suwn8-k.htm

0001448788-10-000140.txt : 20100706 0001448788-10-000140.hdr.sgml : 20100705 20100706172556 ACCESSION NUMBER: 0001448788-10-000140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100629 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100706 DATE AS OF CHANGE: 20100706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. CENTRAL INDEX KEY: 0000806592 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 562416925 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53595 FILM NUMBER: 10939799 BUSINESS ADDRESS: STREET 1: 6 YOUPENG ROAD CITY: QUFU, SHANDONG STATE: F4 ZIP: 273100 BUSINESS PHONE: (86) 537-4424999 MAIL ADDRESS: STREET 1: 6 YOUPENG ROAD CITY: QUFU, SHANDONG STATE: F4 ZIP: 273100 FORMER COMPANY: FORMER CONFORMED NAME: NETWORK USA INC DATE OF NAME CHANGE: 20000731 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC RESOURCES INC DATE OF NAME CHANGE: 19870605 8-K 1 suwn8-k.htm SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. JUNE 29, 2010 FORM 8-K suwn8-k.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

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): June 29, 2010

SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Nevada	000-53595	56-2416925
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

6 Shengwang Ave, 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))

Item 1.01 Entry into a Material Definitive Agreement.

On June 29, 2010 Qufu Natural Green Engineering Co., Ltd. (“Qufu Natural Green”) a wholly owned subsidiary of Sunwin International Neutraceuticals, Inc. (the “Company”) entered into a Stock Sale and Purchase Agreement (the “Agreement”) to sell its 100% ownership interest in Shengya Veterinary Medicine Co., Ltd. (“Shengya”) to Mr. Laiwang Zhang, the Company’s President and Chairman of its Board of Directors.

Shengya manufactures and sells a variety of veterinary medicines in China that historically represents less than 20% of the total revenues of the Company and represented approximately 12% of the total revenues of the Company in its fiscal year ended April 30, 2010 compared to 16.7% in the fiscal year ended April 30, 2009. The Company has determined to streamline its product offerings to focus on its core business of producing and selling stevia and other herb-based products including herb extracts and herb medicines. Consequently, the Company has determined to exit all business activities related to its veterinary medicines and sell its 100% interest in Shengya to Mr. Zhang.

Under the terms of the Agreement, the purchase price for the 100% ownership interest in Shengya is $5,003,869, the net book value of Shengya’s assets (total assets minus total liabilities) as set forth on its consolidated balance sheet as of April 30, 2010 (the “Purchase Price”). Upon closing of the transaction, Mr. Zhang will pay the Purchase Price by cancelling 7,818,545 shares of the Company’s common stock he owns (the “Cancelled Shares”). The value of the Company’s common stock for purposes of computing the number of Cancelled Shares was the average of the closing price of the stock over the 10 trading days prior to the date of the Agreement. The transaction is expected to close on July 31, 2010.

The Company does not expect to incur any material costs or take any charges upon the closing of this transaction pursuant to the Agreement and does not expect any in the future.

Item 2.01 Completion of Acquisition or Disposition of Assets.

See the disclosure related to Item 1.01 Entry into a Material Definitive Agreement.

Item 2.05 Costs Associated with Exit or Disposal Activities.

See the disclosure related to Item 1.01 Entry into a Material Definitive Agreement.

Item 7.01 Regulation FD Disclosure.

On July 7, 2010, the Company will issue a press release to announce the signing of the Stock Sale and Purchase Agreement to sell its 100% ownership interest in Shengya to Mr. Laiwang Zhang. A copy of the press release 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.

(d)		Exhibits:
	10.1	Stock Sale and Purchase Agreement by and between Qufu Natural Green Engineering Co., Ltd., Shengya Veterinary Medicine Co., Ltd. and Mr. Laiwang Zhang dated June 29. 2010.
	99.1	Sunwin International Neutraceuticals, Inc. July 7, 2010 Press Release (furnished herewith).

