4,676,361
|
||||
Work in process
|
5,303,804
|
3,235,156
|
||||||
Finished goods
|
6,302,651
|
4,962,980
|
||||||
|
15,328,881
|
12,874,497
|
||||||
Less: reserve for obsolete inventory
|
-
|
-
|
||||||
Total inventories, net
|
$
|
15,328,881
|
$
|
12,874,497
|
NOTE 6 - PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets as of October 31, 2020 and April 30, 2020 totaled $960,832 and $693,552, respectively. As of October 31, 2020, prepaid expenses and other current assets
includes $758,087 prepayments to suppliers for merchandise that had not been shipped to us and services that had not been provided to us, and $202,745 for business related employees' advances. As of April 30, 2020, prepaid expenses and other current
assets includes $510,723 prepayments to suppliers for merchandise that had not been shipped to us and services that had not been provided to us and $182,829 for business related employees' advances.
NOTE 7 - PROPERTY AND EQUIPMENT
As of October 31, 2020 and April 30, 2020, property and equipment consisted of the following:
|
October 31, 2020
|
April 30, 2020
|
|||||||
Estimated Life
|
(unaudited)
|
||||||||
Office equipment
|
3-15 Years
|
$
|
478,408
|
$
|
394,019
|
||||
Auto and trucks
|
2-10 Years
|
618,634
|
586,364
|
||||||
Manufacturing equipment
|
2-15 Years
|
7,203,540
|
6,559,726
|
||||||
Buildings
|
5-30 Years
|
9,788,820
|
9,248,227
|
||||||
Construction in process
|
|
16,411
|
7,834
|
||||||
|
|
18,105,813
|
16,796,170
|
||||||
Less: accumulated depreciation
|
|
(8,980,217
|
)
|
(7,894,622
|
)
|
||||
Total property and equipment, net
|
|
$
|
9,125,596
|
$
|
8,901,548
|
- 12 -
For the three months ended October 31, 2020 and 2019, depreciation expense totaled $322,121 and $297,357, of which $298,290 and $264,745 were included in cost of revenues, respectively, and of which
$23,831 and $32,612 were included in general and administrative expenses, respectively. For the six months ended October 31, 2020 and 2019, depreciation expense totaled $626,560 and $568,345, of which $581,013 and $497,332 was included in cost of
revenues, respectively, and of which $45,547 and $71,013 were 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 8 - RELATED PARTY TRANSACTIONS
Accounts receivable - related party and revenue - related party
As of October 31, 2020 and April 30, 2020, $1,458,545 and $3,034,365 in accounts receivable - related party, respectively, were related to sales of products to Qufu Shengwang Import and Export Co.,
Ltd. ("Qufu Shengwang Import and Export"), a Chinese entity owned by our Chairman, Mr. Laiwang Zhang. For the three months ended October 31, 2020 and 2019, we recorded revenue - related party and cost of revenue – related party of $502,695 and
$2,314,666, and $546,254 and $2,068,261, respectively, from Qufu Shengwang Import and Export. For the six months ended October 31, 2020 and 2019, we recorded revenue - related party and cost of revenue – related party of $2,254,518 and $4,098,559,
$2,155,762 and $3,716,500, respectively, from Qufu Shengwang Import and Export.
Due to related parties
From time to time, we receive advances from related parties and advance funds to related parties for working capital purposes. In the six months ended October 31, 2020 and 2019, we received advances
from related parties for working capital that totaled $7,538,516 and $3,813,512, respectively, and we repaid to related parties a total of $7,755,243 and $3,795,447, respectively.
In the three months ended October 31, 2020 and 2019, interest expense related to due to related parties amounted to $4,867 and $28,359, and six months ended October 31, 2020 and 2019, interest
expense related to due to related parties amounted to $21,674 and $64,100, respectively, which were included in interest expense in the accompanying condensed consolidated statements of operations and comprehensive loss, and in connection with the
advances of RMB5,000,000 (approximately $717,000) and RMB8,000,000 (approximately $1,147,000) from Shangdong Shengwang Pharmaceutical Co., Ltd. ("Pharmaceutical Corporation"), a Chinese entity owned by our Chairman, Mr. Laiwang Zhang. These advances
bear interest at the rate of 7.0% and 6.3% per annum, respectively. On December 12, 2019 and August 9, 2020, we repaid in full amount of the above advance of RMB8,000,000 and RMB5,000,000 with accrued interests, respectively.
On September 23, 2019, the Company borrowed a one-year loan of RMB1,221,000 (approximately $175,000) from Weidong Cai, a management member of Qufu Shengren, bearing an annual interest rate of 10%. On
September 23, 2020, the parties extended the loan for another year, under the same terms and conditions, reclassified unpaid interest payable to the principal of this loan, resulting in an increase of principal from RMB1,221,000 (approximately
$175,000) to RMB1,343,100 (approximately $201,000).
As of October 31, 2020, the balance we owed Pharmaceutical Corporation, Qufu Shengwang Import and Export and Mr. Weidong Chai amounted to $3,418,493, $1,471,087, and $204,681, respectively. On April
30, 2020, the balance we owed to Pharmaceutical Corporation, Qufu Shengwang Import and Export and Mr. Weidong Chai amounted to $3,981,915, $906,879, and $183,657, respectively.
As of October 31, 2020 and April 30, 2020, balance due to related party activities consisted of the following:
|
Shandong Shengwang Pharmaceutical
Co., Ltd.
|
Qufu
Shengwang
Import and Export Co., Ltd.
|
Mr. Wedong Chai
|
Total
|
||||||||||||
Balance due to related parties, April 30, 2020
|
$
|
3,981,915
|
$
|
906,879
|
$
|
183,657
|
$
|
5,072,451
|
||||||||
Working capital advances from related parties
|
289,875
|
7,237,415
|
11,226
|
7,538,516
|
||||||||||||
Repayments
|
(1,042,920
|
)
|
(6,711,603
|
)
|
(720
|
)
|
(7,755,243
|
)
|
||||||||
Effect of foreign currency exchange
|
189,623
|
38,396
|
10,518
|
238,537
|
||||||||||||
Balance due to related parties, October 31, 2020
|
$
|
3,418,493
|
$
|
1,471,087
|
$
|
204,681
|
$
|
5,094,261
|
- 13 -
NOTE 9 - OPERATING LEASE
On July 10, 2019, we entered into the Metformin Production Line Operation Management Agreement (the “Agreement”) with Ru Yuan, an unaffiliated individual, to contract out the Metformin production
line which was built by the Company. Under the terms of this agreement, Ru Yuan's (“lessee”) lease includes the fixed assets of Metformin production line including buildings, manufacturing equipment and construction in process. The lessee will pay to
Qufu Shengren an annual contract fee of RMB3,000,000 (approximately $436,000) in July every year. On August 1, 2019, the Company (“lessor”) signed an addendum for Agreement with lessee to clarify the term of lease for five years, with conditional
renewal options and the Company has the right to monitor operating and provide maintenance service for the underlying assets of the Metformin production line. The Company also has the right to terminate the Agreement if lessee fails to make payment
timely. Under our analysis with the new lease standard, this lease agreement is classified as a cancellable operating lease. The Company received a total amount of RMB3,000,000 lease payment and the lease deposit of RMB1,000,000 as guarantee in 2019.
The Company received the second year's lease payment of RMB3,000,000 in August 2020. The Company recorded revenues of $100,809 and $107,114 from this operating lease in the three months ended October
31, 2020 and 2019, and the Company recorded revenues of $198,201 and $112,251 from this operating lease in the six months ended October 31, 2020 and 2019.
