UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

 (Mark One)

☒ 

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

For the year ended April 30, 2017

or

☐

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

For the transition period from ________ to __________

Commission file number: 000-53595

SUNWIN STEVIA INTERNATIONAL, INC.

(Exact name of registrant as specified in charter)

(86) 537-4424999

(Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Common stock, par value $0.001

(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 [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [  ]Yes  [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [X] No [ ]

Indicate by check mark whether the registrant has been submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (-232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (- 229.405 of this chapter) 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.  Yes [ ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company,  indicate  by  check mark if  the registrant  has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided  pursuant  to Section  7(a)(2)(B) of  the Securities Act . ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ] No☐ [X].

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, 20162021 was $13,406,525.

Indicate the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: As of July 28, 2017August 10, 2022, there were 199,632,803 shares of the registrant's common stock issued and outstanding.

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.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements. The SecuritiesThese forward-looking statements are subject to known and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company's future prospects and make informed investment decisions. This reportunknown risks, uncertainties and other written and oral statements that we makefactors which may cause actual results, performance or achievements to be materially different from time to time containany future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements that set out anticipated resultswere based on management's plansvarious factors and were derived utilizing numerous assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "will" and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. A list ofother factors that could cause our actual results of operations and financial condition to differ materially is set forth below, and these factors are discussed in greater detail under Item 1A - "Risk Factors" appearing later in this report:

INDEX OF CERTAIN DEFINED TERMS USED IN THIS REPORT

Our fiscal year end is April 30. The fiscal year ended April 30, 20162021 is referred to as "fiscal 2016"2021", the fiscal year ended April 30, 20172022 is referred to as "fiscal 2017"2022", and the coming fiscal year ending April 30, 20182023 is referred to as "fiscal 2018.2023."

 The information which appears on our website at www.sunwininternational.com is not part of this report.

PART I

We sell stevioside, a natural sweetener, and herbs used in traditional Chinese medicines and veterinaryother pharmaceutical products. Substantially all of our operations are located in the People's Republic of China (the "PRC"). We have built an integrated company with the sourcing and production capabilities designed to meet the needs of our customers.

STEVIOSIDE - A NATURAL SWEETENER

In our Stevioside segment, we produce and sell a variety of purified steviol glycosides with rebaudioside A and stevioside as the principal components, an all natural, low calorie sweetener, and OnlySweet, a stevioside based table top sweetener. InFor the fiscal years 2017ended April 30, 2022 and 2016,2021, our Stevioside segment generated revenues of $16.5$34.8 million and $15.6$25.0 million, representing 85%99% and 87%98% of our total consolidated revenues, respectively.

The steviolstevia glycosides are extracted from the leaves of the stevia rebaudiana plant of the Aster/Chrysanthemum family. The sweetness of the stevia leaves is caused by eight glycosides contained within the leaves including stevioside, rebaudioside A, C, D, E and F, steviolbioside and dulcoside A. Stevioside is the most abundant of these components and the main cause for the sweetness of the stevia leaves. Stevioside, rebaudiosides A and C as well as dulcoside A are known as the four most important steviol glycosides. Rebaudioside A is the sweetest and least bitter ingredient among the four. The higher purity of rebaudioside A brings better sensory attributes of the sweetener products.

The leaves of the stevia rebaudiana plant have been used for centuries to sweeten bitter beverages and to make tea in the plant's native Paraguay. Stevia is grown commercially in Brazil, Paraguay, Uruguay, Central America, Israel, Thailand and China. The stevia rebaudiana plant was first introduced to China in 1977 and commercial harvesting of stevia started in the mid-1980's. There are two major species of stevia grown in China; one was cultivated by Chinese researchers and another was introduced from Japan. Most stevioside produced in China is exported throughout Asia, primarily to Japan and South KoreaKorea; meanwhile Chinese domestic market demand is also gradually building up in recent years.

Stevioside is a safe and natural alternative to sugar for people needing low sugar or low calorie diets. Stevioside can be used to replace sugar in beverages and foods, including those that require baking or cooking where man-made chemical based sweetener replacements are not suitable. Stevioside may be used in a wide variety of consumer products including soft drinks, vegetable products, tabletop sweeteners, confectioneries, fruit products and processed seafood products in the United States, Japan, Korea, China, Taiwan, India, Indonesia, Israel, Germany, France, Brazil, Paraguay, Malaysia, Russia, Switzerland, Australia and New Zealand. 

We believe worldwide demand for alternative sweeteners, such as our stevia based products, will increase as more countries permit the use of stevioside as a food additive. Stevioside has been sanctioned by the Ministry of Health of China to be used as a food additive, and is listed in the Sanitation Standard of Food Additives.

In furtherance of our efforts to move toward production of organic, all natural and low calorie products and to enhance our international position and market penetration as a stevia producer along with our distribution partners around the world, we underwent an extensive audit in 2011 by CERES GmbH, an international organization that specializes in inspection and certification in the areas of organic farming and food processing. Upon completion of their audit in November 2011, CERES GmbH notified us that our stevia extracts production process had been certified organic and free of synthetic chemical inputs and uses clean and sanitized procedures that avoid chemical contamination under standards established by the USDA National Organic Program and European Commission (EC) 834/2007 and EC 889/2008.

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In fiscal 2017,2022, we have obtained new certification of National Organic Program (NOP Certificate No: 50OP16SH0206C8461, including the USDA Organic Certification with number of certification: CO-302076 and NO: 50OP16SH0223)NASAA Organic Certification for EU) and certification of non-genetically modified organisms ("Non-GMO") with the ID number of 52462.C-253537-2021 for Enzymatically Treated Stevia Extract, C-253539-2021 for Organic Enzymatically Treated Stevia Extract, C-253538-2021 for Organic Rebaudioside A 98%, C-253536-2021 for Organic Stevia Extract and C-253540-2021 for Stevia Extract. NOP is the federal regulatory framework governing organic food. Certification is handled by state, non-profit and private agencies that have been approved by the United States Department of Agriculture (USDA). NOP regulations cover in detail all aspects of food production, processing, delivery and retail sale. Under the NOP, farmers and food processors, who wish to use the word "organic" in reference to their businesses and products, must be certified organic. A USDA Organic seal identifies products with at least 95% organic ingredients.

Steviosin is a natural low calorie stevia extract for medicinal use, containing stevioside at 90% with the total steviol glycosides meeting or exceeding 95% on a dry weight basis. Steviosin is used as an alternative sweetener in the pharmaceutical production in China.

OnlySweet is an all natural, zero calorie, tabletop sweetener comprised of three natural ingredients, including stevioside. In June 2008 we began production of a new blend of OnlySweet increasing its sweetness. We believe this OnlySweet formulation represented a significant advancement in quality resulting in a sweeter and more natural taste compared to other manufacturers of stevioside based sweeteners. We believe consumers are attracted to these improvements in taste, absence of aftertaste and overall mouth feel of this new blend of OnlySweet. OnlySweet is manufactured in the United States at an FDA approved blending facility.

The majority of our stevioside is sold on a wholesale basis to domestic food and drug manufacturers and ingredient distributor of foreign trade companies. Our top 10 customers accounted for 56.4%71.3% and 69.9% of our sales in the Stevioside segment infor the fiscal 2017.year ended April 30, 2022 and 2021, respectively. Our biggest customers, Qufu Shengwang Import and Export Trade Co., Ltd., a related party,Ltd, accounted for 30.25%43.4% and 48.3%32.7%, respectively, of our stevioside sales infor the fiscal 2017years ended April 30, 2022 and fiscal 2016.2021, respectively. We do not have long term supply agreements with our customers and sales are generally made under a purchase order arrangement. The payment terms are generally 60 to 90 days after receipt of products. We control the default risk by conducting due diligence on the customers' credit record before acceptance of a purchase order.

The Shandong Province is a primary harvesting base of stevia leaves as well as the main region for the production of stevioside in China. We purchase all raw materials directly from local suppliers at market prices and pay for the leaves at the time of purchase. We test stevia leaves prior to purchase in an effort to maintain quality control. Our internal policy is to purchase leaves with stevioside content in excess of 9%.

We have been engaged in the continuous production of stevioside since 1998. We use a traditional extraction technology process known as "aqueous extraction" which involves the use of purified water extraction and air dehydration to produce stevioside. The extraction process for stevioside generally takes seven days. The plant leaves are first dried and then inspected to insure quality leaves are used in the extraction process. We then use a combined process involving a solid/liquid extraction procedure, followed by a liquid-purifying step that is traditionally used to extract the stevioside from the stevia leaves. This all natural method results in a pure white stevia crystal, with no brownish coloring. Once the extraction process has been completed, the final product is ready for packaging and shipment to our customers. We bulk package

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Over the years, we have received many certifications and recognition for our stevioside in 10 kilogram packages, two per box.

In December 2012, Qufu Shengren finished the construction of a new stevia extraction line in the same location of its current stevioside manufacturing facility. This line facility applies a new stevia extraction technology to produce both high and low grade stevioside. The annual production capacity of this line facility is 500 metric tons including 300 metric tons of high purity rebaudiosideRebaudioside A products and 200 metric tons of low purity Rebaudioside A product.

In the capability of producing A3-99 stevia products, which is the highest quality stevioside extracts produced in the worldfiscal years ended April 30, 2021 and are used in the pharmaceutical and food industries. We generated approximately $370,000 and $328,000 in revenue from producing over 3.9 metric tons and 3.3 metric tons of A3-99 in fiscal 2017 and 2016, respectively.