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: July 6, 2010	By:	/s/ Dongdong Lin
		Dongdong Lin, Chief Executive Officer

EX-10.1 2 suwn8kexh10-1.htm STOCK SALE AND PURCHASE AGREEMENT BY AND BETWEEN QUFU NATURAL GREEN ENGINEERING CO., LTD., SHENGYA VETERINARY MEDICINE CO., LTD. AND MR. LAIWANG ZHANG DATED JUNE 29. 2010. suwn8kexh10-1.htm

Exhibit 10.1

STOCK SALE AND PURCHASE AGREEMENT

This STOCK SALE AND PURCHASE AGREEMENT (the "Agreement") dated as of June 29, 2010 is entered into by and between Qufu Natural Green Engineering Co., Ltd., a Chinese limited liability company (“Seller”) and a wholly owned subsidiary of Sunwin International Neutraceuticals, Inc. (the “Company”), Shengya Veterinary Medicine Co., Ltd., a limited liability company organized under the laws of the Peoples’ Republic of China (“Shengya”), and Mr. Laiwang Zhang (the "Buyer"), a Chinese citizen and the President and Chairman of the Company.

RECITALS

WHEREAS, the Seller owns 100% of the ownership interests in Shengya (the “Shengya Interest”).

WHEREAS, Shengya manufactures and sells a variety of veterinary medicines in China (the “Business”) that historically represents less than 20% of the total revenues of the Company and represented approximately 12% of the total revenues of the Company in fiscal year ended April 30, 2010 compared to 16.7% in the fiscal year ended April 30, 2009.

WHEREAS, The Company has determined to streamline its product offerings to focus on its core business of producing and selling stevia and other herb-based products including herb extracts, herb medicines.

WHEREAS, the Seller has determined to exit all business activities related to the Business and sell its 100% interest in Shengya to the Buyer.

WHEREAS, Buyer is the President and Chairman of the Company, the parent company of the Seller.

WHEREAS, Buyer is desirous of acquiring the Shengya Interest and the Business.

WHEREAS, Seller desires to convey, sell and assign to Buyer all of Seller’s right, title and interest in and to the Shengya Interest upon the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Recitals. The foregoing recitals are true and correct.

2. Purchase Price. Subject to the terms and conditions of this Agreement, Buyer shall acquire 100% of the ownership interests in Shengya (the “Shengya Interest “) by cancelling the number of shares of the Company’s common stock, $.001 par value computed as follows: divide (x) the net book value of Shengya’s assets (total assets minus total liabilities) as set forth on its consolidated balance sheet as of April 30, 2010 as set forth on Exhibit “A” to this Agreement by the average of the closing price of the Company’s common stock over the 10 trading days prior to the date of this Agreement (the “ ;Purchase Price”).

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3. Representations and Warranties of Shengya, Seller and the Company.

3.1 Organization and Good Standing. Shengya is a Chinese limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of formation, with full corporate power and authority to own, lease and operate its business and properties and to carry on business in the places and in the manner as presently conducted or proposed to be conducted.

3.2 Authority and Enforcement. Shengya, Seller and the Company have all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby. Shengya, Seller and the Company have taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Shengya, Seller and the Company, enforceable against them in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subjec t to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.

3.3 Capitalization of Shengya. The registered capital of Shengya is RMB 3,000,000. One hundred (100%) of the ownership interests in the Company are owned by the Seller.

4. Representations and Warranties of Buyer.

4.1 Good Standing. Buyer is a Chinese citizen with full power and authority to own, lease and operate properties and to carry on business under the laws of Peoples’ Republic of China.

4.2 Authority and Enforcement. Buyer has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby. This Agreement constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.

4.3 Good Title to the Shengya Interest. The Seller has good and marketable title to the Shengya Interest, free and clear of all liens, pledges, options, claims, title defects, encumbrances, charges and other restrictions of every kind (collectively, the “Liens”). There are no unpaid taxes or other matters which are or could become a Lien on the Shengya Interest.

