UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(MARK ONE)

FORM 10-K/A

(AMENDMENT NO. 3)

[√] 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

[ ] 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.

[ ] Yes [√] 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.

[ ] Yes [√] 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 [√] No [ ]

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.

[√]

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	[ ]	Accelerated filer	[ ]
Non-accelerated filer (Do not check if smaller reporting company)	[ ]	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 [ ] No [√]

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

On September 17, 2008 Sunwin International Neutraceuticals, Inc. (the “Company”) filed an Annual Report on Form10-K (Amendment No. 1) for the fiscal year ended April 30, 2008 which amended the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2008, as filed with the Securities and Exchange Commission on July 29, 2008 (the “Original Filing”) to include restated financial statements. On September 11, 2008 the Company’s Board of Directors determined that the Company’s consolidated financial statements for the fiscal year ended April 30, 2008 could no longer be relied upon as they contained an error in with regards to the liability of advances from customers, which was overstated by $570,090. The advance was, in fact, an advance from one of the Company’s subsidiaries to another Company subsidiary, that had it been accounted for correctly, would have been eliminated in consolidation. The Annual Report on Form 10-K/A (Amendment No. 1) included restated financial statements for the fiscal year ended April 30, 2008 correcting this error which occurred during the fourth quarter of fiscal 2008.

On September 15, 2008 the Company filed its Annual Report on Form 10-K/A (Amendment No. 2) for the fiscal year ended April 30, 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. In response to oral comments from the staff of the Securities and Exchange Commission, the Company is filing this Annual Report on Form 10-K/A (Amendment No. 3) for the fiscal year ended April 30, 2008 to provide all information under Part II, Item 8. Financial Statements and Supplementary Data which includes the properly dated audit report together with the restated financial statements which were previously included in Amendment No. 1.

This Annual Report on Form 10-K/A (Amendment No. 3) 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 Annual Report on Form 10-K/A (Amendment No. 3) does not reflect events occurring after the Original Filing or update those disclosures affected by subsequent events, except as specifically disclosed in Amendment No. 1 to the Annual Report on Form 10-K as previously filed.

PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
CONSOLIDATED FINANCIAL STATEMENTS:
CONSOLIDATED BALANCE SHEET	F-3
CONSOLIDATED STATEMENTS OF OPERATIONS	F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7 TO F-23

F-1

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)

F-2

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	April 30,
	2008			2007
	(Restated)
ASSETS
CURRENT ASSETS:
Cash	$	6,811,136		$	6,687,222
Accounts receivable, net of allowance for doubtful accounts of $467,415 and $360,878 for 2008 and 2007, respectively		4,163,839			2,854,681
Inventories, net		4,707,043			2,821,507
Prepaid expenses and other current assets		264,576			765,265
Total Current Assets		15,946,594			13,128,675
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $3,964,662 and $2,491, 941 for 2008 and 2007, respectively		14,151,293			13,190,693
Total Assets	$	30,097,887		$	26,319,368
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	2,649,817		$	3,851,829
Advances from customers		12,726			17,192
Taxes payable		401,808			68,883
Due to related parties		431,443			1,307
Total Current Liabilities		3,495,794			3,939,211
OTHER PAYABLES		154,207			139,531
Total Liabilities		3,650,001			4,078,742
STOCKHOLDERS’ EQUITY:
Preferred stock: $.001 Par Value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock: $.001 Par Value; 200,000,000 shares authorized; 87,006,936 and 85,909,776 shares issued and outstanding at April 30, 2008 and 2007, respectively		87,007			85,910
Additional paid-in capital		17,218,066			15,420,880
Retained earnings		6,325,919			6,323,340
Subscription receivable		(372,900	)		(372,900	)
Other comprehensive income – foreign currency		3,189,794			783,396
Total Stockholders’ Equity		26,447,886			22,240,626
Total Liabilities and Stockholders’ Equity	$	30,097,887		$	26,319,368

See Notes to audited Consolidated Financial Statements

F-3

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended April 30,
	2008			2007
	(Restated)
NET REVENUES	$	22,932,222		$	15,243,568
COST OF SALES		16,846,679			11,520,323
GROSS PROFIT		6,085,543			3,723,245
OPERATING EXPENSES:
Stock-based consulting expenses		1,085,129			987,229
Selling expenses		2,483,177			1,619,559
General and administrative		2,499,794			1,796,035
Total Operating Expenses		6,068,100			4,402,823
INCOME (LOSS) FROM OPERATIONS		17,443			(679,578	)
OTHER INCOME:
Other income		6,488			13,341
Interest income		80,330			87,694
Total Other Income		86,818			101,035
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		104,261			(578,543	)
INCOME TAXES		(101,682	)		—
NET INCOME (LOSS)		2,579			(578,543	)
OTHER COMPREHENSIVE INCOME:
Unrealized foreign currency translation		2,406,398			558,736
COMPREHENSIVE INCOME (LOSS)	$	2,408,977		$	(19,807	)
NET INCOME PER COMMON SHARE – BASIC AND DILUTED:
Net (loss) income per common share – basic	$	0.00		$	(0.01	)
Net (loss) income per common share – diluted	$	0.00		$	(0.01	)
Weighted Common Shares Outstanding – basic		86,821,905			85,909,776
Weighted Common Shares Outstanding – diluted		86,821,905			85,909,776