As of now, Sunwin Stevia has approximately 1,2001,700 metric tons of manufacturing capacity per year to produce high-grade stevia extract. With these manufacturing facilities, Sunwin Stevia is able to deliver stevia products containing Rebaudioside A in a range of 50% to 99% with a format of powder, granular, or tablet.

There are approximately 30 stevioside manufacturers operating on a continuing basis in China. While these competitors have production capacity similar to ours, we believe we are able to compete effectively with them based on our production capabilitiesefficiency and product quality. In addition, other companies periodically enter the market depending upon demand. These intermittent producers may choose to stop production when raw materials are not readily available in the marketplace. The sporadic oversupply of product from these competitors can adversely affect our market share. Furthermore, if demand wanes these competitors may reduce the price of their products, which can adversely affect market prices. In addition to competing with other Chinese companies, we also compete with foreign growers and processors.

We are one of the few steviosin manufacturers that are GMP certified and granted with a drug approval number. We believe that the combination of eligibility to supply pharmaceutical ingredients and capability for stevia extraction provides us with a competitive advantage compared to our competitors, most of whom are either not eligible to supply pharmaceutical ingredients or not experienced in large-scale stevia extraction.

CORPORATE AND OTHER BUSINESS SEGMENT

Since fiscal 2018 we invested in a new production line for Metformin as one of the PRCnew product markets we intend to branch into. Metformin is the raw material of Metformin hydrochloride tablets. Metformin is the first-line medication for traditional Chinese medicine extracts is extremely competitive. the treatment of type 2 diabetes, particularly in people who are not satisfied with simple diet control, especially those with obesity and hyperinsulinemia. This drug not only has a hypoglycemic effect, but also may have the effect of reducing body weight and hyperinsulinemia. It can be effective in patients with poor efficacy of certain sulfonylureas, such as sulfonylureas, intestinal glycosidase inhibitors or thiazolidinedione hypoglycemic agents. On July 10, 2019, the Company entered into the Metformin Production Line Operation Management Agreement with an unaffiliated individual to operate the Metformin production line.

NEW PRODUCT AND TECHNOLOGY DEVELOPMENT

We believe there are more than 500 companies engagedcontinue to engage in herb extraction in the PRC. Companies in many different industries, including pharmaceutical companies, chemical companies, health products companies, herb extraction companies, biological engineering companiesnew product and technology developments through our internal research facilities, industry consultants and specialists to provide research and development institutions,for the planting of stevia plants, the development of biological methods to improve lower-grade stevia product to higher grade stevia and applying biological method to change the taste of stevia to meet market demand.

In October 2019, we invested in a new pressure spray tower which allows for our enzyme treated stevia to be produced as a granulated product instead of powder product, this reduced dusting issues and improved its water solubility. We installed new and improved resin and membrane separation equipment for this production line, which further removed any impurity in the taste of this product. Our enzyme treated stevia has a sweetness of 260 times the sweetness of cane sugar, with the improvements the taste is also very close to cane sugar with very minimal aftertaste or bitterness. We are now engaged in herb extraction. Competitive factors primarily include price and quality.also able to extract the all-natural R&D element from the stevia leaves at a concentration of 95% or above. We believe our ability to compete is related to our product quality and reputation in the market place. Globally, we believe wethese products will be ablegreatly accepted by our clients who are used to effectively compete against similar companies from other countries as a resultthe taste of our lower labor costs and China's soil and growing conditions, which enable us to produce higher quality products.

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INTELLECTUAL PROPERTY

Our success depends in part on our ability to protect our intellectual property which includes various raw materials purification technologies used in our products. We have received a trademark from the U.S. Patent and Trademark Office covering the trade name "OnlySweet", which we are using for the North American distribution of our stevia based tabletop sweetener product.

To protect our proprietary rights outside the PRC we generally rely on confidentiality agreements with employees and third parties, and agreementssuch as with consultants, vendors and customers, although we have not signed such agreements in every case. We do not have any similar agreements with any of our employees or consultants in the PRC.PRC, we aim to correct this deficiency in the near future. Despite such protections, a third party could, without authorization, utilize our propriety technologies without our consent. In the past, three of our traditional Chinese medicine products have been copied by our competitors. We can give no assurance that our agreements with employees, consultants and others who participate in the production of our products will not be breached, or that we will have adequate remedies for any breach, or that our proprietary technologies will not otherwise become known or independently developed by competitors.

GOVERNMENT REGULATION

Our business and operations are primarily located in the PRC. We are subject to state and local environmental laws related to certification of water release. We are subject to registration and inspection by the State Food and Drug Administration of China ("SFDA") with respect to the manufacturing and distribution of traditional Chinese medicine extracts and steviosides. In addition, we are licensed by the Shandong Provincial Government to manufacture stevioside. We believe we are in compliance with all provisions of those registrations, inspections and licenses and have no reason to believe that they will not be renewed as required by the applicable rules of the Central Government and the Shandong Province. In addition, our operations must conform to general governmental regulations and rules for private (non-state owned) companies doing business in China. 

The production, distribution and sale of our products in the United States is subject to various federal and state regulations, including but not limited to: the Federal Food, Drug and Cosmetic Act ("FDCA"); the Dietary Supplement Health and Education Act of 1994; the Occupational Safety and Health Act; various environmental statutes; and various other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, labeling and ingredients of such products.

Compliance with applicable federal and state regulations is essential to our business. Although we believe that we are in compliance with applicable regulations, should the FDA or any state in which we operate amend its guidelines or impose more stringent interpretations of current laws or regulations, we may not be able to comply with these new guidelines. Such regulations could require the reformulation of certain products to meet new standards, market withdrawal or discontinuation of certain products we are unable to reformulate, imposition of additional record keeping requirements, expanded documentation regarding the properties of certain products, expanded or different labeling and/or additional scientific substantiation. Failure to comply with applicable requirements could result in sanctions being imposed on us or the manufacturers of any of our products, including but not limited to fines, injunctions, product recalls, seizures and criminal prosecution.

The FDCA generally regulates ingredients added to foods and requires that such ingredients making up a food product are themselves safe for their intended uses.  In this regard, when a company adds an ingredient to a food, the FDCA generally requires that the ingredient either be determined by the company to be generally regarded as safe by qualified experts or go through FDA's review and approval process as a food additive.

Despite efforts to develop its legal system over the past several decades, including but not limited to legislation dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade, the PRC continues to lack a comprehensive system of laws. Further, the laws that do exist in the PRC are often vague, ambiguous and difficult to enforce, which could negatively affect our ability to do business in China and compete with other companies in our segments.

In September 2006, the Ministry of Commerce ("MOFCOM") promulgated the Regulations on Foreign Investors' Mergers and Acquisitions of Domestic Enterprises (M&A Regulations) in an effort to better regulate foreign investment in China. The M&A Regulations were adopted in part as a needed codification of certain joint venture formation and operating practices, and also in response to the government's increasing concern about protecting domestic companies in perceived key industries and those associated with national security, as well as the outflow of well-known trademarks, including traditional Chinese brands.

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As a U.S. based company doing business in China, we seek to comply with all PRC laws, rules and regulations and pronouncements, and endeavor to obtain all necessary approvals from applicable PRC regulatory agencies such as the MOFCOM, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission, and the State Administration of Foreign Exchange ("SAFE").

The value of the Renminbi ("RMB"), the main currency used in China, fluctuates and is affected by, among other things, changes in China's political and economic conditions. The conversion of RMB into foreign currencies such as the U.S. dollar have generally been based on rates set by the People's Bank of China, which are set daily based on the previous day's interbank foreign exchange market rates and current exchange rates on the world financial markets.

OUR CORPORATE HISTORY

We were incorporated in Nevada in August 1987 under the name Network USA, Inc. for the purposes of completing a merger or other business combination with an operating entity. From our inception through April 2002 we did not conduct business.  On April 9, 2002, we acquired 20% of One Genesis, Inc., a privately-held Texas real estate corporation, from one of our then principal stockholders in exchange for approximately 4,333,332 shares of our common stock. The shares of One Genesis, Inc. were sold on July 31, 2002 for $120,000 in cash.

In July 2004 following the transaction with Sunwin Tech Group Inc., we changed the name of our company from Network USA, Inc. to Sunwin International Neutraceuticals, Inc.

In February 2006, we acquired the remaining 20% of Qufu Natural Green from Shandong Group in exchange for 5,000,000 shares of our common stock valued at $2,775,000. At the request of Mr. Zhang, the control person of Shandong Group, 2,000,000 shares were issued to Ms. Dongdong Lin, our Chief Executive Officer, and the remaining 3,000,000 shares were issued to Mr. Zhang. Of the total purchase price, approximately $179,994 was allocated to consulting expenses paid to Mr. Zhang and Ms. Lin as it represented the difference between the purchase price and the valuation of the minority interest purchased.

On October 9, 2019, Qufu Shengren for $3,097,242. The purchase price was equalinvested RMB2,000,000 (approximately $288,000) in a new entity, Qufu Shengren Import and Export Co., Ltd., (“Qufu Shengren Import and Export”), a Chinese limited liability company, a 100% owned subsidiary of Qufu Shengren. Qufu Shengren Import and Export focuses on the export of our Stevia products, and the import and export of technology and other relevant products; we expect to increase operations in this subsidiary in the value ofnear future.