NOTE 10 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses included the following as of October 31, 2020 and April 30, 2020:
Account
|
October 31,
2020
|
April 30,
2020
|
||||||
|
(unaudited)
|
|||||||
Accounts payable
|
$
|
7,206,899
|
$
|
6,443,200
|
||||
Advanced from customers
|
388,835
|
172,512
|
||||||
Accrued salary payable
|
105,755
|
142,199
|
||||||
Tax payable
|
189,390
|
266,708
|
||||||
Other payable*
|
2,149,696
|
1,508,512
|
||||||
Total accounts payable and accrued expenses
|
$
|
10,040,575
|
$
|
8,533,131
|
* As of on October 31, 2020, other payables consists of general liability, worker's compensation, and medical insurance payable of $413,789, consulting fee payable of $220,065, union and education
fees payable of $132,724, interest payables for short-term loans of $106,235, safety production fund payable of $199,540, advances from the employees of $118,187, security deposit for sub-contractor of $149,671 and other miscellaneous payables of
$809,484. As of April 30, 2020, other payables consists of general liability, worker's compensation, and medical insurance payable of $409,811, consulting and service fee payable of $256,304, union and education fees payable of $125,800, interest
payables for short-term loans of $129,976, safety production fund payable of $140,274, advances from the employees of $98,775, deposit for operating lease of $141,864 and other miscellaneous payables of $205,708.
NOTE 11 -LOAN PAYABLE
Short-term loan payable
Short-term loans are obtained from various individual lenders that are due within one year for working capital purpose. These loans are unsecured and can be renewed with 10 days advance notice prior
to maturity date. As of October 31, 2020 and April 30, 2020, short-term loans consisted of the following:
- 14 -
|
October 31,
2020
|
April 30,
2020
|
||||||
|
(unaudited)
|
|||||||
Loan from Min Wu, an employee of Qufu Shengren, due on October 5, 2021, with an annual interest rate of 10%, renewed at October 6, 2020.
|
$
|
32,928
|
$
|
31,210
|
||||
Loans from Jianjun Yan, non-related individual, due on October 6, 2021, with an annual interest rate of 10%, renewed at on October 7, 2020.
|
1,458,289
|
1,256,562
|
||||||
Loan from Jianjun Yan, non-related individual, due on March 31, 2021, with annual interest rate of 4%, renewed at April 1, 2020, and partially repaid approximately $504,000 in July 2020.
|
745,319
|
1,202,965
|
||||||
Loan from Junzhen Zhang, non-related individual, due on October 5, 2021, with an annual interest rate of 10%, renewed at October 6, 2020, and accrued interest converted into debt principal.
|
26,342
|
22,698
|
||||||
Loan from Jian Chen, non-related individual, due on January 27, 2021 and April 11, 2021, bearing an annual interest rate of 10%, with the principal amount of RMB770,000 ($109,236) and RMB440,000 ($62,420), renewed on January 27, 2020 and
April 11, 2020, respectively. The Company repaid off these loans and accrued interest to him in July 2020.
|
-
|
171,656
|
||||||
Loan from Qing Kong, non-related individual, due on March 6, 2021, with an annual interest rate of 10%, renewed on March 7, 2020.
|
86,809
|
82,281
|
||||||
Loan from Qing Kong, non-related individual, due on January 8, 2021, with an annual interest rate of 10%, renewed on January 9, 2020.
|
36,220
|
34,331
|
||||||
Loan from Guihai Chen, non-related individual, due on March 9, 2021, with an annual interest rate of 10%, renewed on March 10, 2020.
|
21,702
|
20,570
|
||||||
Loan from Guihai Chen, non-related individual, due on September 20, 2021, with an annual interest rate of 10%, renewed at September 21, 2020, and accrued interest converted into debt principal.
|
36,220
|
31,210
|
||||||
Loan Weifeng Kong, non-related individual, due on November 28, 2020, with an annual interest rate of 10%, renewed on November 29, 2019. (see more on Note 15)
|
29,934
|
28,373
|
||||||
Loan from Huagui Yong, non-related individual, due on April 8, 2021, with an annual interest rate of 6.3% at April 9, 2020.
|
74,836
|
70,932
|
||||||
Loan from Guohui Zhang, non-related individual, due on January 16, 2021, with an annual interest rate of 4% at January 17, 2020.
|
449,014
|
425,592
|
||||||
Total short-term loan payable
|
$
|
2,997,613
|
$
|
3,378,380
|
For the three and six months ended October 31, 2020 and 2019, interest expense related to short-term loans amounted to $47,413 and $92,559, and $109,944 and $237,346, respectively, which were
included in interest expense in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.
NOTE 12 - STOCKHOLDERS' EQUITY.
As of October 31, 2020, we are authorized to issue 200,000,000 shares of common stock. We had 199,632,803 shares issued and outstanding as of October 31, 2020 and April 30, 2020.
In April 2020, management made the decision to increase the operating capital of Qufu Shengren from the original RMB 19,680,000 (approximately $2,800,000) to RMB 183,000,000 (approximately
$26,000,000), this will allow the Company to better focus on our Stevia operation and increase investment in our research and production. The increase of capital will come from additional funding of RMB 92,470,000 (approximately $13,100,000) from
Qufu Natural Green, and RMB 70,850,000 (approximately $10,000,000) debt to equity conversion of multiple creditors. On April 30, 2020, seven individual creditors and three suppliers, an individual investor and Qufu Shengren entered into a series of
debt transfer and conversion agreements, the individual creditors and suppliers agreed to transfer the full amount of their receivable, including principal and interest due from Qufu Shengren, at full value, to the individual investor. The individual
investor then converted the full amount of the debts into equity and transferred a part of that equity to Shangdong Yulong Mining Group Co., Ltd. ("Yulong"). The individual investor and Yulong became minority shareholders of Qufu Shengren as of April
30, 2020, accounting for 38.4% and 0.3%, respectively.