See Notes to audited Consolidated Financial Statements

F-4

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS STOCKHOLDERS’ EQUITY
For the Years Ended April 30, 2008 and 2007

	Common Stock, $.001 Par Value																Other Compre- hensive Loss		Total Stock- holders’ Equity
	Number of Shares		Amount		Additional Paid-in Capital			Retained Earnings			Deferred Compensa- tion			Sub- scription Receivable
																	(Restated)		(Restated)
Balance, April 30, 2006		73,917,276	$	73,917	$	12,013,424		$	6,901,883		$	(1,383,906	)	$	(3,680,000	)	$	224,660	$	14,149,978
Common stock issued for services		2,155,000		2,155		446,208			—			—			—			—		448,363
Effect of adoption of FAS 123(R)		—		—		(1,383,906	)		—			1,383,906			—			—		—
Amortization of stock based compensation		—		—		538,867			—			—			—			—		538,867
Sale of common stocks		9,812,500		9,813		3,793,812			—			—			—			—		3,803,625
Exercise of stock options		25,000		25		12,475			—			—			—			—		12,500
Subscription receivable		—		—		—			—			—			3,307,100			—		3,307,100
Net loss for the year		—		—		—			(578,543	)		—			—			—		(578,543	)
Foreign currency translation adjustment		—		—		—			—			—			—			558,736		558,736
Balance, April 30, 2007		85,909,776		85,910		15,420,880			6,323,340			—			(372,900	)		783,396		22,240,626
Amortization of stock based compensation		—		—		1,085,129			—			—			—			—		1,085,129
Exercise of stock warrants		1,097,160		1,097		712,057														713,154
Net income for the year		—		—		—			2,579			—			—			—		2,579
Foreign currency translation adjustment		—		—		—			—			—			—			2,406,398		2,406,398
Balance, April 30, 2008		87,006,936	$	87,007	$	17,218,066		$	6,325,919		$	—		$	(372,900	)	$	3,189,794	$	26,447,886

See Notes to audited Consolidated Financial Statements

F-5

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended April 30,
	2008			2007
	(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	2,579		$	(578,543	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense		1,142,916			644,622
Stock-based consulting and fees		1,085,129			987,229
Allowance for doubtful accounts		64,746			88,111
Changes in assets and liabilities:
Accounts receivable		(1,018,775	)		(224,976	)
Inventories		(1,519,253	)		(975,385	)
Prepaid expenses and other current assets		537,429			234,777
Accounts payable and accrued expenses		(1,580,596	)		2,204,464
Taxes payable		379,334			68,883
Advances from customers		(37,810	)		(21,584	)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(944,301	)		2,427,598
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(740,022	)		(8,186,388	)
NET CASH FLOWS (USED IN) INVESTING ACTIVITIES		(740,022	)		(8,186,388	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subscription receivable		—			3,319,600
Proceeds from sales of common stock and exercise of stock options and warrants		713,154			3,803,625
Proceeds from related party		430,000			—
Proceeds from short term loan		150,000			720,000
Payments on short term loan		(150,000	)		—
Payments on loans payable		—			(975,487	)
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		1,143,154			6,867,738
EFFECT OF EXCHANGE RATE ON CASH		665,083			144,583
NET INCREASE IN CASH		123,914			1,253,531
CASH – beginning of year		6,687,222			5,433,691
CASH – end of year	$	6,811,136		$	6,687,222
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	80,330		$	87,694
Income Taxes	$	—		$	—
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stocks issued for consulting services	$	—		$	590,137

See Notes to audited Consolidated Financial Statements

F-6

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY

Sunwin International Neutraceuticals, Inc. (“we”, “us”, “our” and the “Company”) was incorporated in 1987 in the State of Nevada. Substantially all of our business operations are conducted through our wholly owned subsidiaries; Qufu Natural Green Engineering Co., Ltd. and its subsidiaries, a Chinese limited liability company, organized under the laws of the People’s Republic of China, with its principal offices located in Qufu, China (“Qufu”) and Sunwin Stevia International Corp., a Florida corporation (“Sunwin Stevia”).

Through Qufu, we are engaged in the manufacture and sale of natural sweeteners (stevioside), traditional Chinese medicines, organic herbal medicines, other neutraceutical products and veterinary medicines prepared from organic herbal ingredients.

Qufu was founded in 1999 and was re-registered in 2004 to amend its capital structure. Qufu has three wholly owned subsidiaries also located in the Peoples Republic of China (“PRC”):

–	Shengya Veterinary Medicine Co., Ltd.;
–	Shengyuan Herb Extraction Co., Ltd.; and
–	Qufu Chinese Medicine Factory.
In addition to Qufu, we also operate through three North American subsidiaries, which are active in marketing Qufu’s products in North America:
–	Sunwin Stevia International;
–	Sunwin California; and
–	Sunwin Canada.

BASIS OF PRESENTATION

The financial statements for the fiscal year ended April 30, 2008 have been restated to correct for a classification error on the balance sheet as of that date. This error did not affect the statement of operations for the fiscal year ended April 30, 2008 or previous interim reports of the Company. Following the correction, the statement of cash flows for the fiscal year ended April 30, 2008 reflect net cash used in operating activities of $944,301 and the effect on exchange rate on cash of $665,083.