4.3 Information on the Buyer and Shengya’s Business. The Buyer has served as the Chairman of Shengya and the Seller since January 2003 and the President and Chairman of the Company since April 2004. The Buyer has had access to such other information concerning the business of Shengya and its operations, financial condition and other matters as the Buyer deemed necessary to enable Buyer to thoroughly investigate Shengya and all aspects of the transaction set forth in this Agreement. Buyer has determined that Shengya’s Business and financial affairs are satisfactory to Buyer in all respects. Buyer has and will rely solely on Buyer's own independent investigations a nd inspections of Shengya and Buyer has not relied and will not rely on any representation of Seller, Shengya or the Company other than as expressly set forth in this Agreement. Buyer further acknowledges and agrees that, except for the specific representations made by Seller in this Agreement, Seller, Shengya or the Company have made no representations, are not willing to make any representations, nor held out any inducements to Buyer, other than those (if any) exclusively set forth in this Agreement; and Seller, Shengya or the Company is not and shall not be liable or bound in any manner by any express or implied warranties, guaranties, statements, representations or information pertaining to Shengya, except as may be specifically set forth in this Agreement.

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4.4 Information on the Company. The Buyer has been furnished with or has had access at the EDGAR Website of the Securities and Exchange Commission (the “Commission”) to the Company’s Form 10-K for the fiscal year ended April 30, 2009 and all periodic and current reports filed with the Commission thereafter (the “Reports”). In addition, the Buyer has received in writing from the Company such other information concerning its operations, financial condition and other matters as the Buyer may have requested in writing (such other information is collectively, the “Other Written Information”).

5. Conditions to Closing.

5.1 Conditions Precedent to Buyer’s Obligation to Close. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions on or prior to the Closing Date:

(a) The representations and warranties of Seller, Shengya and the Company set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date.

(b) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency in China or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Buyer’s consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect).

(d) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.

5.2 Conditions Precedent to Seller’s Obligation to Close. The obligation of Seller to consummate the transactions contemplated hereby is subject to satisfaction of the following conditions on or prior to the Closing Date:

(a) The representations and warranties of Buyer set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date.

(b) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Buyer’s consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

(e) Seller and the Company shall have obtained the approval of their respective Board of Directors; and

(f) All actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller.

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6. Closing.

6.1 Closing. The closing shall take place no later than July 31, 2010 (the “Closing”).

6.2 Procedure at the Closing. At the Closing, the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall be deemed to have occurred simultaneously):

(a) Buyer and/or an affiliate of Buyer as determined by Buyer shall deliver to the Company an original stock certificate of the Company and stock power for the SUWN Shares with a stock power duly endorsed, signature guaranteed; and

(b) The Company shall cancel the SUWN Shares; and

(c) The Seller shall transfer its 100% interest in Shengya to Buyer and execute such documentation as may be reasonably requested by Buyer to carry out such transfer.

7. Obligations Post-Closing. If, at any time after the Closing, the parties shall consider or be advised that any further deeds, assignments or assurances in law or that any other things are necessary, desirable or proper to complete the transactions contemplated hereby in accordance with the terms of this Agreement or to vest, perfect or confirm, of record or otherwise, the title to Seller’s ownership interest in Shengya, the parties agree that their proper officers and directors shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such ownership interest and otherwise to car ry out the purpose of this Agreement, and that the proper officers and directors the parties are fully authorized to take any and all such actions.

8. Indemnity by the Buyer. The Buyer agrees that it will indemnify and hold the Seller and their respective officers, directors, employees and agents (collectively, the “Seller Indemnitees”) harmless from all Liabilities incurred or suffered by the Seller. For this purpose, “Liabilities” incurred by the Seller means all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys' fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Seller, arising from, in connection with or as a result of (a) any default or breach in the performance of any of the covenants or agreements made by the Buyer in this Agreement; or (b) the operation of the Business after the Closing by the Buyer.

9. Miscellaneous.

9.1 Expenses. Buyer and Seller shall bear their own respective expenses incurred in connection with this Agreement and in connection with all obligations required to be performed by each of them under this Agreement.

9.2 Entire Agreement; No Waiver. This Agreement and any instruments and agreements to be executed pursuant to this Agreement, sets forth the entire understanding of the parties hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance. Failure of any party to enforce any provision of this Agreement shall not be construed as a waive r of its rights under such provision.