- 15 -
NOTE 13 - SEGMENT INFORMATION
The following information is presented in accordance with ASC Topic 280, "Segment Reporting", for the three and six months ended October 31, 2020 and 2019; we accounted for two reportable business
segments - (1) natural sweetener (stevioside), and (2) corporate and other pharmaceutical. 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 six months ended October 31, 2020 and 2019 is as follows:
|
Three Months Ended October 31,
|
Six Months Ended October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Revenues:
|
||||||||||||||||
Stevioside - third parties
|
$
|
3,830,340
|
4,768,613
|
9,020,803
|
9,296,279
|
|||||||||||
Stevioside - related parties
|
502,695
|
2,314,666
|
2,254,518
|
4,098,559
|
||||||||||||
Total Stevioside
|
4,333,035
|
7,083,279
|
11,275,321
|
13,394,838
|
||||||||||||
|
||||||||||||||||
Corporate and other – third party
|
100,809
|
78,302
|
198,201
|
656,818
|
||||||||||||
Corporate and other – related party
|
-
|
-
|
-
|
-
|
||||||||||||
Total Corporate and other
|
100,809
|
78,302
|
198,201
|
656,818
|
||||||||||||
Total segment and consolidated revenues
|
$
|
4,433,844
|
7,161,581
|
11,473,522
|
14,051,656
|
|
Three Months Ended October 31,
|
Six Months Ended October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
Interest (expense) income:
|
||||||||||||||||
Stevioside
|
$
|
(52,018
|
)
|
$
|
(120,734
|
)
|
$
|
(131,125
|
)
|
$
|
(301,178
|
)
|
||||
Corporate and other
|
-
|
-
|
-
|
-
|
||||||||||||
Total segment and consolidated interest expense
|
$
|
(52,018
|
)
|
$
|
(120,734
|
)
|
$
|
(131,125
|
)
|
$
|
(301,178
|
)
|
||||
Depreciation and amortization:
|
||||||||||||||||
Stevioside
|
$
|
266,078
|
$
|
253,500
|
$
|
519,854
|
$
|
487,523
|
||||||||
Corporate and other
|
56,042
|
43,857
|
106,706
|
80,822
|
||||||||||||
Total segment and consolidated depreciation and amortization
|
$
|
322,120
|
$
|
297,357
|
$
|
626,560
|
$
|
568,345
|
||||||||
Income (loss) from continuing operations before income taxes:
|
||||||||||||||||
Stevioside
|
$
|
(705,674
|
)
|
$
|
203,668
|
$
|
(1,769,927
|
)
|
$
|
38,596
|
||||||
Corporate and other
|
47,223
|
(11,777
|
)
|
55,649
|
23,491
|
|||||||||||
Total consolidated income (loss) from continuing operations before income taxes
|
$
|
(658,451
|
)
|
$
|
191,891
|
$
|
(1,714,278
|
)
|
$
|
62,087
|
October 31,
2020 |
April 30,
2020 |
|||||||
Segment property and equipment:
|
||||||||
Stevioside
|
$
|
7,211,452
|
$
|
6,976,153
|
||||
Corporate and other
|
1,914,144
|
1,925,395
|
||||||
Total property and equipment
|
$
|
9,125,596
|
$
|
8,901,548
|
- 16 -
NOTE 14 - CONCENTRATIONS AND CREDIT RISK
(i) Customer Concentrations
For the three and six months ended October 31, 2020 and 2019, customers accounting for 10% or more of the Company's revenue were as follows:
|
|
For the three months ended October 31,
|
|
|
For the six months ended October 31,
|
|
||||||||||
Customer
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
||||
A (1)
|
|
|
11.3
|
%
|
|
|
32.3
|
%
|
|
|
19.6
|
%
|
|
|
29.2
|
%
|
B
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
|
10.9
|
%
|
|
C
|
|
|
*
|
|
|
*
|
|
|
|
25.7
|
%
|
|
|
*
|
|
|
D
|
10.9
|
%
|
-
|
10.4
|
%
|
-
|
(1) Qufu Shengwang Import and Export Co., Ltd is a related party.
* Less than 10%.
(ii) Vendor Concentrations
For the three and six months ended October 31, 2020 and 2019, suppliers accounting for 10% or more of the Company's purchase were as follows:
|
|
For the three months ended October 31,
|
|
|
For the six months ended October 31,
|
|
||||||||||
Supplier
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
||||
A
|
|
|
-
|
|
|
29.1
|
%
|
|
|
*
|
|
|
23.9
|
%
|
||
B
|
|
|
-
|
|
|
16.3
|
%
|
|
|
*
|
|
|
17.4
|
%
|
||
C
|
|
|
-
|
|
|
25.9
|
%
|
|
|
-
|
|
|
13.7
|
%
|
||
D
|
|
|
33.5
|
%
|
|
|
11.7
|
%
|
|
|
24.6
|
%
|
|
|
11.3
|
%
|
E
|
20.3
|
%
|
*
|
24.3
|
%
|
*
|
||||||||||
F
|
18.2
|
%
|
-
|
10.6
|
%
|
-
|
*
|
Less than 10%.
|
(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. As of October 31, 2020 and April 30, 2020, we had $340,817 and $1,054,090 of cash balance held in PRC banks, respectively. PRC banks protect consumers against loss if their bank or thrift institution
fails, and each of our PRC bank accounts is insured up to RMB500,000 (approximately $75,000). As a result, cash held in PRC financial institutions of $166,327 and $946,274 are not insured as of October 31, 2020 and April 30, 2020. We have not
experienced any losses in such accounts through October 31, 2020. Our cash position by geographic area was as follows:
Country:
|
|
October 31, 2020
|
|
|
April 30, 2020
|
|
||||||||||
United States
|
|
$
|
55,762
|
|
|
|
14.1
|
%
|
|
$
|
83,830
|
|
|
|
7.4
|
%
|
China
|
|
|
340,817
|
|
|
|
85.9
|
%
|
|
|
1,054,090
|
|
|
|
92.6
|
%
|
Total cash and cash equivalents
|
|
$
|
396,579
|
|
|
|
100.00
|
%
|
|
$
|
1,137,920
|
|
|
|
100.00
|
%
|
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.
NOTE 15 - SUBSEQUENT EVENTS
On November 29, 2020, we renewed the RMB200,000 ($29,934) loan from Weifeng Kong, a non-related individual, with an annual interest rate of 10% and the new
due date will be November 28, 2021.
- 17 -
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 2020 Annual Report
on Form 10-K for fiscal year ended April 30, 2020.
OVERVIEW
We sell stevioside, a natural sweetener. Stevioside is a natural zero calorie sweetener extracted from the leaf of the stevia plants. 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
|
|
-
|
|
Corporate and other.
|
Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has a significant accumulated deficit
and incurred recurring losses. The Company's cash balance and revenues generated are not currently sufficient and cannot be projected to cover operating expenses for the next twelve months from the date of this report. These factors raise doubt as to
the ability of the Company to continue as a going concern. Management's plans include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis,
obtain additional working capital funds through debt and equity financings, and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the
date of this report. Management intends to make every effort to improve its current sales forecast to further develop and expand the international markets for its new products as well as continuing with the current sources of funds to meet working
capitals needs on as needed basis. There can be no assurance that these plans and arrangements will be successful.
The ability of the Company to continue as a going concern is dependent upon its ability to achieve profitable operations and raise additional capital. The accompanying unaudited condensed
consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amount or the amounts and classification of liabilities that may result should the Company be unable to continue as a
going concern.
Recent Developments
Sunwin Stevia has approximately 1,300 metric tons of manufacturing capacity per year to produce various specifications of stevia extracts. With these manufacturing facilities, Sunwin Stevia is able
to deliver stevia products containing Rebaudioside A in a range of 50% to 99% with a format of powder, granular, or tablet; as well as Rebaudioside B, Rebaudioside D, Rebaudioside M and enzyme treated stevia
products. In 2020, we have made technical upgrades on our enzyme treated stevia production line, improving the production process of our enzyme treated stevia products.
In April 2020, management made the decision to increase the operating capital of Qufu Shengren from the original RMB 19,680,000 (approximately $2,800,000) to RMB 183,000,000 (approximately
$26,000,000), this will allow for the Company to better focus on our Stevia operation and increase investment to our research and production. The increase of capital will come from additional funding of RMB 92,470,000 (approximately $13,100,000) from
Qufu Natural Green, and RMB 70,850,000 (approximately $10,000,000) debt to equity conversion of multiple creditors. On April 30, 2020, seven individual creditors and three suppliers, an individual investor and Qufu Shengren entered into a series of
debt transfer and conversion agreements, the individual creditors and suppliers agreed to transfer the full amount of their receivable, including principal and interest due from Qufu Shengren, at full value, to the individual investor. The individual
investor then converted the full amount of the debts into equity and transferred a part of that equity to Shangdong Yulong Mining Group Co., Ltd. ("Yulong"). The individual investor and Yulong became minority shareholders of Qufu Shengren as of April
30, 2020, accounting for 38.4% and 0.3%, respectively.