In April 2020, the assetsCompany increased the operating capital of Qufu Shengren as determined by an independent asset appraisal in accordance with PRC issued asset appraisal principles in China.from the original RMB 19,680,000 (approximately $2,800,000) to RMB183,000,000 (approximately $26,000,000). The increase of capital will come from additional funding of RMB 92,470,000 (approximately $13,100,000) from Qufu Shengren is engaged inNatural Green, and RMB70,850,000 (approximately $10,000,000) debt to equity conversion of multiple creditors. As the production and distribution of bulk drugs and pharmaceuticals.

EMPLOYEES

As of our common stock at $0.145 per share representing approximately 14.4% of our issued and outstanding common stock at theJune 30, 2022, we have 242 full time of the sale. In satisfaction of this term, the purchase was completed by delivery of the 100% interest in Qufu Shengren by its shareholders.

An investment in our common stock involves a significanthigh degree of risk. You should not investcarefully consider the risks described below, together with all of the other information included in this report, before making an investment decision, and you should only consider an investment in our common stock unlessif you can afford to losesustain the loss of your entire investment. You should carefully consider carefully the following risk factors andrisks described below together with all of the other information included in this report before decidingmaking an investment decision with regard to invest in our common stock.securities. If any of the following risks and uncertainties develops into actual events,occurs, our business, financial condition or results of operations could be materially adversely affectedharmed. In that case, the trading price of our common stock could decline, and you couldmay lose all or part of your entire investment in our company.

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RISKS RELATED TO OUR COMPANY

OUR OPERATIONS ARE SUBJECT TO GOVERNMENT REGULATION. IF WE FAIL TO COMPLY WITH THE APPLICABLE REGULATIONS, OUR ABILITY TO OPERATE IN FUTURE PERIODS COULD BE IN JEOPARDY.

We are subject to state and local environmental laws related to certification of water release. We are subject to registration and inspection under the PRC Food Safety Laws by the SFDA with respect to the manufacturing and distribution of traditional Chinese medicine extracts and steviosides. We are also licensed by the Shandong Provincial Government to manufacture stevioside. While we are in substantial compliance with all provisions of these laws, inspections and licenses and have no reason to believe that any licenses will not be renewed as required by the applicable rules of the PRC Central Government and the Shandong Province, any non-renewal of these licenses could result in the cessation of our business activities. In addition, any change in those laws and regulations could impose costly compliance requirements on us or otherwise subject us to future liabilities.

OUR RECOGNITION OF UNREALIZED GAINS (LOSS) ON FOREIGN CURRENCY TRANSACTIONTRANSLATIONS CAN MATERIALLY IMPACT OUR INCOME (LOSS) FROM PERIOD TO PERIOD.

As described elsewhere herein, the functional currency of our Chinese subsidiaries is the RMB. As required by generally accepted accounting principles, net gains and losses resulting from foreign exchange transactionstranslations are included in the Company's comprehensive loss on the consolidated statements of operations. The loss on the foreign exchange translation was approximately $48,000 for the fiscal year ended April 30, 2022, and the gain from the foreign exchange transactiontranslation was approximately $859,000 and $1,083,000 in$1,006,000 for the fiscal 2017 and fiscal 2016, respectively.year ended April 30, 2021. The recording of these non-cash gain and loss, which is required under generally accepted accounting principles in the United States, could have a material impact on our financial statements.

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WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH STOCKHOLDERS MAY HAVE LESS PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND OTHER MATTERS.

The Sarbanes-Oxley Act of 2002 and other federal legislation have resulted in the adoption of various corporate governance measures designed to promote the integrity of corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE MTK LLC or The Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, the adoption of a code of ethics and the adoption of a related persons transaction policy. Although we have adopted a Code of Ethics, we have not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. We have not adopted corporate governance measures such as an audit committee or other independent committees of our board of directors as we presently do not have any independent directors. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors and our lack of independent directors, decisions concerning matters such as the terms of related party transactions, the amount of management fee paid to a related party, compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions. 

WE MAY INCUR LOSSES RESULTING BUSINESS INTERRUPTIONS RESULTING FROM OCCURRENCE OF NATURAL DISASTERS, HEALTH EPIDEMICS AND WE ARE DEPENDENT UPON THE SERVICES OF CDI TO ENSURE THAT OUR FINANCIAL STATEMENTS ARE PROPERLY PREPARED.

Our operations may be damaged in natural disasters such as earthquakes, floods, heavy rains, sand storms, tsunamis and cyclones, or other events such as fires. Such natural disasters or other events may lead to damage our Chief Financial Officer and membersraw materials. Also, our business operations could be disrupted by health epidemics, such as the COVID-19, which broke out in January 2020. A prolonged outbreak of our accounting staff have significant experience with the application of accounting principles and the relevant financial regulations applicable to enterprises establishedsuch illness or other adverse public health developments in China or elsewhere in the PRC, these individualsworld could have limited experiencea material adverse effect on our business operations. In addition, our results of operations could be adversely affected to the extent that any natural disaster or health epidemic harms the Chinese economy in the application of U.S. GAAP. Since 2005, CD International Enterprises, Inc. ("CDI") has been providing various accounting and other corporate management services to us and we are materially dependent upon this firm to assist us in the preparation of our financial statements and reports we file with the Securities and Exchange Commission. If we were to lose the services of CDI, or any similar firm which we may engage in the future, our ability to prepare our financial statements in conformity with U.S. GAAP and to timely file our annual and quarterly reports with the Securities and Exchange Commission would be materially and adversely impacted.  If we are unable to properly and timely file these reports, our common stock would be removed from quotation on the OTC Markets and we could become subject to an enforcement action by the Securities and Exchange Commission.

RISKS RELATED TO DOING BUSINESS IN CHINA

RESTRICTIONS ON CURRENCY EXCHANGE MAY LIMIT OUR ABILITY TO RECEIVE AND USE OUR REVENUE EFFECTIVELY.

Because all of our revenue is denominated in RMB, restrictions on currency exchange may limit our ability to use revenue generated in RMB to fund any business activities we may ultimately have outside China or to make dividend payments to our shareholders in U.S. dollars. The principal regulation governing foreign currency exchange in China is the Foreign Currency Administration Rules (1996), as amended. Under these rules, RMB is freely convertible for trade and service-related foreign exchange transactions, but not for direct investment, loan or investment in securities outside China unless the prior approval of SAFE is obtained. Although the PRC government regulations now allow greater convertibility of RMB for current account transactions, significant restrictions still remain. For example, foreign exchange transactions under our subsidiaries capital accounts, including principal payments in respect of foreign currency-denominated obligations, remain subject to significant foreign exchange controls. These limitations could affect our ability to obtain foreign exchange for capital expenditures. We cannot be certain that the PRC regulatory authorities will not impose more stringent restrictions on the convertibility of RMB, especially with respect to foreign exchange transactions.

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FLUCTUATIONS IN THE VALUE OF THE RMB MAY HAVE A MATERIAL ADVERSE EFFECT ON YOUR INVESTMENT.

The change in value of the RMB against the U.S. dollar and other currencies is affected by, among other things, changes in China's political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the current policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. Recently, the PRC has decided to proceed further with reform of the RMB exchange regime and to enhance the RMB exchange rate flexibility. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in a further and more significant adjustment of the RMB against the U.S. dollar.  Any significant revaluation of the RMB may have a material adverse effect on the value of, and any dividends payable on, our common stock in foreign currency terms. More specifically, if we decide to convert our RMB into U.S. dollars for the purpose of making payments for dividends on our common stock or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. Consequently, appreciation or depreciation in the value of the RMB relative to the U.S. dollar could materially adversely affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations.

THERE ARE SIGNIFICANT UNCERTAINTIES UNDER THE DRAFT FOREIGN INVESTMENT LAW RELATING TO THE STATE OF BUSINESS IN CHINA CONTROLLED BY FOREIGN INVESTED ENTERPRISES PRIMARILY THROUGH CONTRACTUAL ARRANGEMENTS, SUCH AS OUR BUSINESS.

 On March 15, 2019, MOFCOM published the PRC Law on Foreign Investment, which became effective on January 1, 2020. At the same time, MOFCOM published an accompanying explanatory note of the Foreign Investment Law, or the Explanatory Note, which contains important information about the Draft Foreign Investment Law, including its drafting philosophy and principles, main content, plans to transition to the new legal regime and treatment of business in China controlled by foreign invested enterprises, or FIEs, primarily through contractual arrangements. The draft Foreign Investment Law utilizes the concept of "actual control" for determining whether an entity is considered to be a foreign-invested enterprise, and defines "control" broadly to include, among other things, voting or board control through contractual arrangements.

 The Foreign Investment Law proposes significant changes to the PRC foreign investment legal regime and may have a material impact on Chinese companies listed or to be listed overseas. The proposed draft Foreign Investment Law is to regulate FIEs the same way as PRC domestic entities, except for those FIEs that operate in industries deemed to be either "restricted" or "prohibited" in a "negative list." Because the negative list has yet to be published, it is unclear whether it will differ from the current list of industries subject to restrictions or prohibitions on foreign investment. The draft Foreign Investment Law also provides that only FIEs operating in industries on the negative list will require entry clearance and other approvals that are not required of PRC domestic entities. As a result of the entry clearance and approvals, certain FIE's operating in industries on the negative list may not be able to continue to conduct their operations through contractual arrangements. It states that entities established in China but controlled by foreign investors will be treated as foreign-invested enterprises, while entities set up outside of China which are controlled by PRC persons or entities, would be treated as domestic enterprises after completion of market entry procedures. 

