10-K/A 1 sunwin10-k.htm FORM 10-K/A AMENDMENT NO. 2 FOR 04-30-2008

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(MARK ONE)

FORM 10-K/A

Amendment No. 2

 

 

x

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

For the fiscal year ended April 30, 2008

OR

 

 

o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________________ TO __________________________

COMMISSION FILE NUMBER: 033-10456

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.
(Name of registrant as specified in its charter)

 

 

 

NEVADA

 

56-2416925

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

6 SHENGWANG AVENUE, QUFU, SHANDONG, CHINA

 

273100

(Address of principal executive offices)

 

(Zip Code)

 

 

 

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE:

 

(86) 537-4424999

 

 

 

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT:

 

 

 

 

TITLE OF EACH CLASS

NAME OF EACH EXCHANGE ON WHICH

 

REGISTERED

NONE

NOT APPLICABLE

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:

NONE
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes   x No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

o Yes   x No

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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

 

 

 

 

 

Large accelerated filer

o

 

Accelerated filer

o

Non-accelerated filer

o

 

Smaller reporting company

x

(Do not check if smaller reporting company)

 

 

 

 

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value on October 31, 2007 was $31,842,958.

Indicated the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 87,006,936 shares of common stock are issued and outstanding as of July 14, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.


Explanatory Paragraph

 

Sunwin International Neutraceuticals, Inc. (the “Company”) is filing this Amendment No. 2 to our Form 10-K to amend our Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended April 30, 2008, as filed with the Securities and Exchange Commission on September 15, 2008 to include a properly dated audit report and a properly dated Consent of Sherb & Co., LLP which was included as Exhibit 23.1. Due to clerical oversight, both the audit report and exhibit included in Amendment No. 1 failed to include the dual date of the audit report.

 

This Form 10-K (Amendment No. 2) also includes new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1, 31.2, 32.1 and 32.2. This Form 10-K/A does not reflect events occurring after the filing of the 10-K or modify or update those disclosures affected by subsequent events, except as specifically disclosed in Amendment No. 1 to the Form 10-K.

 

PART II

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Shareholders and Directors

Sunwin International Neutraceuticals, Inc.

Shandong, China

 

We have audited the accompanying consolidated balance sheets of Sunwin International Neutraceuticals, Inc. and its subsidiaries as of April 30, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended April 30, 2008 and 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sunwin International Neutraceuticals, Inc. and subsidiaries as of April 30, 2008 and 2007, and the results of their operations and their cash flows for the years ended April 30, 2008 and 2007, in conformity with accounting principles generally accepted in the United States.

 

/s/ Sherb & Co., LLP

Certified Public Accountants

 

Boca Raton, Florida

July 15, 2008 (Except as to Note 1 as to the effects of the Restated Financial Statements dated September 11, 2008)

 


PART IV

 

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(b)

 

Exhibit No.

Description

 

 

23.1

Consent of Sherb & Co., LLP

31.1

Section 302 Certificate of President

31.2

Section 302 Certificate of Principal Accounting Officer

32.1

Section 906 Certificate of President

32.2

Section 906 Certificate of Principal Accounting Officer

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this amended report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

Sunwin International Neutraceuticals, Inc.

 

 

 

By:

/s/ Dongdong Lin

 

 

Dongdong Lin, Chief Executive Officer,

 

 

Director, Principal Executive Officer

 

 

September 17, 2008

 

 

 

 

By:

/s/ Fanjun Wu

 

 

Fanjun Wu, Chief Financial Officer, and

 

 

Principal Accounting and Financial Officer

 

 

September 17, 2008

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

 

 

 

 

 

Signature

 

Title

 

Date

 

 

 

 

 

 

 

 

 

 

 

s/s Laiwang Zhang

 

 

President and chairman

 

September 17, 2008

Laiwang Zhang

 

 

 

 

 

 

 

 

 

 

 

s/s Dongdong Lin

 

 

Chief Executive Officer, Director,

 

September 17, 2008

Dongdong Lin

 

 

Principal Executive Officer

 

 

 

 

 

 

 

 

s/s Fanjun Wu

 

 

Chief financial Officer and Principal

 

September 17, 2008

Fanjun Wu

 

 

Accounting Officer

 

 

 

 

 

 

 

 

s/s Chengxiang Yan

 

 

Director

 

September 17, 2008

Chengxiang Yan