8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

___________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):   September 2, 2008

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Nevada	033-10456	56-2416925
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

6 Youpeng Road, Qufu, Shandong, China 273100

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(86) 537-4424999

(ISSUER TELEPHONE NUMBER)

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note:

This Current Report on Form 8-K is being filed to disclose an amendment to the agreements referred to in the Form 8-K previously filed by the Company on July 7, 2008, the filing date of the financial statements referred to therein and certain other information contained herein.

Item 1.01 Entry Into a Material Definitive Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 2, 2008, Sunwin International Neutraceuticals, Inc.’s (the “Company”) wholly owned subsidiary, QuFu Natural Green Engineering Co., Ltd., a limited liability company organized under the laws of the Peoples Republic of China (“Qufu Natural Green”) entered into an amendment to the June 30, 2008 Acquisition Agreement (the “Acquisition Agreement Amendment”) with Qufu Shengwang Stevia Biology and Science Co., Ltd., a limited liability company organized under the laws of the Peoples 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 Shengwang”).

Under the terms of the Acquisition Agreement Amendment, Qufu Natural Green will acquire Shandong Shengwang’s 60% interest in Qufu Shengwang for a price of $6,200,413 which it will pay in cash at closing (the “Qufu Shengwang Acquisition”). Shandong Shengwang is majority 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 of $10,334,022 as of April 30, 2008 as determined by an independent audit prepared in accordance with generally accepted accounting principles in the United States. Qufu Shengwang’s net tangible assets were reduced from $11,693,666 to $10,334,022 as a result of the application of generally accepted accounting principles in the United States (“US GAAP”) required to eliminate the difference between the fair market value and cost basis of the land use rights that were recorded by Qufu Shengwang in its financial statements prior to completion of an audit to its financial statements as of April 30, 2008. The closing on the Qufu Shengwang Acquisition shall take place not later than September 30, 2008 with an effective date for completion of the transaction as of September 1, 2008.

The Company is utilizing its cash on hand to acquire the 60% interest in Qufu Shengwang. Upon completion of the Qufu Shengwang Acquisition, Shandong Shengwang will purchase 29,525,776 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) at a price of $.21 per share. The number of shares which Shandong Shengwang may purchase from the Company represents approximately 34% of the issued and outstanding Common Stock of the Company (the “Qufu Shengwang Sale”).

Item 3.02 Unregistered Sales of Equity Securities.

On September 2, 2008, the Company entered into an amendment to the June 30, 2008 Stock Sale and Purchase Agreement (the “Stock Sale Agreement Amendment”) with Shandong Shengwang to purchase 29,525,776 shares of the Company’s Common Stock at a price of $.21 per share, representing approximately 34% of the issued and outstanding Common Stock of the Company. In addition, the Stock Sale Agreement Amendment provides that in the event Qufu Shengwang does not earn a minimum of $5,000,000 in net income as determined in accordance with US GAAP (the “Target Amount”) over a period of 36 consecutive months beginning the first day of the month following the closing of the stock purchase (the “Earnings Target Period”), then Shandong Shengwang shall be obligated to return to Sunwin International a number of shares of Sunwin International’s Common Stock equal to an amount computed by multiplying (i) a fraction, the numerator of which is the Target Amount less the amount of Qufu Shengwang’s net income earned over the Earn-Out Period and the denominator is the Target Amount; by (ii) 29,525,776, the number of Shares purchase under the Stock Sale Agreement Amendment. The closing under the Stock Sale Agreement Amendment shall take place not later than September 30, 2008.

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Item 7.01 Regulation FD Disclosure.

The Company hereby incorporates by reference into this Item 7.01 the Company’s press release dated September 8, 2008 which is furnished as Exhibit 99.1 to this Form 8-K.

The information furnished with this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but not later than 71 days after the date this Current Report on Form 8-K is required to be filed. Consequently, no financial statements related to the Qufu Shengwang Acquisition will be filed as an amendment to the Form 8-K previously filed by the Company on July 7, 2008.

(b) PRO FORMA FINANCIAL INFORMATION.