Components of the restatement are detailed as follows:

	As Filed		Adjustment to Restated			Restated
Advances from customers	$	582,816	$	(570,090	)	$	12,726
Other comprehensive income - Foreign currency	$	2,619,704	$	570,090		$	3,189,794
Net (loss) income per common share - basic	$	0.00	$	0.00		$	0.00
Net (loss) income per common share - diluted	$	0.00	$	0.00		$	0.00

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

F-7

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods presented. Actual results could differ from those estimates. Significant estimates in fiscal year 2008 and 2007 include the allowance for doubtful accounts, the reserve for obsolete inventory and the useful life of property, plant and equipment.

CASH AND CASH EQUIVALENTS

For purposes of the consolidated statements of cash flows, we consider all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The carrying value of these instruments approximates their fair value.

ACCOUNTS RECEIVABLE

Accounts receivable are reported at net realizable value. The Company has established an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, historical trends, and other information. Delinquent accounts are written off when it is determined that the amounts are uncollectible. At April 30, 2008 and 2007, the allowances for doubtful accounts were $467,415 and $360,878, respectively.

INVENTORIES

Inventories, consisting of raw materials and finished goods related to the Company’s products, are stated at the lower of cost or market (estimated net realizable value) utilizing the weighted average method.

ADVANCES FROM CUSTOMERS

Advances from customers at April 30, 2008 and 2007 totaled $582,816 and $17,192, respectively, and consist of prepayments to us for merchandise that we had not yet been shipped to the customer. We recognize the deposits as revenue as our customers take delivery of the goods, in compliance with our revenue recognition policy.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosures about Fair Value of Financial Instruments”, requires disclosures of information about the fair value of certain financial instruments for which it is practicable to estimate the value. For the purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.

The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable and accrued expenses, loans and amounts due to related parties approximate their fair market value based on the short-term maturity of these instruments.

INCOME TAXES

The Company files federal and state income tax returns in the United States for its domestic operations, and files separate foreign tax returns for our Chinese subsidiaries. We account for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes”, as clarified by FASB interpretation No. 48, “Accounting for Uncertainty in Income Taxes”,which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns.

F-8

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME (LOSS) PER SHARE

Net income (loss) per common share for the years ended April 30, 2008 and 2007 is based upon the weighted average common shares and dilutive common stock equivalents, if any, outstanding during the year as defined by SFAS No. 128, “Earnings Per Share”.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization are provided using the straight line method over the estimated economic lives of the assets, which range from five to twenty years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, 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.

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 SFAS No. 52, “Foreign Currency Translation” and are included in determining net income or loss.

The reporting currency for the Company is the U.S. dollar. The functional currency of the Company’s Chinese subsidiary, Qufu, is the local currency; the Chinese dollar or Renminbi (“RMB”). The financial statements of the subsidiaries are translated into United States dollars using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income or loss. The cumulative translation adjustment and effect of exchange rate changes on cash at April 30, 2008 and 2007 were $665,083 and $144,583, respectively.

COMPREHENSIVE INCOME (LOSS)

The Company uses SFAS No. 130, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income 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. Comprehensive income for the years ended April 30, 2008 and 2007 included net income or net loss and foreign currency translation adjustments.

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. We place our cash with high credit quality financial institutions in the United States and China. As of April 30, 2008, bank deposits in the United States did not exceed federally insured limits. At April 30, 2008, we had $6,653,884 on deposit in China, which are not insured. We have not experienced any losses in such accounts through April 30, 2008.

Almost all of the Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. We also perform ongoing credit evaluations of its customers to help further reduce potential credit risk.

F-9

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK BASED COMPENSATION

The Company accounts for stock options issued to employees in accordance with SFAS No. 123R, “Share-Based Payment, An Amendment to FASB Statement No. 123”. SFAS 123R requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. We adopted SFAS 123R in July 2006.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred and totaled $89,817 and $163,524 for the years ended April 30, 2008 and 2007, respectively, and are included in general and administrative expenses on the accompanying statements of operations. Research and development costs are incurred on a project specific basis.

REVENUE RECOGNITION

The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104 for revenue recognition. In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

ADVERTISING

Advertising is expensed as incurred. Advertising expenses for the years ended April 30, 2008 and 2007 totaled approximately $309,471 and $207,831, respectively. Beginning in the year April 30, 2007, the Company increased its advertising expense in its stevioside segment.

SHIPPING COSTS

Shipping costs are included in selling expenses and totaled $451,438 and $390,151 for the years ended April 30, 2008 and 2007, respectively.