There is substantial uncertainty regarding the Foreign Investment Law, including, among others, what the actual content of the law will be as well as the adoption and effective date of the final form of the law. While such uncertainty exists, we cannot assure you that the new foreign investment law, when it is adopted and becomes effective, will not have a material and adverse effect on our ability to conduct our business through our contractual arrangements.

PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. If the PRC government determines that our contractual arrangements do not comply with applicable laws and regulations, it could revoke our business and operating licenses, require us to discontinue or restrict our operations, restrict our right to collect revenues, block our website, require us to restructure our operations, impose additional conditions or requirements with which we may not be able to comply, or take other regulatory or enforcement actions against us that could be harmful to our business. The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.

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RECENT SAFE REGULATIONS COULD ADVERSELY IMPACT OUR COMPANY AND SUBJECT US TO FINES.

Recent PRC regulations relating to offshore investment activities by PRC residents and employee stock options granted by overseas-listed companies may increase our administrative burden, restrict our overseas and cross-border investment activity or otherwise adversely affect the implementation of our acquisition strategy. If our shareholders who are PRC residents, or our PRC employees who are granted or exercise stock options, fail to make any required registrations or filings under such regulations, we may be unable to distribute profits and may become subject to liability under PRC laws. In 2005, SAFE promulgated regulations that require PRC residents and PRC corporate entities to register with local branches of SAFE in connection with their direct or indirect offshore investment activities. These regulations apply to our shareholders who are PRC residents and may apply to any offshore acquisitions that we make in the future.

Under the SAFE regulations, PRC residents who make, or have previously made, direct or indirect investments in offshore companies, will be required to register those investments. In addition, any PRC resident who is a direct or indirect shareholder of an offshore company is required to file or update the registration with the local branch of SAFE, with respect to that offshore company, any material change involving its round-trip investment, capital variation, such as an increase or decrease in capital, transfer or swap of shares, merger, division, long-term equity or debt investment or creation of any security interest. If any PRC shareholder fails to make the required SAFE registration, the PRC subsidiary of that offshore parent company may be prohibited from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation, to their offshore parent company, and the offshore parent company may also be prohibited from injecting additional capital into their PRC subsidiary. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

We cannot provide any assurances that all of our shareholders who are PRC residents will make or obtain any applicable registrations or approvals required by these SAFE regulations. The failure or inability of our PRC resident shareholders to comply with the registration procedures set forth in the SAFE regulations may subject our company fines and legal sanctions, restrict our cross-border investment activities, or limit our ability to distribute dividends to or obtain foreign-exchange dominated loans from our company.  As it is uncertain how the SAFE regulations will be interpreted or implemented, we cannot predict how these regulations will affect our business operations or future strategy. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and obtaining foreign currency denominated borrowings, which may harm our results of operations and financial condition. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the SAFE regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

IF WE BECOME DIRECTLY SUBJECT TO A HIGH LEVEL OF SCRUTINY, BYCRITICISM AND NEGATIVE PUBLICITY INVOLVING U.S.-LISTED CHINESE COMPANIES, WE MAY HAVE TO EXPEND SIGNIFICANT RESOURCES TO INVESTIGATE AND RESOLVE THE PRC TAX AUTHORITIES.

U.S. public companies that have substantially all of their operations in China, particularly companies like us that have completed so-called reverse acquisition transactions, have been the subject of intense scrutiny, criticism and transactions among related parties may benegative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to auditshareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our business and our stock price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or challengeuntrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our stock. 

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THE DISCLOSURES IN OUR REPORTS AND OTHER FILINGS WITH THE SEC AND OUR OTHER PUBLIC PRONOUNCEMENTS ARE NOT SUBJECT TO THE SCRUTINY OF ANY REGULATORY BODIES IN THE PRC.

We are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Our SEC reports and other disclosure and public pronouncements are not subject to the review or scrutiny of any PRC tax authorities. Underregulatory authority. For example, the Regulation ondisclosures in our SEC reports and other filings are not subject to the Implementationreview by China Securities Regulatory Commission, a PRC regulator that is responsible for oversight of the Enterprise Income Tax Lawcapital markets in China. Accordingly, you should review our SEC reports, filings and our other public pronouncements with the understanding that no PRC local regulator has done any review of the PRC, the "related party" means the enterprises,us, our SEC reports, other organizationsfilings or individuals that have any of the following relations with an enterprise:

WE FACE RISKS RELATED TO NATURAL DISASTERS AND HEALTH EPIDEMICS IN CHINA, AND OTHER COUNTRIES GLOBALLY, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF OPERATIONS.

Our business could be materially adversely affected by natural disasters or the outbreak of health epidemics in China.China, globally, or other countries we do business in. For example, in May 2008, Sichuan Province suffered a strong earthquake measuring approximately 8.0 on the Richter scale that caused widespread damage and casualties. In addition, in the last decade, the PRC has suffered health epidemics related to the outbreak of avian influenza and severe acute respiratory syndrome, or SARS. In April 2009, an outbreak of the H1N1 virus, also commonly referred to as "swine flu" occurred in Mexico and has spread to other countries. CasesCurrently the epidemic of swine flu have been reported in Hong Kong and mainland China. The Chinese government and certain regional governments within China have enacted regulations to address the H1N1 virus, which may have an effect on our business. If the outbreaknovel strain of swine flu were to become widespread in China or increase in severity, it could have an adverse effect on economic activity incoronavirus (COVID-19) (the “COVID-19 pandemic”) has spread across China and could requireother countries, this has adversely affected businesses and economic activities in the temporary closurefirst quarter of our facilities.2020 and beyond. Consequently, the COVID-19 pandemic may adversely affect the Company’s business operations, financial condition and operating results for 2021 and 2022, including but not limited to material negative impact to the Company’s total revenues, production capability, ability to conduct marketing and sales, and slower collection of accounts receivables. Such events could severely disrupt our business operations and harm our results of operations. Any future natural disasters or health epidemics in the PRC could also have a material adverse effect on our business and results of operations.

CERTAIN AGREEMENTS TO WHICH WE ARE A PARTY AND WHICH ARE MATERIAL TO OUR OPERATIONS LACK VARIOUS LEGAL PROTECTIONS WHICH ARE CUSTOMARILY CONTAINED IN SIMILAR CONTRACTS PREPARED IN THE UNITED STATES.

Although we are a U.S. company, substantially all of our business and operations are conducted in the PRC. We are a party to certain material contracts, including the leases for the facilities used by our stevioside and our Chinese medicine segments.business. While these contracts contain the basic business terms of the agreements between the parties, these contracts do not contain certain provisions which are customarily contained in similar contracts prepared in the U.S., such as representations and warranties of the parties, confidentiality and non-compete clauses, provisions outlining events of defaults, and termination and jurisdictional clauses. Because our material contracts omit these types of clauses, notwithstanding the differences in Chinese and U.S. laws we may not have the same legal protections as we would if the contracts contained these additional provisions. We anticipate that contracts we enter into in the future will likewise omit these types of legal protections. While we have yet to experience any adverse consequences as a result of the omission of these types of clauses, and we consider the contracts to which we are a party to contain all the material terms of our business arrangements with the other party, we cannot assure you that future events will not occur which could have been avoided if the contracts were prepared in conformity with U.S. standards, or what the impact, if any, of these hypothetical future events could have on our company.

IT MAY BE DIFFICULT FOR STOCKHOLDERS TO ENFORCE ANY JUDGMENT OBTAINED IN THE UNITED STATES AGAINST US, WHICH MAY LIMIT THE REMEDIES OTHERWISE AVAILABLE TO OUR STOCKHOLDERS.

Substantially all of our assets are located outside the United States and substantially all of our current operations are conducted in the PRC. Moreover, all of our directors and officers are nationals or residents of the PRC. All or a substantial portion of the assets of these persons are located outside the United States. As a result, it may be difficult for our stockholders to effect service of process within the United States upon these persons. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts obtained against us or such officers and/or directors predicated upon the civil liability provisions of the securities law of the United States or any state thereof or be competent to hear original actions brought in the PRC against us or such persons predicated upon the securities laws of the United States or any state thereof.

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RISKS RELATED TO OUR COMMON STOCK

DUE TO RECENT CHINESE ACCOUNTING SCANDALS, THE PRICE OF OUR COMMON STOCK MIGHT FLUCTUATE SIGNIFICANTLY AND IF OUR STOCK PRICE DROPS SHARPLY, WE MAY BE SUBJECT TO SHAREHOLDER LITIGATION, WHICH COULD CAUSE OUR STOCK PRICE TO FALL FURTHER.

In the past few years, there have been well-publicized accounting problems at several U.S.-listed Chinese companies that have resulted in significant drops in the trading prices of their shares and, in some cases, have led to the resignation of outside auditors, trading halts or share delistings by NASDAQ or the New York Stock Exchange, and investigations by the Division of Enforcement of the Securities and Exchange Commission. Many, but not all, of the companies involved in these scandals had entered the U.S. trading market through "reverse mergers" into publicly traded shells. The scandals have had a broad effect on Chinese companies with shares listed or quoted in the United States.  Past or future accounting scandals in other Chinese companies could have a material adverse effect on the market for shares of our common stock and the interest of investors in our company or generally in PRC companies.  In this event, the fluctuations in the market prices of our common stock could result in decreased liquidity and/or declining stock prices unrelated to our results of operation or business. In addition, as set forth in the risk factor immediately below, we do not have any audit committee financial experts on our Board of Directors and, accordingly, the risk of future errors in our financial statements is increased.

PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A TAKE-OVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR STOCKHOLDERS.

Provisions of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt. In addition, certain provisions of the Nevada Revised Statutes also may be deemed to have certain anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation's disinterested stockholders.

In addition, our articles of incorporation authorize the issuance of up to 1,000,000 shares of preferred stock with such rights and preferences as may be determined from time to time by our Board of Directors, of which no shares are currently outstanding. Our Board of Directors may, without stockholder approval, issue preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. Collectively, these provisions may prevent a change of control of our company in situations where a change of control would be beneficial to our stockholders.

BECAUSE OUR STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED ON THE OTC PINK TIER OF THE OTC MARKETS, OUR STOCK IS CONSIDERED A "PENNY STOCK" WHICH WILL ADVERSELY AFFECT ITS LIQUIDITY.

Our common stock is currently quoted on the OTC Pink Tier of the OTC Markets. As the trading price of our common stock is less than $5.00 per share, our common stock is considered a "penny stock," and trading in our common stock could be subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser's written consent prior to the transaction. SEC regulations also require additional disclosure in connection with any trades involving a "penny stock", including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.

A LARGE PORTION OF OUR OUTSTANDING COMMON SHARES ARE "RESTRICTED SECURITIES" AND FUTURE SALES OF THOSE SHARES BY OUR STOCKHOLDERS COULD ADVERSELY IMPACT THE MARKET PRICE OF OUR COMMON STOCK.

On August 10, 2022 we had 199,632,803 shares of common stock outstanding, of which approximately 77,755,305 shares are "restricted securities." Future sales of restricted common stock under Rule 144 or otherwise could negatively impact the market price of our common stock.

Not applicable for smaller reporting companies.

All of our facilities described below are located in the Shuyuan Economic Zone of Qufu City, of the Shandong Province, including our traditional Chinese medicineQufu Natural Green and Qufu Shengren facilities which were moved from 6 Youpeng Road of Qufu City to Shuyuan Economic Zone since fiscal 2016.

The Company acquired the land use rights for Qufu Natural GreenShengren factory in cash. Qufu Shengren owns and operates a stevia facility with an annual production capable of 500 metric tons per year on 44,486 square meters (478,847 square feet) of land located in Qufu city, Shandong. The Company occupies this land pursuant to an asset acquisition agreement entered into an agreement with Shandong Jinglucheng Real Estate DevelopmentShangdong Shengwang Pharmaceutical Co., Ltd., formerly known as Qufu Jinxuan Real Estate Development Co., Ltd., to sellacquire the remaining ten units of the thirty apartment units in China to Mr. Linghe Zhu, an unaffiliated third party buyer,land use rights for a total purchase price of RMB5,024,000 (approximately $776,507). As per the Purchase Agreement, the buyer shall directly pay RMB3,024,000 (approximately $467,388) to Shandong Jinglucheng Real Estate Development Co., Ltd. for the balance that Qufu Natural Green owed to Shandong Jinglucheng Real Estate Development Co., Ltd., and pay RMB2,000,000 (approximately $309,119)this facility. The land use right was transferred from Pharmaceutical Corporation to Qufu Natural Green before May 31, 2016. TheShengren, and the Company received the payment of RMB2,000,000Real Property Certificate issued by local government on May 24, 2016 and we recorded a loss on disposal of real estate investments of $2,36718, 2021. The land use right expires in fiscal 2017. As of April 30, 2017 and 2016, investment in real estate held for resale amounted to $0 and $311,467, respectively.

Not applicable for our knowledge, none of our officers, directors or principal stockholders are party to any legal proceeding in which they have an interest adverse to us.

Not applicable for our operations.

PART II

Our common stock is quoted on the OTC Pink Tier of the OTC Markets under the symbol "SUWN". The following table sets forth the reported high and low closing prices for our common stock as reported on the OTC Markets for the following periods. These prices do not include retail mark-ups, markdowns or commissions, and may not necessarily represent actual transactions.

On July 28, 2017,August 10, 2022, the last reported sale price of the common stock on OTC Markets was $0.11$0.01 per share. As of July 28, 2017share, and there were 751752 stockholders of record of the common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

Our transfer agent is Colonial Stock Transfer Company, Inc. which is located at 66 Exchange Place, Salt Lake City, Utah 84111. The phone number is (801)355-5740 and its website is www.colonialstock.com.

We have never paid cash dividends on our common stock. We intend to keep future earnings, if any, to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors. Under Nevada law, we are prohibited from paying dividends if the distribution would result in our company not being able to pay its debts as they become due in the usual course of business, or if our total assets would be less than the sum of our total liabilities plus the amount that would be needed, were we to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. In addition, as a result of Chinese laws, our operating subsidiaries may be subject to restrictions on their ability to make distributions to us, including as a result of restrictions on the conversion of local currency into U.S. dollars, or other hard currency, and other regulatory restrictions.

RECENT SALES OF UNREGISTERED SECURITIES

None, other than as previously reported.

Not applicable to smaller reporting companies.

The following discussion and analysis of our consolidated financial condition and results of operations for the fiscal years 2017ended April 30, 2022 and 20162021 should be read in conjunction with the consolidated financial statements and footnotes, and other information presented elsewhere in this Form 10-K.

OVERVIEW

We sell stevioside and other stevia derived products. Stevioside is a natural zero calorie sweetener as well as herbs used in traditional Chinese medicines.extracted from the leaf of the stevia plants. Substantially all of our operations are located in the PRC. We have built an integrated company with the sourcing and production capabilities designed to meet the needs of our customers.

During the fiscal years 2017ended April 30, 2022 and 2016,2021, our continuing operations were organized in two operating segments related to our product lines:

Recent Developments

Consequently, the COVID-19 pandemic still adversely affect the Company’s business operations, financial condition and operating results for 2022 and 2023, including but not limited to material negative impact to the Company’s total revenues, production capability, ability to conduct marketing and sales, and slower collection of producing A3-99 steviaaccounts receivables. We are able to maintain certain income from previous existing orders and finished products, which arehowever, we believe the highest quality stevioside extracts produced in the world and are used in the pharmaceutical and food industries.

We are monitoring the machinery used for boilingglobal outbreak and dryingspread of stevia. On June 1, 2017, we received the rights to our patent number 20162147848.3 for application filed on December 24, 2016, for the machinery used for automatic unloading of medicinal supplemental use stevia powder. On July 6, 2017, we received the rights to our patent number 201621427842.6 for application filed on December 24, 2016, for the vacuum seal protection device for enzyme modified stevia mixing machine. On June 26, 2017, we received the rights to our patent number 201621427841.1 for application filed on December 24, 2016, for the anti-blocking atomizer device on the stevia drying machine. On June 1, 2017, we received the rights to our patent number 201621427830.3 for application filed on December 24, 2016, for the thermal cycling system on the stevia granulating machine. On June 1, 2017, we received the rights to our patent number 201621427829.0 for application filed on December 24, 2016, for the enzyme modified stevia drying machine with builtCOVID-19 and taking steps in scrapers. On June 9, 2017, we received the rights to our patent number 201621427837.5 for application filed on December 24, 2016, for the stevia extra concentration device.

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Our Performance

Our revenues totaled $19.4$35.3 million in the fiscal 2017,year ended April 30, 2022, an increase of 7.4%38.9% as compared to the fiscal 2016,year ended April 30, 2021, and our gross margin increased from (4.5)% to 14.6% from 11.0%8.8% primarily due to our effort to develop sales in the domestic and international market and purchasing raw material in advanced at lower prices.revenue increased. Our total operating expenses in the fiscal 2017 decreasedyear ended April 30, 2022 increased by approximately $771,000$3,214,000 or 11.0%81.5% compared to the fiscal 2016year ended April 30, 2021 primarily due to the overall decreasean increase of approximately $518,000 or 37.2% in overheads, including a decreaseselling expenses, an increase of $1,500,000approximately $462,000 or 92.5%32.2% in loss on disposalgeneral and administrative expenses, an increase of property and equipment, and a decrease of $343,000approximately $1,644,000 or 41.0%146.9% in research and development expenses, offset by an increase of $582,000 or 18.2% in general and administrative expenses, and an increaseextra expense for loss on disposition of property and equipment of approximately $491,000 or 37.0%$591,000 in selling expenses.fiscal year ended April 30, 2022 . Our net loss from operations for the fiscal 2017year ended April 30, 2022 was $3.9 million,approximately $4,594,000, compared to $4.8 million$5,249,000 in the fiscal 2016.

While we have broadened our stevia product offerings to include a number of higher quality stevia grades needed in new product formulations we are developing to introduce to the U.S. and European food and beverage industry, the demand for higher grade stevia products has yet to materialize to the degree we had anticipated, and thus our sales volume in higher grade stevia products was lower than expected for the fiscal 2017.year ended April 30, 2022. The increasedecrease of revenue in Stevioside segment is primarily due to an increasinga decreasing demand from the developing domestic and international market. Stevia has been widely accepted bymarket, and overall negative impact from the food industry and many new stevia manufacturers have entered this industry in the past few years, and recently we introduced a new product line. We are now focusing on new types of stevia products, including tablets, liquid, High A products, and others. We expect to consistently increase our sales of our new products; however we cannot quantify this increase and its effects on future periods.