The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 days after the date this Current Report on Form 8-K is required to be filed. Consequently, no financial statements related to the Qufu Shengwang Acquisition will be filed as an amendment to the Form 8-K previously filed by the Company on July 7, 2008.

(d) The following exhibits are filed with this Current Report:

10.15	September 2, 2008 Amendment to Acquisition Agreement by and among QuFu Natural Green Engineering Co., Ltd. and Qufu Shengwang Stevia Biology and Science Co., Ltd. and Shandong Shengwang Group, Co., Ltd. dated as of June 30, 2008.
10.16	September 2, 2008 Stock Sale And Purchase Agreement between Sunwin International Neutraceuticals, Inc. and Shandong Shengwang Group Co., Ltd. dated as of June 30, 2008.
99.1	Press Release (furnished herewith).

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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 hereunto duly authorized.

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.

Date: September 8, 2008 By: /s/ Dongdong Lin

Dongdong Lin

Chief Executive Officer

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EX-10

Exhibit 10.15

AMENDMENT TO ACQUISITION AGREEMENT

THIS AMENDMENT (the “Amendment”) is made effective as of September 2, 2008 by and between QuFu Natural Green Engineering Co., Ltd., a limited liability company organized under the laws of the Peoples Republic of China (“Qufu Natural Green”), and Qufu Shengwang Stevia Biology and Science Co., Ltd., a limited liability company organized under the laws of the Peoples Republic of China (the “Company” or “Qufu Shengwang”), and Shandong Shengwang Group, Co., Ltd., a limited liability company organized under the laws of the Peoples Republic of China, an owner of an interest in Qufu Shengwang (“Shandong Shengwang”). Qufu Natural Green, Qufu Shengwang and Shandong Shengwang may collectively be referred to as the “Parties”.

BACKGROUND

A.Qufu Natural Green, Qufu Shengwang and Shandong Shengwang are the parties to that certain Acquisition Agreement dated as of June 30, 2008 (the "Agreement"); and

B.        The amount of the net tangible assets of Qufu Shengwang was reduced from $11,693,666 to $10,334,022 as a result of the application of generally accepted accounting principles in the United States (“US GAAP”) required to eliminate the difference between the fair market value and cost basis of the land use rights that were recorded by Qufu Shengwang in its financial statements prior to completion of an audit to its financial statements as of April 30, 2008;

C.        As a result of the application of US GAAP, the parties desire to amend certain parts of the Agreement as set forth below.

NOW, THEREFORE, in consideration of the execution and delivery of the Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Section 1 of the Agreement is hereby deleted in its entirety and replaced with the following:

1. CONSIDERATION

Subject to the terms and conditions of this Agreement, Qufu Natural Green shall acquire the Qufu Shengwang Interest for a total consideration of $6,200,413 in cash, which amount represents 60% of the value of the net tangible assets of Qufu Shengwang of $10,334,022 as of April 30, 2008 as determined by an independent audit prepared in accordance with generally accepted accounting principles in the United States, payable in cash at Closing (the “Purchase Price”).

2. Section 2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

2(a).   The closing shall take place not later than September 30, 2008 (the “Closing”). The parties agree that, subject to the Closing, the acquisition of Qufu Shengwang shall be effective as of September 1, 2008.

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3. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Agreement. All initial capitalized terms used in this Amendment shall have the same meaning as set forth in the Agreement unless otherwise provided. Except as specifically modified hereby, all of the provisions of the Agreement which are not in conflict with the terms of this Amendment shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

Qufu Natural Green Engineering Co., Ltd.

By: /s/ Chengxiang Yan

Name: Chengxiang Yan

Title: General Manager

Qufu Shengwang Stevia Biology and Science Co., Ltd. By: /s/ Jeong Ill-Hwan Name: Jeong Ill-Hwan Title: General Manager Shandong Shengwang Group, Co., Ltd. By: /s/ Xia Li Name: Xia Li Title: General Manager

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EX-10

Exhibit 10.16

AMENDMENT TO STOCK SALE AGREEMENT

THIS AMENDMENT (the “Amendment”) is made effective as of September 2, 2008 by and between Sunwin International Neutraceuticals, Inc., a Nevada corporation, (“Sunwin International”) and Shandong Shengwang Group Co., Ltd. a limited liability company organized under the laws of the Peoples Republic of China (“Shandong Shengwang”). Sunwin International and Shandong Shengwang may collectively be referred to as the “Parties”.