F-10

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109”. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 did not have a significant impact on the Company’s consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157; “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is a relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practices. This Statement is effective for financial statements for fiscal years beginning after November 15, 2007. Earlier application was permitted provided that the reporting entity has not yet issued financial statements for that fiscal year. We do not expect the adoption of SFAS 157 to have a material effect on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-including an amendment of FAS 115”. SFAS 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We do not expect the adoption of SFAS 159 to have a material effect on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. SFAS 141R is a revision of SFAS 141 and includes substantial changes to the acquisition method used to account for business combinations (formerly the “purchase accounting” method), including broadening the definition of a business, as well as revisions to accounting methods for contingent consideration and other contingencies related to the acquired business, accounting for transaction costs, and accounting for adjustment to provisional amounts recorded in connection with acquisitions. SFAS 141R retains the fundamental requirement of SFAS 141, that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141R is effective for periods beginning on or after December 15, 2008, and will apply to all business combinations occurring after the effective date. We are currently evaluating the requirements of SFAS 141R and the impact of adoption on our consolidated financial statements.

F-11

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In December 2007, the FASB issued SFAS 160, “Non-controlling Interests in Consolidated Financial Statements – an amendment of Accounting Research Bulletin No. 51, Consolidated Financial Statements” (“ARB 51”). This Statement amends ARB 51 to establish new standards that will govern the (1) accounting for and reporting of non-controlling interests in partially owned consolidated subsidiaries and (2) the loss of control of subsidiaries. Non-controlling interest will be reported as part of equity in the consolidated financial statements. Losses will be allocated to the non-controlling interest, and, if control is maintained, changes in ownership interests will be treated as equity transactions. Upon a loss of control, any gain or loss on the interest sold will be recognized in earnings. SFAS 160 is effective for periods beginning after December 15, 2008. We are currently evaluating the requirements of SFAS 160 and the impact of adoption on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently evaluating the impact of adopting SFAS 161 on our consolidated financial statements.

On June 16, 2008, the FASB issued final Staff Position (FSP) No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”, to address the question of whether instruments granted in share-based payment transactions are participating securities prior to vesting. The FSP determines that unvested share-based payment awards that contain rights to dividend payments should be included in earnings per share calculations. The guidance will be effective for fiscal years beginning after December 15, 2008. We are currently evaluating the requirements of (FSP) No. EITF 03-6-1 and the impact of adoption on our consolidated financial statements.

NOTE 2 - INVENTORIES

At April 30, 2008 and 2007, inventories consisted of the following:

	2008			2007
Raw materials	$	2,768,310		$	1,764,469
Finished goods		2,011,365			1,208,110
		4,779,675			2,972,579
Less: reserve for obsolete inventory		(72,632	)		(151,072	)
	$	4,707,043		$	2,821,507

Due to the short duration inherit in the manufacture of our products, we do not maintain a work-in-process inventory.

F-12

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 3 - PROPERTY AND EQUIPMENT

At April 30, 2008 and 2007, property and equipment consisted of the following:

	Estimated Life	2008			2007
Office Furniture	7 Years	$	3,547		$	3,209
Autos and Trucks	10 Years		19,901			4,075
Manufacturing Equipment	20 Years		13,265,656			11,869,416
Buildings	20 Years		4,730,037			3,700,454
Office Equipment	5 Years		70,374			60,642
Construction in Process			26,440			44,838
			18,115,955			15,682,634
Less: Accumulated Depreciation			(3,964,662	)		(2,491,941	)
		$	14,151,293		$	13,190,693

For the years ended April 30, 2008 and 2007, depreciation expense totaled $1,142,916 and $644,622, respectively.

NOTE 4 - DUE TO RELATED PARTIES

The Company pays management fees to Shandong Shengwang Group Corporation (“Group Corporation”), a company controlled by the Company’s president and chairman. The management fees, which are included in general and administrative expenses totaled $316,454 and $199,166 for the years ended April 30, 2008 and 2007, respectively. At April 30, 2008 and 2007, we owed Group Corporation management fees of $1,443 and $1,306, respectively.

On September 24, 2007, our subsidiary, Sunwin Canada, borrowed $430,000 from an unaffiliated party associated with the Chairman of the Company. The loan bears no interest, is unsecured and is due on demand.

NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at April 30, 2008 and 2007 totaled $264,576 and $765,265, respectively, and includes prepayments to suppliers for merchandise that had not yet been shipped to us, as well as services that had not yet been provided to us. We recognize prepayments as inventory or expense as suppliers make delivery of goods or provide service, in compliance with our accounting policy.

NOTE 6 - INCOME TAXES

The Company accounts for income taxes under SFAS No. 109, “Accounting for Income Taxes”. SFAS 109 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. SFAS 109 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.

The Company’s subsidiaries in China are governed by the Income Tax Law of the People’s Republic of China concerning Foreign Investment Enterprises and Foreign Enterprises and local income tax laws (the “PRC Income Tax Law”). Pursuant to the PRC Income Tax Law, wholly-owned foreign enterprises are subject to tax at a statutory rate of 33% (30% state income tax plus 3% local income tax). Commencing January 2008, the PRC Income Tax rate was reduced to a maximum of 25% (inclusive of state and local income taxes) for all companies.