We believe this addition in capital will greatly benefit our stevia product development, manufacturing, and marketing effort. With the increased capital, we will be able to focus more on our
technology advancements, improvement in manufacturing process and increase our production capacity.
- 18 -
Impact of COVID-19 Pandemic on the Company’s Operations
Since early 2020, the epidemic of the novel strain of coronavirus (COVID-19) (the “COVID-19 pandemic”) has spread across China and other countries, and has adversely affected businesses and economic
activities in the first quarter of 2020 and beyond. The Company followed the restrictive measures implemented in China, by suspending onsite operation in January, 2020 and having employees work remotely until late March 2020, when the Company
assessed the situation and started to gradually resume normal operation at areas deemed safe while implementing effective health measures. Consequently, the COVID-19 pandemic may adversely affect the Company’s business operations, financial condition
and operating results for 2020, including but not limited to material negative impact to the Company’s total revenues, production capability, ability to conduct marketing and sales, and slower collection of accounts receivables. As of October 2020,
we have been able to resume some of our manufacturing operations, however, our sales and promotional efforts as still severely impacted by the global pandemic. We are able to maintain certain income from previous existing orders and finished
products, however, we anticipate significant economic impact related to COVID-19. Due to the high uncertainty of the evolving situation, the Company has limited foresight on the full impact brought upon by the COVID-19 pandemic and the related
financial impact cannot be estimated at this time.
We are monitoring the global outbreak and spread of COVID-19 and taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business (including but not limited to
our employees, customers, and other business partners) posed by its spread and the governmental and community reactions thereto. We continue to assess and update our business continuity plans in the context of this pandemic, including taking steps
in an effort to help keep our workforces healthy and safe. The spread of COVID-19 has caused us to modify our business practices (including warehouse and production procedures, employee travel, employee work locations in certain cases, and
cancellation of physical participation in certain meetings, events and conferences), and we expect to take further actions as may be required or recommended by government authorities or as we determine are in the best interests of our employees,
customers and other business partners. We are also working with our suppliers to understand the existing and future negative impacts, and to take actions in an effort to mitigate such impacts.
OUR PERFORMANCE
Our revenues totaled approximately $4,434,000 during the three months ended October 31, 2020, a decrease of 38.1%, as compared with the same period in 2019, and our gross margin decreased to (2.3)%
from 20.6%. Our total operating expenses in the three months ended October 31, 2020 decreased by approximately $624,000, or 55.5% compared to the same period in 2019 primarily due to a decrease of approximately $246,000, or 49.0% in selling expense,
a decrease of approximately $109,000, or 38.8% in general and administrative expense, and a decrease of approximately $268,000, or 79.0% in research and development expenses. Our net loss from continuing operations for the three months ended October
31, 2020 was approximately $658,000, compared to a net income from continuing operations of $192,000 in three months ended October 31, 2019.
Our revenues totaled approximately $11,474,000 during the six months ended October 31, 2020, a decrease of 18.3%, as compared with the same period in 2019, and our gross margin decreased to 0.5% from
18.5%. Our total operating expenses in the six months ended October 31, 2020 decreased by approximately $562,000, or 25.4% compared to the same period in 2019 primarily due to a decrease of approximately $310,000, or 35.3% in selling expense, a
decrease of approximately $39,000, or 5.6% in general and administrative expense, and a decrease of approximately $213,000, or 33.0% in research and development expenses. Our net loss from continuing operations for the six months ended October 31,
2020 was approximately $1,714,000, compared to a net income from continuing operations of $62,000 in six months ended October 31, 2019.
Our Outlook
We believe that there are significant opportunities for worldwide growth in our Stevioside segment, not only in the U.S. and EU markets but also in our domestic market. For the fiscal year ended
April 30, 2020 and beyond, we will continue to focus on our core business of producing and selling stevioside series products.
Currently there is a world-wide movement of lowering sugar intake, and more and more consumers are becoming aware of the health benefits associated with reduction of sugar intake. According to
research data, 40% of Chinese consumers stated that they “will not mind paying more for food and beverages with more natural ingredients" and 80% of the interview consumers express a goal of "having a healthier diet". We believe that, in this search
of a more natural and healthy diet and lifestyle, natural sweeteners such as stevia will become the mainstream sweetener in the food and beverage markets.
- 19 -
Some of the recent favorable observations related to the stevia markets in fiscal 2020 include:
|
-
|
|
Chinese domestic food and beverages, particularly herbal tea manufacturers and the pharmaceutical industry, have increased the use of steviosides, and new health awareness trends have also resulted in some new governing laws supporting the
growth of this industry;
|
|
-
|
|
Southeast and South Asia have renewed and increased their interest in stevia, particularly high grade stevia;
|
|
-
|
|
New global product launches mentioning stevia have increased 13% per year on average from 2014 to 2018; and
|
|
-
|
|
Stevia has been growing in popularity in the last 10 years throughout all the global markets.
|
Meanwhile, we are also facing challenges in competitive pricing and raw materials for the fiscal years ended April 30, 2020 and 2019, as well as negative impact from the global COVID-19 pandemic.
During the fiscal years ended April 30, 2020, the market prices of stevioside products continue to be impacted by strong price competition among Chinese manufacturers. With this being a product gaining large market shares in China, in the recent
years we have seen many competitors entering the market. These new competitors use lower pricing as their effort to gain market share as they initially entering the market, thus driving down the average prices for stevia products. We expect the
pressure from pricing competition to continue in fiscal 2021. We anticipate the price of stevia leaves, the raw material used to produce our stevioside series products, will also continue to increase in fiscal 2021 since the demand for raw material
may increase as the market grows, while the production of the raw material experiences negative impact due to the global pandemic.
We intend to make adjustments internally in order to better operate in this market; our goal is to increase sales and develop new client bases through our marketing effort, decrease our production
expenses while maintaining the stability and quality of our products, and decrease our overall expenditures. We believe while there are challenges and risks in this market, our high quality high grade product and the formulations developed by our
internal research and development team differentiates us from other competitors and our efforts will lead to sustainable growth in the future.