We believe that there are significant opportunities for worldwide growth in our Stevioside segment, primarilynot only in the U.S. and EU.EU markets but also in our domestic market. For the fiscal 2017year ended April 30, 2022 and beyond, we will continue to focus on our core business of producing and selling stevioside series products.

Currently there is a world-wide movement of lowering sugar intake, and more and more consumers are becoming aware of the health benefits associated with reduction of sugar intake. According to research data, 40% of Chinese consumers stated that they "will not mind paying more for food and beverages with more natural ingredients" and 80% of the interview consumers express a goal of "having a healthier diet". We believe in this search of a more natural and healthy diet and lifestyle, natural sweeteners such as stevia will become the mainstream sweetener in the food and beverage markets.

Some of the recent favorable observations related to the stevia markets in fiscal 2017 include:

Meanwhile, we are also facing challenges in competitive pricing and raw materials for the fiscal 2017years ended April 30, 2022 and 2018.2021, as well as negative impact from the global COVID-19 pandemic, which has longer lasting effects then we previously estimated. During the fiscal 2017,years ended April 30, 2022, the market prices of stevioside products werecontinue to be impacted by strong price competition among Chinese manufacturers. With this being a product gaining large market shares in China, in the recent years we have seen many competitors entering the market. These new competitors use lower pricing as their effort to gain market share as they initially entering the market, thus driving down the average prices for stevia products. We expect the pressure from pricing competition to continue in fiscal 2018.2022. We anticipate the price of stevia leaves, the raw material used to produce our stevioside series products, will also continue to increase in fiscal 2018.

We intend to make adjustments internally in order to better operate in this market; our goal is to increase sales and develop new client bases through our marketing effort, decrease our production expenses while maintaining the stability and quality of our products, and decrease our overall expenditures. We believe while there are challenges and risks in this market, our high quality high grade product and the formulations developed by our internal research and development team differentiates us from other competitors and our efforts will lead to sustainable growth in the future.

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RESULTS OF OPERATIONS

The following table summarizes our results of operations infor the fiscal 2017year ended April 30, 2022 and fiscal 2016.2021.  The percentages represent each line item as a percent of revenues:

Total revenues in the fiscal 2017year ended April 30, 2022 increased by approximately $1,340,000,$9,883,000, or 7.4%38.97%, as compared to the fiscal 2016. Stevioside revenues, which accounts for 85.1% and 86.6% of our total revenues in fiscal 2017 and fiscal 2016, respectively, increased by 5.6%, and Chinese medicine revenues increased by 19.7%.

With the restructurerestructuring of our product line, we also continue to increase the sales of our low grade stevia products in fiscal 2017.products. Our highlow grade stevia and A3-97 products generated more than 40%29.9% and 20%18.6% of total revenue of our Stevioside segment for the fiscal year ended April 30, 2022, respectively. Our low grade stevia and A3-97 products generated more than 34.1% and 24.7% of total revenue of our Stevioside segment, respectively, for the fiscal year ended April 30, 2021.

Our unit sale price fluctuated from month to month in the fiscal 2017year ended April 30, 2022, which was mainly affected by the market environment; the average unit sales price of our stevia products has slightly increased for the fiscal year ended April 30, 2022, as compared to the fiscal year ended April 30, 2021. We are facing challenges in competitive pricing and 2016, respectively, whilesourcing of raw materials, and the market prices of stevioside products were impacted by strong price competition among Chinese manufacturers. With the increased sales on our enzyme treated products generated over $2.2 million in revenues withfiscal year ended April 30, 2022,  the gross profit rate of 27% and average unit price was $47 in fiscal 2017. We generated over $3.6 million from enzyme treated products in revenues with the gross profit rate of 30% anddecreased to 0.2% from 9.5%, but the average unit price was $52 inof enzyme treated products increased to $34.2 from $29.7, as compared to the fiscal 2016.year ended April 30, 2021. In the fiscal 2017,year ended April 30, 2022, some of our stevia products, such as A3-80A3-99, A3-98, A3-95 and A3-60A3-80, were sold for a loss in order to avoid further losses resulting from spoilage of overstocked inventory.   

Cost of revenues includes the cost of raw materials, labor, depreciation, and other fixed and variable overhead costs. Cost of revenues of Stevioside segment in the fiscal 2017year ended April 30, 2022 increased by approximately $482,000,$5,663,000, or 3.0%21.5%, while revenues from Stevioside segment increased by approximately $9,862,000, compared to the fiscal 2016. The increase in cost of revenues was primarily due to the low quality of raw materials received, causing an increase in purchase quantity in order to produce the same grade of products in fiscal 2017.year ended April 30, 2021. Gross margin on Stevioside segment for the fiscal 2017year ended April 30, 2022 was 13.9%8.3%, as compared to 8.1%(5.3)% for the fiscal 2016.year ended April 30, 2021. The increase in gross margins for Stevioside was primarily due to  lowera reduction of the higher production costs resultedwe experienced during the height of the pandemic and that we were able to sell more of our overstocked inventories from 2021. Since the improvementsepidemic of the novel strain of coronavirus COVID-19 pandemic adversely affected businesses and economic activities, resulting in a drastic increase in the efficiencycost of our production, line. Grossour gross margin on Chinese Medicine was 19.0%negative in fiscal 2017, compared to 29.7%year 2021.

We believe the effect of the COVID-19 pandemic is the most significant in fiscal 2016. The lower gross margin for Chinese Medicines was primarily due to high market competition with lower sales price and higherour raw material purchasing and our sales. Due to the effect of the global COVID-19 pandemic, we expect the sourcing and availability of stevia raw material will have increased difficulties and costs for fiscal 2022. As a result of COVID-19 related gathering laws, farmers are not able to have the low qualitysame amount of raw materials received, causingnursery workers as previous years, resulting in a decrease of stevia plants, and relevant safety measures also resulted in an increase of general planting costs. We expect this to cause a shortage of stevia leaves harvest this year and along with the effect of the rain seasons, we expect to see an increase in purchase quantity in orderour cost of raw material. After we resumed production, the effect of the COVID-19 pandemic on transportation has also made it difficult for us to produce the same grade of products. We believe that the slower market for animal Chinese medicines seen in prior periods has stabilized and improved.  Since we purchaseefficiently procure our raw materials onmaterials.

Total Selling Expenses

Our selling expenses for the spot market, we are unable to predict with any degree of certainty our raw material costs and their impact on gross margin in future periods. Our consolidated gross margin for fiscal 2017 was 14.6%, asyear ended April 30, 2022 increased by approximately $518,000, or 37.2% compared to 11.0% inthe fiscal 2016.   

Other Expense

For the fiscal year ended April 30, 2017, our research and development expenses amounted to approximately $493,000 as compared to $836,000 for the fiscal year ended April 30, 2016. The decrease of approximately $343,000 was primarily due to the decrease in spending for third party technical consulting fees in fiscal 2017.

As a result of the foregoing, our loss infrom operations was $4,594,000 for the fiscal 2017 was approximately $3,898,000,year ended April 30, 2022, as compared to $4,792,000 inwith loss from continuing operations of $5,249,000 for the fiscal 2016.year ended April 30, 2021, a change of $656,000, or 12.5%. The decrease of net loss was primarily due to a higher revenue with a higher gross profit.

Net Loss Attributable to Noncontrolling Interest

Noncontrolling interest represents the ownership interests an individual investor and Shangdong Yulong Mining Group Co., Ltd. ("Yulong") hold in Qufu Shengren. The amount recorded as noncontrolling interest in our unaudited condensed consolidated statements of loss and comprehensive loss is computed by multiplying the after-tax loss by 38.7%, the percentage ownership in Qufu Shengren not directly attributable to us. Net loss attributable to noncontrolling interest amounted to approximately $1,683,000 and $2,010,000 for the year ended April 30, 2022 and 2021, respectively.

Net Loss Attributable to Sunwin Stevia International, Inc.

Net loss attributable to Sunwin Stevia International, Inc. in the fiscal year ended April 30, 2022 was approximately $2,910,000, or $(0.01) per share (basic and diluted), compared to $3,239,000, or $(0.02) per share (basic and diluted), in the fiscal year ended April 30, 2021.

Foreign Currency Translation Gain

The functional currency of our subsidiaries and variable interest entities operating in the PRC is the Chinese Yuan or Renminbi ("RMB"). The financial statements of our subsidiaries are translated to U.S. dollars using period end rates of exchange for assets and liabilities, and average rates of exchange (for the period) for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange translations are included in the Comprehensive income on the consolidated statements of operations. As a result of foreign currency translations, which are a non-cash adjustment, we reported a foreign currency translation loss of $48,000 for the fiscal year ended April 30, 2022, as compared to a foreign currency translation gain of $1,006,000 for the fiscal year ended April 30, 2021. This non-cash loss had the effect of increasing our Stevioside segment offset by higher selling expense, general and administrative expenses, along with the reduction in research and development expenses and loss on disposition of property and equipment as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate sufficient cash to meet its operational cash requirements.  