F-13

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 6 - INCOME TAXES (CONTINUED)

The components of income (loss) before income tax consist of the following:

	Year Ended April 30,
	2008			2007
U.S. Operations	$	(2,253,073	)	$	(1,932,215	)
Chinese Operations		2,255,652			1,353,672
	$	2,579		$	(578,543	)

The components of the provision (benefit) for income taxes are as follows:

	Year Ended April 30,
	2008		2007
Federal, State and Local	$	—	$	—
Peoples Republic of China – Federal and Local		101,682		—
	$	101,682	$	—

The table below summarizes the reconciliation of the Company’s income tax provision (benefit) computed at the statutory U.S. Federal rate and the actual tax provision:

	Year Ended April 30,
	2008			2007
Income tax provision (benefit) at Federal statutory rate	$	—		$	(201,000	)
State income taxes, net of Federal Benefit		—			(27,000	)
Permanent differences		430,000			178,000
U.S. tax rate in excess of foreign tax rate		(213,000	)		(89,000	)
Abatement of foreign income taxes		(578,000	)		(448,000	)
Increase in valuation allowance		463,000			587,000
Tax provision (benefit)	$	102,000		$	—

The Company has a net operating loss (“NOL”) carryforward for United States income tax purposes at April 30, 2008 expiring through the year 2028. Management estimates the NOL as of April 30, 2008 to be approximately $3,028,000. The utilization of the Company’s NOL’s may be limited because of a possible change in ownership as defined under Section 382 of Internal Revenue Code.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has recognized, a valuation allowance for those deferred tax assets for which it is more likely than not that realization will not occur. The Company’s deferred tax assets as of April 30, 2008 are as follows:

NOL carryforwards	$	1,200,000
Valuation allowance		(1,200,000	)
Deferred tax asset, net of allowance	$	—

F-14

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 7 – STOCKHOLDERS’ EQUITY

PREFERRED STOCK

The Company is authorized to issue 1,000,000 shares of Preferred Stock, par value $.001, with such designations, rights and preferences as may be determined from time to time by the Board of Directors. At April 30, 2008 and 2007, there were no shares of preferred stock issued or outstanding.

COMMON STOCK

During the year ended April 30, 2008, the Company issued 1,097,160 shares of common stock upon the exercise of warrants for proceeds of $713,154.

During the year ended April 30, 2007, the Company issued 955,000 shares of common stock for consulting services rendered. In connection with the issuance of these common shares, the Company recorded stock-based consulting expense of $438,500.

During the year ended April 30, 2007, the Company issued 1,200,000 shares of common stock with a fair value of $600,000 for consulting services rendered. In connection with the issuance of these common shares, the Company recorded stock-based consulting expense of $9,863 in fiscal year 2007 and deferred compensation of $590,137 which was expensed during fiscal year 2008.

On March 23, 2007, the Company completed the sale of a $4,121,250 financing of units of its securities consisting of 9,812,500 shares of common stock at $0.42 per share and common stock purchase warrants to purchase 9,812,500 shares of common stock (“March 2007 Private Placement”). The warrants are exercisable at $0.65 per share and are exercisable for a term of five years. A placement agent for the transaction, Skyebanc, Inc., received a cash fee of $15,960 and warrants to purchase 38,000 shares of common stock on the same terms as the investor warrants. The Company paid due diligence fees to certain investors or their advisors; such fees consisted of an aggregate of $151,305 in cash and warrants to purchase 718,250 shares of common stock on the same terms as the investor warrants. The Company also paid consulting fees in relation to the March 2007 Private Placement of 225,000 warrants under the same terms as the investor warrants, and $150,330 in professional fees in connection with this offering.

STOCK OPTIONS

On March 23, 2005, the Company’s Board of Directors authorized and adopted the 2005 Equity Compensation Plan (the “2005 Plan”). The 2005 Plan reserved 5,000,000 of its authorized, but unissued shares of common stock for issuance. On February 7, 2006, the Company’s Board of Directors authorized and adopted the 2006 Equity Compensation Plan (the “2006 Plan”). The Company reserved 6,200,000 of its authorized but unissued shares of common stock for issuance under the 2006 Plan. The number of shares authorized under the 2005 or 2006 Plan, may be amended (subject to adjustment in the event of certain changes in our capitalization) without further action by the Board of Directors and stockholders, as required.

F-15

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 7 – STOCKHOLDERS’ EQUITY (CONTINUED)

STOCK OPTIONS (CONTINUED)

The purpose of these Plans is to encourage stock ownership by the Company’s officers, directors, key employees and consultants, and to give these persons a greater personal interest in the success of its business and an added incentive to continue to advance and contribute to the Company. Subject to the limitation on the aggregate number of shares issuable under the 2005 and 2006 Plans, there is no maximum or minimum number of shares as to which stock grant or plan options may be granted to any person. Shares used for stock grants, and plan options, may be granted from authorized and unissued shares or shares reacquired by the Company, including shares purchased in the open market. Shares covered by plan options which terminate unexercised will again become available for grant as additional options, without decreasing the maximum number of shares issuable under the plan, although such shares may also be used by the Company for other purposes.

The 2005 and 2006 Plans may be administered by the Company’s Board of Directors or an underlying committee of the Board (“Committee”). The Board of Directors or the Committee determines from time to time those of our officers, directors, key employees and consultants to whom stock grants or plan options are to be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted, the type of options to be granted, the dates such plan options become exercisable, the number of shares subject to each option, the purchase price of such shares and the form of payment of such purchase price. All other questions relating to the administration of the plans, and the interpretation of the provisions thereof and of the related option agreement, are resolved by the Board or Committee.