RESULTS OF OPERATIONS
The following table summarizes our results from operations for the three month periods ended October 31, 2020 and 2019. The percentages represent each line item as a percent of revenues:
For the Three Months ended October 31, 2020
|
||||||||||||||||||||||||
|
Stevioside
|
Corporate and Other
|
Consolidated
|
|||||||||||||||||||||
Revenues
|
$
|
4,333,035
|
100.0
|
%
|
$
|
100,809
|
100.0
|
%
|
$
|
4,433,844
|
100.0
|
%
|
||||||||||||
Cost of goods sold
|
4,481,914
|
103.4
|
%
|
54,605
|
54.2
|
%
|
4,537,956
|
102.3
|
%
|
|||||||||||||||
Gross profit
|
(150,316
|
)
|
(3.5
|
)%
|
46,204
|
45.8
|
%
|
(104,112
|
)
|
(2.3
|
)%
|
|||||||||||||
Selling expenses
|
255,990
|
5.9
|
%
|
576
|
0.6
|
%
|
256,566
|
5.8
|
%
|
|||||||||||||||
General and administrative expenses
|
173,979
|
4.0
|
%
|
(1,595
|
)
|
(1.6
|
)%
|
172,384
|
3.9
|
%
|
||||||||||||||
Research and development expenses
|
71,129
|
1.6
|
%
|
-
|
-
|
71,129
|
1.6
|
%
|
||||||||||||||||
Loss from operations
|
(651,414
|
)
|
(15.0
|
)%
|
47,223
|
46.8
|
%
|
(604,191
|
)
|
(13.6
|
)%
|
|||||||||||||
Other expenses
|
(54,260
|
)
|
(1.3
|
)%
|
-
|
-
|
(54,260
|
)
|
(1.2
|
)%
|
||||||||||||||
(Loss) income from continuing operations before income taxes
|
$
|
(705,674
|
)
|
(16.3
|
)%
|
$
|
47,223
|
46.8
|
%
|
$
|
(658,451
|
)
|
(14.9
|
)%
|
For the Three Months ended October 31, 2019
|
||||||||||||||||||||||||
|
Stevioside
|
Corporate and Other
|
Consolidated
|
|||||||||||||||||||||
Revenues
|
$
|
7,083,279
|
100.0
|
%
|
$
|
78,302
|
100.0
|
%
|
$
|
7,161,581
|
100.0
|
%
|
||||||||||||
Cost of goods sold
|
5,648,003
|
79.7
|
%
|
39,139
|
50.0
|
%
|
5,687,142
|
79.4
|
%
|
|||||||||||||||
Gross profit
|
1,435,276
|
20.3
|
%
|
39,163
|
50.0
|
%
|
1,474,439
|
20.6
|
%
|
|||||||||||||||
Selling expenses
|
502,773
|
7.1
|
%
|
-
|
-
|
502,773
|
7.0
|
%
|
||||||||||||||||
General and administrative expenses
|
273,733
|
3.9
|
%
|
8,000
|
10.2
|
%
|
281,733
|
3.9
|
%
|
|||||||||||||||
Research and development expenses
|
339,401
|
4.8
|
%
|
-
|
-
|
339,401
|
4.7
|
%
|
||||||||||||||||
Income from operations
|
319,369
|
5.5
|
%
|
31,163
|
39.8
|
%
|
350,532
|
4.9
|
%
|
|||||||||||||||
Other expenses
|
(115,701
|
)
|
(1.6
|
)%
|
(42,940
|
)
|
(54.8
|
)%
|
(158,641
|
)
|
(2.2
|
)%
|
||||||||||||
Income (loss) from continuing operation before income taxes
|
$
|
203,668
|
2.9
|
%
|
$
|
(11,777
|
)
|
(15.0
|
)%
|
$
|
191,891
|
2.7
|
%
|
- 20 -
The following table summarizes our results from operations for the six month periods ended October 31, 2020 and 2019.
For the Six Months ended October 31, 2020
|
||||||||||||||||||||||||
|
Stevioside
|
Corporate and Other
|
Consolidated
|
|||||||||||||||||||||
Revenues
|
$
|
11,275,321
|
100.0
|
%
|
$
|
198,201
|
100.0
|
%
|
$
|
11,473,522
|
100.0
|
%
|
||||||||||||
Cost of goods sold
|
11,303,750
|
100.3
|
%
|
106,706
|
53.8
|
%
|
11,410,456
|
99.5
|
%
|
|||||||||||||||
Gross profit
|
(28,429
|
)
|
(0.3
|
)%
|
91,495
|
46.2
|
%
|
63,066
|
0.5
|
%
|
||||||||||||||
Selling expenses
|
566,905
|
5.0
|
%
|
576
|
0.3
|
%
|
567,481
|
4.9
|
%
|
|||||||||||||||
General and administrative expenses
|
610,290
|
5.4
|
%
|
35,270
|
17.8
|
%
|
645,560
|
5.6
|
%
|
|||||||||||||||
Research and development expenses
|
432,567
|
3.8
|
%
|
-
|
-
|
432,567
|
3.8
|
%
|
||||||||||||||||
Income (loss) from operations
|
(1,638,191
|
)
|
(14.5
|
)%
|
55,649
|
28.1
|
%
|
(1,582,542
|
)
|
(13.8
|
)%
|
|||||||||||||
Other expenses
|
(131,736
|
)
|
(1.2
|
)%
|
-
|
-
|
(131,736
|
)
|
(1.1
|
)%
|
||||||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
(1,769,927
|
)
|
(15.7
|
)%
|
$
|
55,649
|
28.1
|
%
|
$
|
(1,714,278
|
)
|
(14.9
|
)%
|
For the Six Months ended October 31, 2019
|
||||||||||||||||||||||||
|
Stevioside
|
Corporate and Other
|
Consolidated
|
|||||||||||||||||||||
Revenues
|
$
|
13,394,838
|
100.0
|
%
|
$
|
656,818
|
100.0
|
%
|
$
|
14,051,656
|
100.0
|
%
|
||||||||||||
Cost of goods sold
|
11,038,469
|
82.4
|
%
|
417,541
|
63.6
|
%
|
11,456,010
|
81.5
|
%
|
|||||||||||||||
Gross profit
|
2,356,369
|
17.6
|
%
|
239,277
|
36.4
|
%
|
2,595,646
|
18.5
|
%
|
|||||||||||||||
Selling expenses
|
855,157
|
6.4
|
%
|
22,048
|
3.4
|
%
|
877,205
|
6.2
|
%
|
|||||||||||||||
General and administrative expenses
|
534,945
|
4.0
|
%
|
149,150
|
22.7
|
%
|
684,095
|
4.6
|
%
|
|||||||||||||||
Research and development expenses
|
644,304
|
4.8
|
%
|
1,648
|
0.3
|
%
|
645,952
|
4.6
|
%
|
|||||||||||||||
Income from operations
|
321,963
|
2.4
|
%
|
66,431
|
10.1
|
%
|
388,394
|
2.8
|
%
|
|||||||||||||||
Other expenses
|
(283,367
|
)
|
(2.1
|
)%
|
(42,940
|
)
|
(6.5
|
)%
|
(326,307
|
)
|
(2.3
|
)%
|
||||||||||||
Income from continuing operation before income taxes
|
$
|
38,596
|
0.3
|
%
|
$
|
23,491
|
10.1
|
%
|
$
|
62,087
|
0.4
|
%
|
Revenues
Total revenues in the three months ended October 31, 2020 decreased by approximately 38.1%, as compared to the same period in 2019. Stevioside revenues, which accounts for 97.7% and 98.9% of our
total revenues in the three months ended October 31, 2020 and 2019, respectively, decreased by 38.8%.
Within our Stevioside segment, revenues from sales to third parties decreased by 19.7% and sales to the related party decreased by 78.3% in the three months ended October 31, 2020, as compared to the
same period in 2019, primarily due to the effect of the global COVID-19 pandemic, decreasing the demand from the domestic and international market, and our restricted sales and promotion efforts due to current travel restrictions. Since the adoption
rate for stevia in the food and beverage sector has been slower than expected, we sold 149 metric tons and 225 metric tons of stevioside for the three months ended October 31, 2020 and 2019, respectively. We generated approximately $400,000 and
$1,995,000 in revenue from producing over 20 metric tons and 56 metric tons of the customized orders for restructuring by enzyme based on our Stevioside products. Restructuring by enzyme based on our Stevioside products accounted for approximately
9.0% and 28.1% in the three months ended October 31, 2020 and 2019, respectively, of our total Stevioside segment revenues. Our low grade ordinary stevia products generated an amount of approximately $1,369,000, 30.9% of total revenue of our
Stevioside segment for three months ended October 31, 2020.