The following table provides certain selected balance sheets comparisons as of April 30, 2017,2022 and 2021:

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 As of April 30, 2022, we had working capitaldeficit of approximately $4,652,000,$5,949,000, including cash of approximately $51,000,$321,000, as compared to working capitaldeficit of $3,545,000approximately $1,089,000 and cash of $900,000 at$1,566,000 as of April 30, 2016.2021. The approximate $849,000$1,245,000 decrease in our cash atas of April 30, 20172022 from April 30, 20162021 is primarily attributable to net cash used in operating activities of approximately $4,548,000,$1,885,000, and net cash used in investing activities of approximately $404,000 and$2,472,000, offset by cash provided by financing activities of approximately $4,133,000$3,108,000 during the fiscal 2017.year ended April 30, 2022. We are workingmay seek to increase sales and decreaseraise capital through additional debt and/or equity financings to fund our operations in the account receivable to shorten account receivable turnover days. We believe that our existing cash and cash equivalents, internally generated funds, workingfuture. Although we have historically raised capital from our related partiessales of equity and from bank or individual loans, there is no assurance that we will be sufficientable to cover workingcontinue to do so. If we are unable to raise additional capital requirements and capital expenditures foror secure additional lending in the next twelve months.       

The COVID-19 Pandemic. On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical areas in China in which the Company operates. Consequently, the COVID-19 pandemic may adversely affect the Company’s business operations, financial condition and operating results for 2021 and 2022, including but not limited to material negative impact to the Company’s total revenues, slower collection of accounts receivables and significant impairment to the Company’s equity investments. Due to the high uncertainty of the evolving situation, the Company has limited visibility on the full impact brought upon by the COVID-19 pandemic and the related financial impact cannot be estimated at this time.

Accounts receivable, net of allowance for doubtful accounts, including accounts receivable from related parties,party, decreased by approximately $3.2 million$289,000 during the fiscal 2017 as a result of the decrease in accounts receivable from the related parties as ofyear ended April 30, 2017.2022. The days for sales outstanding in accounts receivable decreasedincreased to 20 days as of April 30, 2017,2022, as compared to 10324 days on April 30, 2016. Accounts receivable, net of allowance for doubtful accounts, excluding2021. We will reevaluate and categorize accounts receivable from related parties, increased by approximately $144,000 during fiscal 2017 as a result of the 44.9% increase in revenues from sales to third parties, as compared to fiscal 2016. The days for sales outstandingand will target to improve our collection effort in accounts receivable for third party sales decreased to 15 days as of April 30, 2017, as compared to 54 days on April 30, 2016 as a result of our efforts on timely collection of our growing accounts receivable from both related parties andin the third parties.

At April 30, 20172022 our inventories, net of reserveimpairment for obsolescence, totaled approximately $8,816,000,$5,564,000, as compared to $4,527,000$12,930,000 on April 30, 2016.2021. The increasedecrease is primarily due to our increase in procurements of raw materials in order to meet our anticipated higher sales volume during the fiscal 2017, these inventories have not yet been soldyear ended April 30, 2022. However, due to the market demandsCOVID-19 pandemic, there has been minimal disruption in our supply chain network of certain raw materials. We are not raising as much as we predicted, howeverable to purchase enough leaves of the current inventory level will prepare us forstevia to meet our anticipated upcoming increase in demands.

Our accounts payable and accrued expenses were approximately $7,036,000$12,215,000 at April 30, 2017,2022, an increase of approximately $176,000$1,074,000 from April 30, 20162021 balance of $6,861,000.$11,141,000. The increase was primarily due to an increase in purchasing and the timing of payments for balances related to raw material purchases made in the ordinary course of business.

Loans payable atas of April 30, 20172022 and 20162021 totaled approximately $7,267,0004,908,000 and $2,134,000,$2,955,000, respectively. These loans payable consisted of short-term loans and long-term loans from multiple non-related individuals, which bearingbear annual interest rates range fromof 4% to 10%- 12%.  TheRange of maturity dates of the loan payable was from August 22, 2022 to April 18, 2023. During the year ended April 30, 2022, the Company borrowed multiple new loans payableof approximately $2,629,000 and repaid loans in amount of approximately $780,000.

Due to related parties at April 30, 2017 range from October 5, 20172022 and 2021 totaled approximately $4,882,000 and $9,844,000, respectively. The decrease was primarily due to March 8, 2019.  Duringour reclassification for Qufu Shengwang Import and Export to the third party during the fiscal 2017,year ended April 30, 2022. On April 30, 2022, the Company repaidbalance we owed to Pharmaceutical Corporation and Export and Mr. Weidong Chai, a management member of Qufu Shengren Pharmaceutical Co., Ltd., approximately $12,000 ofamounted to $4,646,000 and $236,000, respectively. On April 30, 2021, the prior year's loans payable, renewedbalance we owed to Pharmaceutical Corporation, Qufu Shengwang Import and Export, and Mr. Weidong Chai approximately $1,899,000 for an additional one year termamounted to $3,484,000, $6,140,000 and borrowed new loans of $5,380,000.

Cash Flows Analysis

Net cash used in operating activities from operations was approximately $4,548,000 in$1,885,000 for the fiscal 2017, as compared to net cash provided by operating activities of $49,000 in fiscal 2016,year ended April 30, 2022, primarily due to a net loss of approximately $3,898,000 adjusted$4,594,000, an increase of approximately $2,175,000 in prepaid expenses and other current assets, a decrease of approximately $5,161,000 in accounts payable and accrued expenses, offset by a decrease of approximately $151,000 in accounts receivable, a decrease of approximately $6,995,000 in inventories, an increase of approximately $501,000 in taxes payable, and non-cash items such asworking capital primarily included non-cash depreciation and amortization expenses of $1,475,000, provision for obsolete inventories of $331,000 and a loss on disposition of property and equipment of $122,000, non-cash employees' compensation of $1,227,000, non-cash consultant's service fee of $145,000, depreciation expense and amortization of intangible assets and land use right of $1,727,000. The decrease in net cash from operating activities was also primarily due to an increases of approximately $309,000 in accounts receivable from the third party, an increase of approximately $4,658,000 in inventories, an increase of $2,241,000 in prepaid expenses and other current assets and a decrease in taxes payable of approximately $120,000, which offset by a decrease of approximately $3,132,000 in accounts receivable - related party and an increase of approximately $269,000 in accounts payable and accrued expenses.

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Net cash provided by operating activities was approximately $49,000 in fiscal 2016, as compared to net cash used in operating activities of $880,000 infrom operations was approximately $2,204,000 for the fiscal 2015,year ended April 30, 2021, primarily due to a net loss of approximately $4,797,000 adjusted and offset by non-cash items such as loss on disposition of property and equipment of $1,623,000, non-cash employees' compensation of $511,000, non-cash consultant's service fee of $403,000, depreciation expense and amortization of intangible assets and land use right of $1,375,000. The increase in net cash from operating activities was also primarily due to$5,249,000, an increase of approximately $3,230,000$2,586,000 in accounts payable and accrued expenses, a decrease of approximately $454,000 in inventories and an increase of approximately $110,000 in tax payable, which offset by an increases of approximately $1,661,000 in accounts receivable and accounts receivable - related party, an increase of approximately $1,024,000$218,000 in inventories, offset by a decrease of approximately $1,196,000 in accounts receivable and note receivable from a third party, a decrease of approximately $95,000 in prepaid expenses and other current assets, an  increase in accounts payable and accrued expenses of approximately $1,890,000, an increase of approximately $38,000 in taxes payable, and non-cash working capital primarily included non-cash depreciation expense of $1,340,000, impairment for obsolete inventories of $1,277,000 and a decrease in deferred grant incomeloss on allowance for doubtful accounts of approximately $284,000.

Net cash used in investing activities from operations amounted to $404,000 in fiscal 2017, as compared to $402,000 in fiscal 2016. In fiscal 2017, we spent approximately $700,000 in$2,472,000, including $413,000 on purchases of property and equipment and $2,068,000 on purchase of land use right, offset by proceeds from disposal of equipment of $9,000 in the proceeds received from sales of real estate investments of approximately $296,000.

Net cash used in investing activities from continuing operations amounted to $402,000 in fiscal 2016, as compared to $360,000 in fiscal 2015. In fiscal 2016, we spent approximately $402,000 in$766,000 on purchases of property and equipment.

The functional currency of our Chinese subsidiaries is the Chinese RMB. Substantially all of our cash is held in the form of RMB at financial institutions located in the PRC, where there is no equivalent of federal deposit insurance as in the United States. As a result, cash accounts at financial institutions in the PRC are not insured. We have not experienced any losses in such accounts as of April 30, 2017.

In 1996, the Chinese government introduced regulations which relaxed restrictions on the conversion of the RMB; however, restrictions still remain, including but not limited to restrictions on foreign invested entities. Foreign invested entities may only buy, sell or remit foreign currencies after providing valid commercial documents at only those banks authorized to conduct foreign exchanges. Furthermore, the conversion of RMB for capital account items, including direct investments and loans, is subject to PRC government approval. Chinese entities are required to establish and maintain separate foreign exchange accounts for capital account items. We cannot be certain Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB, especially with respect to foreign exchange transactions. Accordingly, cash on deposit in banks in the PRC is not readily deployable by us for purposes outside of the PRC. Our cash position by geographic area was as follows: 

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Contractual Obligations and Off-Balance-Sheet Arrangements

Contractual Obligations

 We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations, and cash flows. The following tables summarize our contractual obligations as of April 30, 2022, and the effect these obligations are expected to have on our liquidity and cash flows in future periods. 