Plan options may either be options qualifying as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended or non-qualified options. The Company’s officers, directors, key employees and consultants are eligible to receive stock grants and non-qualified options under the plan; only its employees are eligible to receive incentive options. In addition, the 2005 and 2006 Plans allow for the inclusion of a reload option provision which permits an eligible person to pay the exercise price of the option with shares of common stock owned by the eligible person and receive a new option to purchase shares of common stock equal in number to the tendered shares.

Any incentive option granted under the plans must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant. The exercise price of any incentive option granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The term of each Plan’s option and the manner in which it may be exercised is determined by the Board of Directors or the Committee, provided that no option may be exercisable more than ten years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. The exercise price of non-qualified options shall be determined by the Board of Directors or the Committee, but shall not be less than the par value of our common stock on the date the option is granted. The per share purchase price of shares issuable upon exercise of either the 2005 Plan or 2006 Plan option may be adjusted in the event of certain changes in our capitalization, but no such adjustment shall change the total purchase price payable upon the exercise in full of options granted under the Plan.

All incentive stock options expire on or before the 10th anniversary of the date the option is granted; however, in the case of incentive stock options granted to an eligible employee owning more than 10% of the common stock, these options will expire no later than five years after the date of the grant. Non-qualified options expire 10 years and one day from the date of grant unless otherwise provided under the terms of the option grant.

In February 2006, the Company granted the remaining 75,000 shares issued under the 2006 Plan under a consulting agreement providing for 25,000 options vesting per month over a three month period. Of these shares, 50,000 and 25,000 were exercised in fiscal 2006 and 2007, respectively.

F-16

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 7 – STOCKHOLDERS’ EQUITY (CONTINUED)

STOCK OPTIONS (CONTINUED)

On February 7, 2006, the Company issued 4,000,000 options under the 2006 plan to purchase shares of the Company’s common stock to five employees. These options were granted for services to be rendered over three years. Of these 4,000,000 options issued to the employees, options to purchase 3,200,000 shares of the Company’s common stock at $0.90 per share were granted to four employees and options to purchase 800,000 shares of the Company’s common stock at $1.00 per share were granted to one employee. The fair value of these option grants were estimated at $0.184 and $ 0.169 per option respectively on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of -0- %; expected volatility of 119 %; risk-free interest rate of 4.65 % and an expected holding period of one year. In connection with these options, the Company recorded deferred compensation of $722,137 to be amortized over the service period of three years. For the years ended April 30, 2008 and 2007, amortization of deferred consulting expense amounted to $240,712 and $240,712, respectively. All options were exercisable on the date of grant. All 4,000,000 options were exercised during the year ended April 30, 2006. With regard to the exercise of options in the amount of $3,680,000 as of April 30, 2006, the Company recorded subscriptions receivable until such time as payment was received by the Company. For the year ended April 30, 2007, a total of $3,307,100 was received by the Company, and the subscription receivable was reduced to $372,900.

There were no options granted during the years ended April 30, 2008 and 2007.

As of April 30, 2008, no options were outstanding or available for issuance under the 2005 or 2006 Plan.

A summary of the changes to the Company’s outstanding stock options granted during the years ended April 30, 2008 and 2007 is as follows:

	Shares			Weighted Average Exercise Price
Outstanding at April 30, 2006		25,000			$	0.50
Granted		—				—
Exercised		(25,000	)			0.50
Forfeited		—				—
Outstanding at April 30, 2007		—				—
Granted		—				—
Exercised		—				—
Forfeited		—				—
Outstanding at April 30, 2008		—				—
Options exercisable at end of period		—			$	—
Weighted average Fair Value of Options granted during the period		—			$	—

F-17

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 7 – STOCKHOLDERS’ EQUITY (CONTINUED)

COMMON STOCK PURCHASE WARRANTS

In connection with an offering of securities completed in March 2007, the Company issued 9,812,500 shares of common stock at $0.42 per share and 9,812,500 common stock purchase warrants to investors. Gross proceeds of the offering totaled $4,121,500. The warrants are exercisable at $0.65 per share for five years from issuance. In connection with this offering, the Company also issued an additional 981,250 warrants, exercisable under the same terms and conditions as the investor warrants, to finders and consultants in the transaction, including 38,000 to Skyebanc, Inc. who served as a placement agent and 225,000 warrants to China Direct Investments, Inc. who served as a consultant in the transaction, and 718,250 warrants to certain advisors for due diligence fees.

COMMON STOCK PURCHASE WARRANTS (CONTINUED)

During fiscal year 2008, 1,097,160 of the March 2007 warrants were exercised with proceeds to the Company of $713,154.

A summary of the changes of the Company’s outstanding stock warrants granted for the years ended April 30, 2008 and 2007 is as follows:

	Shares			Weighted Average Exercise Price
Outstanding at April 30, 2006		—				—
Granted		10,793,750			$	0.65
Exercised		—				—
Forfeited		—				—
Outstanding at April 30, 2007		10,793,750				0.65
Granted		—				—
Exercised		(1,097,160	)			0.65
Forfeited		—				—
Outstanding at April 30, 2008		9,696,590				0.65
Warrants exercisable at end of period		9,696,590			$	0.65
Weighted average Fair Value of Warrants granted during the period		—			$	0.65

F-18

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 8 - CONSULTING AGREEMENTS AND COMMITMENTS

CONSULTING AGREEMENTS

In March, 2007, the Company entered into a consulting agreement with China Direct and Capital One Resources Co., Ltd. for assistance in connection with its financing, consisting of common stock and warrants totaling $4,121,250 completed on March 23, 2007.  In connection with this agreement, we issued 150,000 shares to China Direct and 500,000 shares to Capital One Resources with a fair value of $66,000 and $220,000, respectively.