Total revenues in the six months ended October 31, 2020 decreased by 18.3% as compared to the same period in 2019. Stevioside revenues, which accounts for 98.3% and 95.3% of our total revenues in
the six months ended October 31, 2020 and 2019, respectively. During the six months ended October 31, 2020, within our Stevioside segment, our sales volume decreased by approximately 24 metric tons, a 5.8% decrease. Stevioside revenues from sales to
third parties decreased by 7.4% and sales to the related parties decreased by 45.0% in the six months ended October 31, 2020, as compared to the same period in 2019. With the restructuring of our product line, we also continue to increase the sales
of our low grade stevia products. Our low grade stevia and A3-97 products generated more than 45.2% and 39.3% of total revenue of our Stevioside segment for three and six months ended October 31, 2020, respectively.
Our unit sale price fluctuated from month to month in the three and six months ended October 31, 2020, which was mainly affected by the market environment; the average unit sale price decreased by
approximately 4.3% and 6.1%, compared to the same period in 2019, respectively. We face challenges due to competitive pricing and difficulties sourcing raw materials in 2020, the market prices of stevioside products were impacted by strong price
competition among Chinese manufacturers.
- 21 -
Cost of Revenues and Gross Margin
Cost of revenues in the three and six months ended October 31, 2020 decreased by 20.2% and 0.4%, compared to the same period in 2019, respectively. Cost of revenues as a percentage of revenues
increased from 79.4% to 102.3% during the three months ended 2020 compared to the same period in 2019. Cost of revenues as a percentage of revenues increased from 81.5% to 99.5% during the six months ended 2020 compared to the same period in 2019.
Our consolidated gross margin for the three and six months ended by October 31, 2020 was negative 2.3% and 0.5%, as compared to 20.6% and 18.5% in the same period in 2019, which was primarily due to the epidemic of the novel strain of coronavirus
COVID-19 pandemic adversely affected businesses and economic activities in 2020.
We believe the effect of the COVID-19 pandemic is the most significant in our raw material purchasing and our sales. Due to the effect of the global COVID-19 pandemic, we expect the sourcing and
availability of stevia raw material will have increased difficulties and costs for fiscal 2021 and 2022. February to March is normally the nursing period for stevia plants; as a result of COVID-19 related gathering laws, farmers are not able to have
the same amount of nursery workers as previous years, resulting in a decrease of stevia plants, and relevant safety measures also resulted in an increase of general planting costs. We expect this to cause a shortage of stevia leaves harvest this year
and along with the effect of the rain seasons, we expect to see an increase in our cost of raw material. After we resumed production, the effect of the COVID-19 pandemic on transportation has also made it difficult for us to efficiently procure our
raw materials.
Selling Expenses
For the three months ended October 31, 2020, we had a decrease of approximately $246,000, or 49.0% in selling expenses, as compared to the same period in 2019. The decrease was primarily due to the
approximately a $127,000 decrease in marketing expense, a $168,000 decrease in advertising expenses, a $13,000 decrease in travel expense, a $5,000 decrease in salary, a $6,000 decrease in shipping and freight, and a $8,000 decrease in miscellaneous
expense, offset by approximately $81,000 increase in promotion expense in the three months ended October 31, 2020.
For the six months ended October 31, 2020, we had a decrease of approximately $310,000, or 35.3% in selling expenses, as compared to the same period in 2019. The decrease was primarily due to the
approximately $208,000 decrease in marketing expense, a $193,000 decrease in advertising expenses, a $34,000 decrease in travel expense, a $20,000 decrease in salary, a $21,000 decrease in selling expense on Metformin product, a $12,000 decrease in
shipping and freight, and a $21,000 decrease in miscellaneous expense, offset by approximately $199,000 increase in promotion expense in the six months ended October 31, 2020.
General and Administrative Expenses
Our general and administrative expenses for the three months ended October 31, 2020 decreased by approximately $109,000, or 3.9% from the same period in 2019. The decrease was primarily due to a
decrease of approximately $129,000 in repairs and maintenance fees, a decrease of approximately $20,000 in depreciation expense, a decrease of approximately $11,000 in hospitality expense, and a $36,000 decrease in miscellaneous expense, offset by a
$23,000 increase in safety production fund and a $64,000 increase in salary and welfare benefit expenses.
Our general and administrative expenses for the six months ended October 31, 2020 decreased by approximately $39,000, or 5.6% from the same period in 2019. The decrease was primarily due to a
decrease of approximately $24,000 in repairs and maintenance fees, a decrease of approximately $47,000 in depreciation expense, a decrease of approximately $10,000 in insurance expense, and a $52,000 decrease in miscellaneous expense, offset by a
$58,000 increase in safety production fund and a $36,000 increase in salary and welfare benefit expenses.
Research and Development Expense
For the three and six months ended October 31, 2020, our research and development expenses amounted to approximately $71,000 and $433,000, as compared to $339,000 and $646,000 for the same period in
2019, respectively. The decreases were primarily due to the decrease in spending for third party technical consulting fees in the three and six months ended October 31, 2020.
Other Income (Expenses)
For the three months ended October 31, 2020, other expense, net of other income, amounted to approximately $54,000, a decrease of $104,000 as compared to the other expense, net of other income,
amounted to approximately $159,000 for the three months ended October 31, 2019. The decrease of other expenses was primarily attributable to a decrease of interest expense to third parties and related parties of $68,000, and a decrease in other
expenses of $36,000.
- 22 -
For the six months ended October 31, 2020, other expense, net of other income, amounted to approximately $132,000, a decrease of $194,000 as compared to the other expense, net of other income,
amounted to approximately $326,000 for the six months ended October 31, 2019. The decrease of other expenses was primarily attributable to a decrease of interest expense to third parties and related parties of $170,000, and a decrease in other
expenses of $38,000, offset by an increase in grant income of $14,000.
Net Income (Loss) from Continuing Operations
As a result of the foregoing, our loss from continuing operations was $658,000 for the three months ended October 31, 2020, as compared with income from continuing operations of $192,000 for the
three months ended October 31, 2019, a change of $850,000, or 443.1%. The increase in net loss was primarily due to decreased gross profit and increased operating expenses, offset by decreased other expenses in the three months ended October 31,
2020, compared to the three months ended October 31, 2019.
As a result of the foregoing, our loss from continuing operations was $1,714,000 for the six months ended October 31, 2020, as compared with income from continuing operations of $62,000 for the six
months ended October 31, 2019, a change of $1,776,000, or 2,861.1%. The increase in net loss was primarily due to decreased gross profit and decreased operating expenses, offset by decreased other expenses in the six months ended October 31, 2020,
compared to the six months ended October 31, 2019, as we discussed above.
Loss from Discontinued Operations
We did not have discontinued operations incurred in the six months ended October 31, 2020. Our loss from discontinued operations amounted to $20,000 for the six months ended October 31, 2019, and the
Company also recorded a loss from disposal discontinued operations of approximately $233,000 at October 31, 2019. Our total loss from discontinued operations amounted to $253,000 or $0.00 per share (basic and diluted) for the six months ended October
2019.