BACKGROUND

A.Shandong Shengwang and Sunwin International are the parties to that certain Stock Sale and Purchase Agreement dated as of June 30, 2008 (the "Agreement"); and

B.        The amount of the net tangible assets of Shandong Shengwang was reduced from $11,693,666 to $10,334,022 as a result of the application of generally accepted accounting principles in the United States (“US GAAP”) required to eliminate the difference between the fair market value and cost basis of the land use rights that were recorded by Qufu Shengwang in its financial statements prior to completion of an audit to its financial statements as of April 30, 2008;

C.        As a result of the application of US GAAP, the parties desire to amend certain parts of the Agreement as set forth below.

NOW, THEREFORE, in consideration of the execution and delivery of the Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Section 1 of the Agreement is hereby deleted in its entirety and replaced with the following:

1. CONSIDERATION

(a) Subject to the terms and conditions of this Agreement, Sunwin International shall acquire a number of shares of Sunwin International’s Common Stock (the “Purchased Shares”) calculated by dividing: (i) $6,200,413, which is equal to 60% of the value of the net tangible assets of Qufu Shengwang of $10,334,022 as of April 30, 2008 as determined by an independent audit prepared in accordance with US GAAP; by (ii) the average closing price of Sunwin International’s common stock on the OTC Bulletin Board over the 20 day period preceding the date of this Amendment which amount is $0.21 (the “Purchase Price”). The Purchase Price shall be payable in cash at the Exchange.

(b) In the event Qufu Shengwang does not earn a minimum of $5,000,000 in net income as determined in accordance with US GAAP (the “Target Amount”) over a period of 36 consecutive months beginning the first day of the month following the Exchange (the “Earnings Target Period”), then Shandong Shengwang shall be obligated to return to Sunwin International a number of shares of Sunwin International’s common stock equal to an amount computed by multiplying (i) a fraction, the numerator of which is the Target Amount less the amount of Qufu Shengwang’s net income earned over the Earn-Out Period and the denominator is the Target Amount; by (ii) the number of Purchased Shares.

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2. Section 2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

2(a).   The exchange of the stock for cash shall take place not later than September 30, 2008 (the “Exchange”).

3. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Agreement. All initial capitalized terms used in this Amendment shall have the same meaning as set forth in the Agreement unless otherwise provided. Except as specifically modified hereby, all of the provisions of the Agreement which are not in conflict with the terms of this Amendment shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

Shandong Shengwang Group Co., Ltd. By: /s/ Xia Li Name: Xia Li Title: General Manager Sunwin International Neutraceuticals, Inc. By: /s/ Dongdong Lin Name: Dongdong Lin Title: CEO

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EX-99

Exhibit 99.1

Sunwin International Neutraceuticals Acquires 60% interest in Qufu Shengwang Stevia Biology and Science Company

The Company Enters Business of Organic Bio-Fertilizer and Organic Animal Feed

QUFU, CHINA--(MARKET WIRE)—September 8, 2008 – Sunwin International Neutraceuticals, Inc. (OTC BB: SUWN), a leader in the production and distribution of Chinese herbs, veterinary medicines and one of the world’s leading producers of all natural, zero calorie Stevia in China, announced today that on September 2, 2008 its wholly owned subsidiary, Qufu Natural Green Engineering Co., Ltd. entered into an amendment to its June 30, 2008 agreement to acquire a 60% equity interest of Qufu Shengwang Stevia Biology and Science Co., Ltd. (“Qufu Shengwang”) from Shandong Shengwang Group Co., Ltd. (“Shengwang”) and an amendment to the stock purchase agreement entered into between Sunwin International and Shengwang as of June 30, 2008.