On April 24, 2007 the Company entered into a consulting agreement with CDI Shanghai Management Co., Ltd. In connection with this agreement, the Company issued 1,200,000 shares of the Company’s common stock, with a fair valued of $600,000, to be earned over the term of the agreement which expired on April 30, 2008. For the fiscal year ended April 30, 2008 and 2007, amortization of deferred consulting expenses amounted to $590,137 and $9,863, respectively. The agreement further provided the company would pay Capital One Resources Co., Ltd. and/or its designees discretionary award fees payable in cash or marketable securities. In April 2007, under the terms of this agreement, we paid an additional award fee of 305,000 shares of our common stock with a fair value of $152,500.

On April 30, 2007, the Company and its wholly owned subsidiary Sunwin Stevia International Corp. entered into an agreement with China Direct. Under the terms of the agreement China Direct, shall assist with the business development efforts related to Sunwin Stevia International Corp. including but not limited to efforts related to the OnlySweet line of products. As consideration for these services China Direct was entitled to receive an annual fee, in perpetuity, equal to four percent (4%) of the annual gross sales revenue generated by Sunwin Stevia International Corp. and/or its proprietary line of products (the “Annual Fee”). The Annual Fee was to be calculated after each fiscal year end and shall be paid quarterly in four (4) equal installments over the following fiscal year on March 31, June 30, September 30 and December 31. This Annual Fee was to continue in perpetuity and survive any termination of consulting services rendered by China Direct to the Company. In the event of any sale, merger, transfer of rights or disposition of assets of Sunwin Stevia, the Annual Fee shall survive and continue to be paid by the acquirer(s). During fiscal year ended 2008, this agreement was modified to waive payment and accrual of this fee until a later date to be mutually agreed upon by the parties.

OPERATING LEASES

The Company leases office and manufacturing space under leases in Shandong, China that expire through 2014.

All facilities related to traditional Chinese medicine are leased from Shandong Shengwang Pharmaceutical Group Corporation (Shandong) a related party. This lease term will be expired on October 1, 2012 with annual lease payment of $21,592.

In October 2002, Qufu entered into a lease agreement with Qufu LuCheng Chiya Resident Commitment, an unaffiliated local governmental owned entity, which covers the approximate 25,200 square foot facilities used by our veterinary medicine product group. This lease, which expires on August 20, 2012, provides for annual rent of approximately $24,290, payable in a lump sum annually.

In April 2004, Qufu entered into a lease agreement with Qufu ShengDa Industry Co., Ltd., an unaffiliated local governmental owned entity, which covers the approximate 36,000 square foot facilities used by our stevioside product group. This lease, which expires on April 1, 2014, provides for annual rent of approximately $4,048, for the first three years of the term and thereafter increases to approximately $6,747 for the balance of the lease term, payable in a lump sum annually.

F-19

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 8 - CONSULTING AGREEMENTS AND COMMITMENTS (CONTINUED)

OPERATING LEASES (CONTINUED)

Future minimum rental payments required under these operating leases are as follows:

Period:	Total		Shandong
Period Ended April 30, 2009	$	52,629	$	21,592
Period Ended April 30, 2010	$	52,629	$	21,592
Period Ended April 30, 2011	$	52,629	$	21,592
Period Ended April 30, 2012	$	52,629	$	21,592
Period Ended April 30, 2013	$	23,841	$	8,997
Thereafter	$	6,185	$	0

Rent expense included in general and administrative expenses for the years ended April 30, 2008 and 2007 totaled to $52,629 and $49,149, respectively.

NOTE 9 - LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceeding. No federal, state or local governmental agency is presently contemplating any proceeding against the Company.

NOTE 10 - OPERATING RISK

(a) Country risk

Currently, the Company’s revenues are mainly derived from the manufacture and sale of stevioside, traditional Chinese medicine, organic herbal medicine, and veterinary products in the People’s Republic of China (“PRC”). The Company hopes to expand its operations to countries outside the PRC; however, such expansion has not been commenced and there are no assurances that the Company will be able to achieve such an expansion successfully. Therefore, a downturn or stagnation in the economic environment of the PRC could have a material adverse effect on the Company’s financial condition.

(b) Products risk

In addition to competing with other PRC based companies, the Company could have to compete with larger U.S. companies who have greater funds available for expansion, marketing, research and development and the ability to attract more qualified personnel if access is allowed into the PRC market. If U.S. companies do gain access to the PRC markets, they may be able to offer products at a lower price. There can be no assurance that the Company will remain competitive should this occur.

F-20

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 10 - OPERATING RISK (CONTINUED)

(c) Exchange risk

The Company can not guarantee that the current exchange rate will remain steady, therefore there is a possibility that the Company could post the same amount of profit for two comparable periods when expressed in Chinese Renminbi (“RMB”), and because of a fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RMB converted to U.S. dollars on that date. The exchange rate could fluctuate depending on changes in the political and economic environments without notice.