The summarized operating result of discontinued operations included in our unaudited condensed consolidated statements of operations is as follows:
|
Three Months Ended October 31,
|
Six Months Ended October 31,
|
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
|
||||||||||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
733,441
|
||||||||
Cost of revenues
|
-
|
-
|
-
|
572,357
|
||||||||||||
Gross profit
|
-
|
-
|
-
|
161,084
|
||||||||||||
Operating expenses
|
-
|
-
|
-
|
172,142
|
||||||||||||
Other income, net
|
-
|
-
|
-
|
8,958
|
||||||||||||
Loss before income taxes
|
-
|
-
|
-
|
20,016
|
||||||||||||
Income tax expense
|
-
|
-
|
-
|
-
|
||||||||||||
Loss from discontinued operations
|
-
|
-
|
-
|
20,016
|
||||||||||||
Loss from disposal, net of taxes
|
-
|
-
|
-
|
960
|
||||||||||||
Loss from sales of subsidiary
|
-
|
-
|
-
|
232,455
|
||||||||||||
Total loss from discontinued operations
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
253,431
|
Net Loss Attributable to Noncontrolling Interest
Noncontrolling interest represents the ownership interests an individual investor and Yulong hold in Qufu Shengren. The amount recorded as noncontrolling interest in our unaudited condensed
consolidated statements of loss and comprehensive loss is computed by multiplying the after-tax loss for three months ended October 31, 2020 by the percentage ownership in Qufu Shengren not directly attributable to us. For the three and six months
ended October 31, 2020, the noncontrolling interest attributable to ownership interests in Qufu Shengren not directly attributable to us was 38.7%. Net loss attributable to noncontrolling interest amounted to approximately $255,000 and $648,000 for
the three and six months ended October 31, 2020, respectively.
Net Income (Loss) Attributable to Sunwin Sunwin Stevia International, Inc.
Our net loss attributable to Sunwin Sunwin Stevia International, Inc. in the three months ended October 31, 2020 was approximately $403,000, or $(0.00) per share (basic and diluted), compared to net
income of $192,000, or $0.00 per share (basic and diluted), in the three months ended October 31, 2019.
- 23 -
Our net loss attributable to Sunwin Sunwin Stevia International, Inc. in the six months ended October 31, 2020 was approximately $1,066,000, or $(0.01) per share (basic and diluted), compared to net
loss of $191,000, or $0.00 per share (basic and diluted), in the six months ended October 31, 2019.
Foreign Currency Translation Gain
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 translations are included in the
Comprehensive loss on the unaudited condensed consolidated statements of operations and comprehensive loss. As a result of foreign currency translations, which are a non-cash adjustment, we reported a foreign currency translation gain of $550,000 for
the three months ended October 31, 2020, as compared to a foreign currency translation loss of $106,000 for the three months ended October 31, 2019. We also reported a foreign currency translation gain of $681,000 for the six months ended October 31,
2020, as compared to a foreign currency translation gain of $162,000 for the six months ended October 31, 2019. This non-cash gain had the effect of reducing our reported comprehensive loss.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability of a company to generate sufficient cash to meet its operational cash requirements.
At October 31, 2020, we had working capital deficit of approximately $2,213,000, including cash of approximately $397,000, as compared to working capital of approximately $3,470,000, including cash
of approximately $1,138,000 at April 30, 2020. The approximate $741,000 decrease in our cash at October 31, 2020 from April 30, 2020 is primarily attributable to net cash used in investing activities of approximately $97,000 and cash used in
financing activities for repayment loans and repayment of related party advances of approximately $895,000, offset by net cash provided by operating activities of approximately $222,000 during the six months ended October 31, 2020. The Company's
cash balance and revenues generated are not currently sufficient and cannot be projected to cover operating expenses for the next twelve months from the date of this report. These factors raise doubt as to the ability of the Company to continue as
a going concern. Management's plans include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds
through debt and equity financings, and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. Management intends
to make every effort to improve its current sales force as to further develop and expand the international markets for its new products as well as continuing with the current sources of funds to meet working capital needs on as needed basis. There
can be no assurance that these plans and arrangements will be successful.
The COVID-19 Pandemic. On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International
Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, quarantines in certain areas, and forced closures for certain types of public
places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical areas in China in which the
Company operates. Consequently, the COVID-19 pandemic may adversely affect the Company’s business operations, financial condition and operating results for 2020 and 2021, including but not limited to material negative impact to the Company’s total
revenues, slower collection of accounts receivables and significant impairment to the Company’s equity investments. Due to the high uncertainty of the evolving situation, the Company has limited visibility on the full impact brought upon by the
COVID-19 pandemic and the related financial impact cannot be estimated at this time.
- 24 -
Capital Resources
The following table provides certain selected balance sheets comparisons as of October 31, 2020 and April 30, 2020:
|
October 31,
|
April 30,
|
Increase
|
|||||||||||||
|
2020
|
2020
|
(Decrease)
|
%
|
||||||||||||
|
||||||||||||||||
Cash and cash equivalents
|
$
|
396,579
|
$
|
1,137,920
|
$
|
(741,341
|
)
|
(65.1
|
)%
|
|||||||
Accounts receivable, net
|
2,200,198
|
2,713,567
|
(513,369
|
)
|
(18.9
|
)%
|
||||||||||
Accounts receivable - related party
|
1,458,545
|
3,034,365
|
(1,575,820
|
)
|
(51.9
|
)%
|
||||||||||
Inventories, net
|
15,328,881
|
12,874,497
|
2,454,384
|
19.1
|
%
|
|||||||||||
Prepaid expenses and other current assets
|
960,832
|
693,552
|
267,280
|
38.5
|
%
|
|||||||||||
Total current assets
|
20,345,035
|
20,453,901
|
(108,866
|
)
|
(0.5
|
)%
|
||||||||||
Property and equipment, net
|
9,125,596
|
8,901,548
|
224,048
|
2.5
|
%
|
|||||||||||
Total assets
|
$
|
29,470,631
|
$
|
29,355,449
|
$
|
115,182
|
0.4
|
%
|
||||||||
|
||||||||||||||||
Accounts payable and accrued expenses
|
$
|
10,040,575
|
$
|
8,533,131
|
$
|
1,507,444
|
17.7
|
%
|
||||||||
Short-term loans
|
2,997,613
|
3,378,380
|
(380,767
|
)
|
(11.3
|
)%
|
||||||||||
Due to related parties
|
5,094,261
|
5,072,451
|
21,810
|
0.4
|
%
|
|||||||||||
Total current liabilities
|
18,132,449
|
16,983,962
|
1,148,487
|
6.8
|
%
|
|||||||||||
Total liabilities
|
$
|
18,132,449
|
$
|
16,983,962
|
$
|
1,148,487
|
6.8
|
%
|
We maintain cash and cash equivalents in China and United States. At October 31, 2020 and April 30, 2020, bank deposits were as follows:
|
October 31,
|
April 30,
|
||||||
Country
|
2020
|
2020
|
||||||
United States
|
$
|
55,762
|
$
|
83,830
|
||||
China
|
340,817
|
1,054,090
|
||||||
Total
|
$
|
396,579
|
$
|
1,137,920
|
The majority of our cash balances at October 31, 2020 are in the form of RMB stored in bank account of China. Cash held in banks in the PRC is not insured. The value of cash on deposit in mainland
China of $340,817 as of October 31, 2020 has been converted based on the exchange rate as of October 31, 2020. 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 use outside of China.
Accounts receivable, net of allowance for doubtful accounts, including accounts receivable from related parties, decreased by approximately $2,089,000 during the six months ended October 31, 2020, as
a result of the decrease in both accounts receivable from the third parties and accounts receivable from related party as of October 31, 2020. The days for sales outstanding in accounts receivable increased to 37 days as of October 31, 2020, as
compared to 20 days as of April 30, 2020. Accounts receivable, net of allowance for doubtful accounts, excluding accounts receivable from the related parties, decreased by approximately $513,000 during the six months ended October 31, 2020. The days
for sales outstanding in accounts receivable for third party sales increased to 24 days as of October 31, 2020, as compared to 15 days as of April 30, 2020. We will reevaluate and categorize accounts receivable for sales and will target to improve
our collection effort in accounts receivable for related party sales and accounts receivable for third party sales in fiscal 2021.