Pursuant to the September 2, 2008 amendments, Sunwin International acquired a 60% interest in Qufu Shengwang for a purchase price of $6,200,413 through a stock exchange. The purchase price was based on the net tangible book value of Qufu Shengwang as set forth in its financial statements as of April 30, 2008 which were audited in accordance with Generally Accepted Accounting Principles in the United States and shares of Sunwin issued were based on a twenty day moving average of Sunwin’s common stock ending on August 29, 2008. As part of the amended transaction, the parties have entered into a “make good” agreement in which Shengwang agreed to return to Sunwin International a prorata number of the shares it acquired as part of this transaction in the event that Qufu Shengwang does not earn a minimum of $5,000,000 in net income over a period of 36 consecutive months after completion of the acquisition.

Management of Sunwin International estimates that Qufu Shengwang has the current capacity to generate approximately $15 million in sales annually and yield a 20% to 30% net profit margin. Qufu Shengwang was founded with its South Korean partner, Korea Stevia Co., Ltd. and Shengwang Group Corp. in June 2007. Qufu Shengwang manufactures and sells animal feed, agricultural organic fertilizers and bio fertilizers produced from the residue of stevia stock leaves. These Stevia based fertilizers and animal feeds have numerous benefits including low cost production, high nutrient value for soil, higher fructose levels with fewer calories for feeds and a proven ability to breakdown nicotine, dioxin and other harmful chemicals for plants.

Commenting on the Joint Venture, Ms. Dongdong Lin, Sunwin International CEO, stated, “We are very pleased to acquire Qufu Shengwang, as we strive to expand our business through vertical integration. Qufu Shengwang is a natural fit for our company as it uses stevia residue to make organic bio-fertilizer and organic animal feeds. In addition, its products are sold into many of the same end markets as our current line of veterinary feeds and medicines. It broadens our product offerings and enables us to profitably monetize parts of the stevia plant that would presently be waste in our production process. We are confident that this operation coupled with our current growing operations will lead to a strong financial performance in fiscal 2009 and beyond.”

About Sunwin International Neutraceuticals, Inc.

Sunwin International Neutraceuticals engages in the areas of essential traditional Chinese medicine, zero calorie natural sweeteners (stevia), and veterinary medicines and feeds prepared from 100 percent organic herbal ingredients. As an industry leader in agricultural processing, Sunwin has built an integrated global firm with the sourcing and production capabilities to meet the needs of consumers throughout the world. Sunwin also makes such value-added products as specialty veterinary food ingredients and specialty feed ingredients. For more info about Sunwin, please visit http://www.sunwin.biz

Safe Harbor Statement

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Sunwin International Neutraceuticals, Inc., is hereby providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in forward-looking statements (as defined in such act). Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intends,” “plans,” “believes” and “projects”) may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. These statements include, but are not limited to, our guidance and expectations regarding revenues, net income and earnings. In addition, any such statements are qualified in their entirety by reference to, and are accompanied by, the following key factors that have a direct bearing on our results of operations: our ability to effectively integrate our acquisitions and to manage our growth and our inability to fully realize any anticipated benefits of acquired business; our need for additional financing which we may not be able to obtain on acceptable terms, the dilutive effect additional capital raising efforts in future periods may have on our current shareholders; our dependence on certain key personnel; the lack various legal protections in certain agreements to which we are a party and which are material to our operations which are customarily contained in similar contracts prepared in the United States; the business operating risks and new technology in the business we seek to enter into and currently operate in; the effect of changes resulting from the political and economic policies of the Chinese government on our assets and operations located in the PRC; the influence of the Chinese government over the manner in which our Chinese subsidiaries must conduct our business activities; the limitation on our ability to receive and use our revenues effectively as a result of restrictions on currency exchange in China; our ability to enforce our rights due to policies regarding the regulation of foreign investments in China; our ability to comply with the United States Foreign Corrupt Practices Act which could subject us to penalties and other adverse consequences; and our ability to establish adequate management, legal and financial controls in the PRC.

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We caution that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Contact:

For the Company:

Jeff Reynolds

Telephone: 972-377-2339

Email: jreynolds@onlysweet.com

Investors:

Matt Kreps

Telephone: 469-362-5960

Email: matt@magnoliair.com

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