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9.3. Construction and Enforcement. This Agreement shall be construed in accordance with the laws of the Peoples’ Republic of China, without and application of the principles of conflicts of laws. If it becomes necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, and such legal action results in a final judgment in favor of such party ("Prevailing Party"), then the party or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect or incidental expenses incurred, including, but not limited to, all attorney's fees, court costs and other expenses incurred throughout all negotiations, trials or appeals undertaken in order to enforce the Prevailing Party's rights hereunder.

9.4 Dispute Resolution and Arbitration.

a. Each of the Parties shall make every reasonable commercial effort to resolve any dispute which may arise under or in connection with this Agreement (including a dispute regarding the existence, validity, interpretation or termination of this Agreement or the consequence of its nullity) through consultation, and the consultation starts promptly at the time when a Party provides the other Party with a written notice requesting such consultation.

b. If the dispute is not resolved within three (3) months from the issuance of the written notice, any Party may submit the dispute to arbitration by the China International Economic and Trade Arbitration Commission ("CIETAC") in accordance with the arbitration rules of CIETAC in effect at the time of application for arbitration.

c. The arbitration tribunal shall consist of three (3) arbitrators. The Seller shall select one (1) arbitrator and the Buyer shall select one (1) arbitrator. The third arbitrator, who shall be the presiding arbitrator, shall be appointed by the two arbitrators selected by the Parties and shall be a national of a country of any of the Parties. If either Party fails to select an arbitrator, or if the two arbitrators selected by the Parties fail to agree on the choice of the third arbitrator, the Chairman of CIETAC shall have the right to appoint the third arbitrator.

d. The arbitration proceedings shall be conducted in both the English and Chinese language. In the event of any arbitration or litigation arising out of, in connection with, or related to the Agreement, the prevailing party shall be entitled to receive from the non-prevailing party all reasonable fees and expenses of counsel for the prevailing party.

e. The arbitral award made by CIETAC shall be final and binding upon the Parties.

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9.4 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally (including by confirmed legible telecopier transmission) or mailed by certified mail, return receipt requested, or by overnight mail properly receipted to the parties at the following addresses (or to such address as a party may have specified by notice given to the other party pursuant to this provision):

If to Seller: 6 Shengwang Avenue, Qufu, Shandong, China 273100

Attention: Mr. Chengxiang Yan, Chief Executive Officer

Telephone No.: (86-537) 491-5998

Telecopy No.: (86-537) 491-5991

with a copy to: James M. Schneider, Esq.

Schneider Weinberger & Beilly LLP

2200 Corporate Boulevard, N.W.

Suite 210

Boca Raton, Florida 33431

Telephone No. (561) 362-9595

Telecopy No. (561) 362-9612

If to Buyer: 6 Shengwang Avenue, Qufu, Shandong, China 273100

Attention: Mr. Laiwang Zhang

Telephone No.: 86-537-491-5998

Telecopy No.: 86-537-491-5991

9.5 Separability. In the event that any provision hereof would, under applicable law, be invalid or enforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and permissible under, applicable law. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement which shall remain in full force and effect.

9.6 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement. No assignment of this Agreement or of any rights or obligation hereunder may be made by either party (by operation of law or otherwise) without the prior written consent of the other and any attempted assignment without the required consent shall be void; provided, however, that no such consent shall be required of Buyer to assign part or all of its rights under th is Agreement to one or more of its subsidiaries or affiliates.

9.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but which together shall constitute one and the same Agreement.

9.8. Role of Counsel. Buyer acknowledges his understanding that this Agreement was prepared at the request of Shengya, the Seller and the Company by Schneider Weinberger & Beilly, LLP, its counsel and that such attorney did not represent Buyer in conjunction with this Agreement or any of the related transactions. Buyer, as further evidenced by his signature below, acknowledges that he has had the opportunity to obtain the advice of independent counsel of his choosing prior to his execution of this Agreement and that he has availed himself of this opportunity to the extent he deemed necessary and advisable. By his signature below, Buyer represents and warrants that he ful ly understands the terms and provisions of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Qufu Natural Green Engineering Co., Ltd

By: /s/ Chengxiang Yan

Chengxiang Yan, Chief Executive Officer

Sunwin International Neutraceuticals, Inc.