Inventories at October 31, 2020, net of reserve for obsolescence, totaled approximately $15,329,000, as compared to $12,874,000 as of April 30, 2020. The increase is primarily due to our increase in
procurements of raw materials in order to meet our anticipated higher sales volume during the fiscal year ended April 30, 2020. These inventories have not yet been sold due to the market demands not raising as much as we predicted; however, the
current inventory level will prepare us for our anticipated upcoming increase in price.
- 25 -
Our accounts payable and accrued expenses were approximately $10,041,000 at October 31, 2020, an increase of approximately $1,507,000 from April 30, 2020. The increase is primarily due to our
increase in procurements of raw material as a result of the raising sales of such materials during the six months ended October 31, 2020.
Loans payable at October 31, 2020 and April 30, 2020 totaled approximately $2,998,000 and $3,378,000, respectively. These loans payable consisted of short-term loans from multiple non-related
individuals, which bear annual interest rates of 4% - 10%. Range of maturity dates of the loan payable was from November 28, 2020 to October 6, 2021. During the six months ended October 31, 2020, loan amount of approximately $678,000 was repaid in
cash.
Due to related parties at October 31, 2020 and April 30, 2020 totaled approximately $5,094,000 and $5,072,000, respectively. As of October 31, 2020, the balance we owed Qufu Shengren Pharmaceutical
Co., Ltd. (“Pharmaceutical Corporation”), Qufu Shengwang Import and Export Co., Ltd. and Mr. Weidong Chai, a management member of Pharmaceutical Corporation, amounted to approximately $3,418,493, $1,471,087, and $204,681, respectively. On April 30,
2020, the balance we owed to Pharmaceutical Corporation, Qufu Shengwang Import and Export and Mr. Weidong Chai amounted to approximately $3,982,000, $907,000, and $184,000, respectively.
Cash Flows Analysis
NET CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net cash provided by operating activities was approximately $222,000 for the six months ended October 31, 2020, primarily due to a decrease of approximately $648,000 in accounts receivable and note
receivable from a third party, a decrease of approximately $1,677,000 in accounts receivable - related party and an increase in accounts payable and accrued expenses of approximately $1,074,000, offset by an increase of approximately $1,680,000 in
inventories, an increase of approximately $321,000 in prepaid expenses and other current assets, a decrease of approximately $89,000 in taxes payable, and a net loss of approximately $1,714,000 adjusted by non-cash working capital, depreciation
expense of $627,000.
Net cash used in operating activities from continuing operations was approximately $213,000 (total net cash used in operating activities of $552,000 including net cash used in discontinued operations
of $340,000) for the six months ended October 31, 2019, primarily due to a net loss of approximately $191,000 adjusted by loss from discontinued operations of $253,000 and offset by non-cash working capital that primarily included depreciation
expense of $568,000 and a loss on disposition of property and equipment of $20,000. The increase in net cash from operating activities was also primarily due to an increase of approximately $511,000 in accounts receivable - related party, an increase
of approximately $1,816,000 in inventories, an increase of approximately $1,947,000 in prepaid expenses and other current assets and offset by an increase in accounts payable and accrued expenses of approximately $2,564,000, a decrease of
approximately $740,000 in accounts receivable and note receivable from a third party and an increase of approximately $107,000 in taxes payable.
NET CASH FLOW PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Net cash used in investing activities from operations amounted to approximately $97,000 during the six months ended October 31, 2020 due to capital expenditures for property and equipment.
Net cash provided by investing activities from continuing operations amounted to $148,000 in investment activities, including the proceeds received from disposal of discontinued subsidiary of
approximately $1,145,000 and a proceed received from disposal of equipment of $30,000, offset by approximately $1,028,000 in purchases of property and equipment in the six months ended October 31, 2019.
NET CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Net cash used in financing activities from operations amounted to approximately $895,000 in the six months ended October 31, 2020, primarily due to repayment of short term loans in a total amount of
approximately $678,000 and repayment of related party advances of approximately $7,755,000 and offset by advances received from related parties of approximately $7,539,000.
Net cash provided by financing activities from continuing operations amounted to approximately $447,000 in the six months ended October 31, 2019, primarily due to proceeds from short-term loan of
$429,000 advances received from related parties of approximately $3,814,000 and offset by repayment of related party advances of approximately $3,795,000. Net cash used in financing activities from discontinued operations amounted to $0 in the six
months ended October 31, 2019.
- 26 -
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
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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.
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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 accepted accounting principles generally accepted in the U.S. ("U.S. GAAP").
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related
disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's
financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we
have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are
described in Note 2 to our unaudited condensed consolidated financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ
significantly from these estimates under different assumptions, judgments or conditions.
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.
Our management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of October 31, 2020.
Based on this evaluation our management concluded that our disclosure controls and procedures were not effective as of October 31, 2020 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.
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Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our
management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"). As reported in our Form 10-K for the year ended
April 30, 2020, management assessed the effectiveness of our internal control over financial reporting as of April 30, 2020 and, during our assessment, management identified significant deficiencies related to (i) the U.S. GAAP expertise of our
internal accounting staff, (ii) our internal audit functions and (iii) a lack of segregation of duties within accounting functions. Although management believes that these deficiencies do not amount to a material weakness, our internal controls over
financial reporting were not effective at April 30, 2020.
Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. As a result, we have not been able to take steps to improve our
internal controls over financial reporting during the three months ended October 31, 2020. However, to the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of
transactions will be performed by separate individuals.
A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control
over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company's financial reporting.
In light of this significant deficiency, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the three months ended October 31, 2020
included in this quarterly report on Form 10-Q were fairly stated in accordance with the U.S. GAAP. Accordingly, management believes that despite our significant deficiency, our consolidated financial statements for the three months ended October 31,
2020 are fairly stated, in all material respects, in accordance with the U.S. GAAP.
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 three months ended October 31, 2020 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 1 A. RISK FACTORS.
Risk factors describing the major risks to our business can be found under Item 1A, "Risk Factors", in our fiscal 2020 Annual Report on Form 10-K. There has been no material change in our risk
factors from those previously discussed in the fiscal 2020 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.
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ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
Exhibit No.
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Description of Exhibit
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31.1
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Section 302 Certificate of Chief Executive Officer.*
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31.2
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Section 302 Certificate of Chief Financial Officer.*
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32.1
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Section 906 Certificate of Chief Executive Officer and Chief Financial Officer.*
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101.INS
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XBRL INSTANCE DOCUMENT**
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101.SCH
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XBRL TAXONOMY EXTENSION SCHEMA**
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101.CAL
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XBRL TAXONOMY EXTENSION CALCULATION LINKBASE**
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101.DEF
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XBRL TAXONOMY EXTENSION DEFINITION LINKBASE**
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101.LAB
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XBRL TAXONOMY EXTENSION LABEL LINKBASE**
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101.PRE
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XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE**
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* - 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 shall be deemed "furnished" and not "filed".
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SUNWIN STEVIA INTERNATIONAL, INC.
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Dated: December 11, 2020
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By: /s/ Dongdong Lin
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Dongdong Lin,
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Chief Executive Officer
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Dated: December 11, 2020
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By: /s/ Fanjun Wu
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Fanjun Wu,
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Chief Financial Officer
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