(d) Political risk

Currently, the PRC is in a period of growth and is openly promoting business development in order to bring more business into the PRC. Additionally, the PRC allows a Chinese corporation to be owned by a United States corporation. If the laws or regulations are changed by the PRC government, our ability to operate the PRC subsidiaries could be affected.

(e) Key personnel risk

The Company’s future success depends on the continued services of executive management in China. The loss of any of their services would be detrimental to us and have an adverse effect on business development. The Company does not currently maintain key-man insurance on their lives. Future success is also dependent on the ability to identify, hire, train and retain other qualified managerial and other employees. Competition for these individuals is intense and increasing.

(f) Performance of subsidiaries risk

Currently all of the Company’s revenues are derived via the operations of Qufu and its subsidiaries. Economic, governmental, political, industry and internal company factors outside of the Company’s control affect each of the subsidiaries. If the subsidiaries do not succeed, the value of the assets and the price of our common stock could decline. Some of the material risks relating to the subsidiary companies include the fact that Qufu and all of its subsidiaries are located in China and have specific risks associated with that and the intensifying competition for the Company’s products and services.

F-21

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 11 - SEGMENT INFORMATION

The following information is presented in accordance with SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information. In the periods ended April 30, 2008 and 2007, the Company operated in two reportable business segments - (1) sale of natural sweetener (stevioside) and (2) the sale of essential traditional Chinese medicine, organic herbal medicine, neutraceutical products, and animal medicines prepared from organic herbal ingredients. The Company’s reportable segments are strategic business units that offer different products. They are managed separately based on the fundamental differences in their operations. Condensed information with respect to these reportable business segments for the years ended April 30, 2008 and 2007 is as follows:

Year Ended April 2008:

	Natural Sweetener (Stevioside)		Chinese and Veterinary Medicines		Corporate and Other			Consolidated
Net Revenues	$	12,865,842	$	10,066,380	$	—		$	22,932,222
Interest income		19,515		56,910		3,905			80,330
Depreciation and amortization		867,444		275,472		—			1,142,916
Net income (loss)		502,808		1,024,102		(1,524,331	)		2,579
Long-lived asset expenditures		699,935		40,087		—			740,022
Segment Assets	$	17,753,154	$	12,284,076	$	60,657		$	30,097,887

Year Ended April 30, 2007:

	Natural Sweetener (Stevioside)		Chinese and Veterinary Medicines		Corporate and Other			Consolidated
Net Revenues	$	8,351,383	$	6,892,185	$	—		$	15,243,568
Interest income		65,108		19,518		3,068			87,694
Depreciation and amortization		325,044		319,578		—			644,622
Net income (loss)		821,290		559,447		(1,959,280	)		(578,543	)
Long-lived asset expenditures		8,136,598		49,790		—			8,186,388
Segment Assets	$	13,850,346	$	10,037,784	$	2,431,238		$	26,319,368

F-22

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2008 AND 2007

NOTE 12 - SUBSEQUENT EVENTS

On June 30, 2008, our wholly owned subsidiary, QuFu Natural Green Engineering Co., Ltd., (“Qufu Natural Green”) entered into an Acquisition Agreement (the “Agreement”) with Qufu Shengwang Stevia Biology and Science Co., Ltd., a limited liability company organized under the laws of the people’s Republic of China (“Qufu Shengwang”) and its shareholder Shandong Shengwang Group Co., Ltd., a limited liability company organized under the laws of the Peoples Republic of China (“Shandong”). QuFu Shengwang was formed as a foreign invested entity in June 2007 with registered capital of $3,000,000. Qufu Shengwang sells stevia food additives and agricultural organic fertilizers and bio fertilizers which it manufactures in its production facility located in China.

Under the terms of the Agreement, Qufu Natural Green acquired Shadong’s 60% interest in Qufu Shengwang for a price of $7,016,200 (the “Qufu Shengwang Acquisition”). Shandong is owned by Laiwang Zhang, the Company’s President and Chairman of the board of directors. The purchase price of the Qufu Shengwang Acquisition represents 60% of the value of the net tangible assets of Qufu Shengwang as of April 30, 2008.

Upon completion of the Qufu Shengwang Acquisition, Shandong will purchase up to 29,000,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) at a price of $.25 per share no later than July 31, 2008. The number of shares which Shandong may purchase from the Company represents approximately 33% of the issued and outstanding Common Stock of the Company prior to the transaction.

F-23

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(b)

Exhibit No.	Description
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 (Amendment No. 3) 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 22, 2008
By:	/s/ Fanjun Wu
	Fanjun Wu, Chief Financial Officer, and
	Principal Accounting and Financial Officer
	September 22, 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 22, 2008
Laiwang Zhang
s/s Dongdong Lin	Chief Executive Officer, Director,	September 22, 2008
Dongdong Lin	Principal Executive Officer
s/s Fanjun Wu	Chief financial Officer and Principal	September 22, 2008
Fanjun Wu	Accounting Officer
s/s Chengxiang Yan	Director	September 22, 2008
Chengxiang Yan