Off-Balance-Sheet Arrangements

Under SEC regulations, we are required to disclose our off-balance sheetoff-balance-sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

We do not have any off-balance sheetoff-balance-sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with accepted accounting principles generally accepted in the U.S. ("U.S. GAAP").

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 1 to our consolidated financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.  

Not applicable to smaller reporting company.

Our financial statements are contained in pages F-3 through F-22, which appear at the end of this annual report.

None.

Evaluation of Disclosure Controls and Procedures

Management's Report on Internal Control Over Financial Reporting

PART III

Directors and Executive Officers

The following sets forth the names and ages of each of our executive officers and directors and the positions they hold:

Chunchun Wang. Mr. ZhangWang has served as our President and Chairman since April 30, 2004 and he has served as Chairman of Qufu Natural Green since January 2003. Mr. Zhang also serves as Chairman of Pharmaceutical Corporation, a company engagedbeen working in the salepharmaceutical industry since his graduation from Qufu Yuandong Professional Technical College in 2005 and distribution of Chinese herb medicines,has been working with the Company since April 2000. In 1996, Mr. Zhang founded Shandong Group, a holding company with interestsMarch 2006 in companies operatingvarious positions in the areas of nutritional products, Chinese herb extracts, packaged products, animal health products, animal medicineour technology and chemical products. Since April 1996, he has beenweb-based sales departments and is currently serving as the General Manager of this company. From April 1992 to April 1996 Mr. Zhang served as Manager of our subsidiary Shengya Veterinary Medicine. From 1984 to 1992, Mr. Zhang served as President of Shandong Qufu Amylum Plant, a company that manufactures amylum. Mr. Zhang graduated from Shandong Technical University in 1984 with a Master's Degree in Engineering.

Fanjun Wu. Ms. Wu has been our Chief Financial Officer since April 30, 2004. Since 1997, she has been employed by Qufu Natural Green, serving as Director of Finance from 1997 to 1998 and thereafter as Chief Financial Officer. From 1992 to 1996, Ms. Wu was a Director of Finance for our subsidiary Shengya Veterinary Medicine, which was owned by Shandong Group prior to our acquisition in 2004. Ms. Wu graduated from Qufu Industrial College in 1995 with thea Bachelor's Degree in Accounting.

Yuyi Liu. Mr. YanLiu Mr. Liu is the Financial Officer of Qufu Shengren since April, 2015, previously, Mr. Liu has beenserver as the GeneralAccounting Manager of our subsidiaryfor Qufu Shengwang Stevia Biology and Science Co., Ltd. from 2012 to 2015 and the Accounting Manager for Qufu Natural Green since 1999 and a member of our Board of Directors since April 30,from 2004 following our acquisition of Qufu Natural Green. From 1999 to 2004, Mr. Yan was the Director2012, both were wholly owned subsidiaries of the Marketing Department for that company. From 1996 to 1998,Company. Mr. Yan was DirectorLiu has over sixteen years of the Marketing Department for Shandong Group, a holding company with interests in companies operatingexperience in the areas of nutritional products, Chinese herb extracts, packaged products, animal health products, animal medicineindustry and chemical products,is very familiar with the Company’s production and from 1993 to 1996, he was Director of the Marketing Section for our subsidiary Shengya Veterinary Medicine owned by Shandong Group before our acquisition in 2004. Mr. Yan graduated from Shandong Agriculture University in 1993 with a Bachelor's Degree in Farming.

There are no family relationshiprelationships between any of the executive officers and directors. Each director is elected at our annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his successor is elected and qualified. 

The following is a discussion for each director of the specific experience, qualifications, attributes or skills that led to our conclusion that such person should be serving as a member of our Board of Directors as of the date of this annual report in light of our business and structure.  In addition to their individual skills and backgrounds which are focused on our industry as well as financial and managerial experience, we believe that the collective skills and experience of our Board members are well suited to guide us as we continue to grow our company.   

Chunchun Wang.  Mr. ZhangWang has over 17 years of professional experience in areas of nutritional products, Chinese herb extracts, packaged products, animal health products, animal medicine and chemical products.  He has significant experience in starting companies within our industry segments and has many professional contacts which serve to promote our efforts to expand our business and operations. 

Yuyi Liu.  Mr. YanLai has over 2118 years of marketing experience in ourthe industry and an advanced degree in farming.

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Stockholders Agreement - Election of Directors

On February 5, 2009, as part of the Securities Purchase Agreement we entered into with WILD Flavors, we entered into a stockholders agreement with WILD Flavors and certain of our shareholders who owned approximately 34.12%34% of our common stock at the time the agreement was entered into. The stockholders agreement provides that so long as WILD Flavors owns at least 4,000,000 shares of our common stock, the parties to that agreement will vote or cause their shares of our common stock to be voted to elect two members of our Board of Directors designated by WILD Flavors and three members designated by our shareholders who are a party to the stockholders agreement.  As of the date of this report, WILD Flavors has not designated anyone to be appointed to our Board of Directors.

Compliance with Section 16(a) of the Exchange Act

Code of Business Conduct and Ethics

In April 2005, we adopted a Code of Ethics applicable to our Chief Executive Officer, principal financial and accounting officers and persons performing similar functions. A Code of Ethics is a written standard designed to deter wrongdoing and to promote:

A copy of our Code of Ethics is filed as an exhibit to this annual report and we will provide a copy, without charge, to any person desiring a copy of the Code of Ethics, by written request to us at our principal offices,office, attention: Corporate Secretary.

Committees of the Board of Directors and Independence

Our Board of Directors has not yet established an Audit Committee, a Compensation Committee, a Nominating Committee or any committee performing a similar function. The functions of those committees are being undertaken by the entire board as a whole. Because we do not have any independent directors, our Board of Directors believes that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given that all our operations are located in the PRC and our lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.

None of our directors is an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K. In general, an "audit committee financial expert" is an individual member of the audit committee or Board of Directors who:

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Since the reverse acquisition of our company by Sunwin Tech in April 2004 our Board of Directors has been comprised of individuals who are members of our management or otherwise affiliated with our company. While we would prefer that one or more of our directors be an audit committee financial expert, none of our current directors have professional backgrounds in either finance or accounting.

All of our current management is located in the PRC and no member of our Board of Directors has previously served as an officer or a director of a U.S. public company. As a result of both the cultural differences between doing business in the PRC and doing business as a public company in the U.S., as well as the lack of experience of our Board of Directors with laws, rules and regulations which apply to public companies in the U.S., we are seeking to expand our Board of Directors to include qualified individuals who are also residents of the U.S. to serve as independent directors. At such time as we are able to attract additional members to our Board of Directors which include one or more independent directors, we intend to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on a stock exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include "independent" directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

Board oversight in risk management

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success.  We face a number of risks, including liquidity risk, operational risk, strategic risk and reputation risk.  Our Chief Executive Officer also serves as one of our three directors and we do not have a lead director.  In the context of risk oversight, at the present stage of our operations we believe that our selection of one person to serve in both positions provides the Board with additional perspective which combines the operational experience of a member of management with the oversight focus of a member of the Board. The business and operations of our company are managed by our Board as a whole, including oversight of various risks that our company faces. Because our Board is comprised of members of our management, these individuals are responsible for both the day-to-day management of the risks we face as well as the responsibility for the oversight of risk management.

Outstanding Equity Awards at Fiscal Year End

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of April 30, 2017: 

2015 Equity Compensation Plan

On May 11, 2015, our board of directors authorized our 2015 Equity Compensation Plan (the "2015 Plan"). The purpose of the 2015 Plan is to enable us to offer to our employees, officers, directors and consultants, whose past, present and/or potential contributions to our company have been, are or will be important to our success, an opportunity to acquire a proprietary interest in our company. We have initially reserved 25,000,000 shares of our common stock for issuance upon awards to be made under the 2015 Plan. The maximum number of shares of common stock which may be subject to awards under the 2015 Plan made to individuals who are neither officers, directors nor employees of our company is limited to 2,500,000 shares. The 2015 Plan also contains an "evergreen formula" pursuant to which the number of shares of common stock available for issuance under the 2015 Plan will automatically increase on the first trading day of January each calendar year during the term of the 2015 Plan beginning with calendar year 2016 providing that we have sufficient authorized but unissued and unreserved shares of our common stock available, by an amount equal to 1.5% of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year, up to a maximum annual increase of 375,000 shares of common stock. As of July 31, 2017,Currently, there are no shares available to be issued or options outstanding under the 2015 Equity Compensation Plan.

Director Compensation

We do not have a policy establishing compensation arrangements for members of our Board of Directors and no Board member received any compensation for his or her services during the fiscal 2017year ended April 30, 2022 other than their regular employee compensation.

On July 28, 2017August 10, 2022 we had 199,632,803 shares of common stock issued and outstanding. The following table sets forth information known to us as of July 28, 2017August 10, 2022 relating to the beneficial ownership of shares of our common stock by:

Unless otherwise indicated, the business address of each person listed is in care of 6 Shengwang Avenue, Qufu, Shandong, China 273100. We believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock shown as being owned by them. Under securities laws, a person is considered to be the beneficial owner of securities owned by them (or certain persons whose ownership is attributed to them) and that can be acquired by them within 60 days from the that date, including upon the exercise of options, warrants or convertible securities. We determine a beneficial owner's percentage ownership by assuming that options, warrants or convertible securities that are held by them, but not those held by any other person, and which are exercisable within 60 days of the that date, have been exercised or converted.

Securities Authorized for Issuance under Equity Compensation Plans