By: /s/ Dongdong Lin

Dongdong Lin, Chief Executive Officer

Shengya Veterinary Medicine Co., Ltd. (“Shengya”)

By: /s/ Yongzhu Yan

Yongzhu Yan, Chief Executive Officer

/s/ Laiwang Zhang

Laiwang Zhang

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Exhibit A

Unaudited Balance Sheet of Shengya Veterinary Medicine Co., Ltd. as of April 30, 2010

VETERINARY MEDICINE
CONSOLIDATED BALANCE SHEET Unaudited

	April 30, 2010		April 30, 2010
	RMB		USD
ASSETS

CURRENT ASSETS:
Cash	$	15,901,224	$	2,326,169
Accounts receivable		4,862,198		711,284
Inventories, net		3,954,673		578,524
Prepaid expenses and other assets		1,189,780		174,051
Total Current Assets		25,907,875		3,790,028

PROPERTY AND EQUIPMENT, net		12,277,594		1,796,073
Total Assets	$	38,185,469	$	5,586,101


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	2,792,167	$	408,462
Taxes payable		98,957		14,476
Due to related party		10,100		1,478
Total Current Liabilities		2,901,224		424,416

OTHER PAYABLES		1,078,800		157,816
Total Liabilities		3,980,024		582,232

SHAREHOLDER'S EQUITY
Additional paid-in capital		21,470,955		3,140,957
Retained earnings		12,734,490		1,863,220
Other comprehensive income - foreign currency		-		(309	)
Total Shareholders' equity		34,205,445		5,003,868

Total Liabilities and Shareholders' Equity	$	38,185,469	$	5,586,101

EX-99.1 3 suen8kexh99-1.htm SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. JULY 7, 2010 PRESS RELEASE suen8kexh99-1.htm

Exhibit 99.1

Sunwin Sells Veterinary Medicine Subsidiary to Focus on Core Stevia and Herb Operations

QUFU, CHINA - 07/07/10 - Sunwin International Neutraceuticals, Inc. (OTC.BB:SUWN), one of the top global providers of high quality stevia extracts including Rebaudioside A 98, today announced that the Company has entered into a Stock Sale and Purchase Agreement to sell its 100% ownership interest in Shengya Veterinary Medicine Co., Ltd. (“Shengya”) to Mr. Laiwang Zhang, the Company’s President and Chairman of its Board of Directors.

Shengya manufactures and sells a variety of veterinary medicines in China that historically represented a small percentage of total revenue. The Board of Directors approved the sale to Mr. Zhang in exchange for five million shares of Sunwin common stock owned by Mr. Zhang. The transaction is expected to close by July 31, 2010. The Company is determined to streamline its product offering to focus on its core business of producing and selling stevia and other herb-based products including herb extracts, and herb medicines.

Commenting on the transaction, Dongdong Lin, CEO of Sunwin stated, “We believe the divestiture of this subsidiary will enable our team to focus more of its efforts on our core stevia operations in China and North America. We are confident that there is a great future ahead for Sunwin both in stevia and herbal-based products and we intend to utilize all of our resources to make that great future a reality for Sunwin and its shareholders.”

About Sunwin International Neutraceuticals, Inc.

Sunwin International Neutraceuticals, Inc. is a vertically integrated leader in the area of all natural, zero calorie stevia sweeteners in addition to the production and sale of essential traditional Chinese medicines, veterinary medicines and feeds prepared from 100 percent natural 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. For more info about Sunwin, please visit their web site at www.sunwininternational.com.

Safe Harbor Statement

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 a re not limited to, our guidance and expectations regarding our stevia and herb based products.

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. This press release is qualified in its entirety by the cautionary statements and risk factor disclosure contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2009.

Contact:

Lillian Wong

U.S. Representative

954-363-7333

ir@sunwininternational.com

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