Winha International (WINH) 10-Q 21 Nov 16 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Sep. 30, 2016	Nov. 21, 2016
Document and Entity Information:
Entity Registrant Name	WINHA INTERNATIONAL GROUP LTD
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Trading Symbol	winh
Amendment Flag	false
Entity Central Index Key	1,584,057
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		49,989,500
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Entity Incorporation, State Country Name	Nevada
Entity Incorporation, Date of Incorporation	Apr. 15, 2013

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2016	Mar. 31, 2016
Current assets:
Cash and cash equivalents	$ 6,563,778	$ 21,548,630
Accounts receivable	3,878,510	1,417,860
Inventories	581,307	1,523,959
Advances to suppliers	81,282	151,230
Prepaid expenses	2,705,771	174,010
Deferred tax assets	6,541	32,810
Total Current Assets	13,817,189	24,848,499
Property, plant and equipment, net	11,844,443	1,847,977
Website - net		45,676
Prepaid expenses - noncurrent	2,993,597
Deferred registration costs		212,312
Total Assets	28,655,229	26,954,464
Current liabilities:
Accounts payable	200,758	208,866
Convertible debt		5,435,466
Advances from customers	30,632	769,814
Taxes payable	1,641,182	1,683,909
Accrued expenses	141,511	246,387
Loan from stockholder	907,804	477,199
Total current liabilities	2,921,887	8,821,641
Stockholders' equity:
Common stock, $0.001 par value per share, 200,000,000 shares authorized; 49,989,500 shares issued and outstanding as of September 30, 2016 and March 31, 2016	49,990	49,990
Additional paid-in capital	21,626,775	21,626,775
Statutory reserve	803,908	497,443
Accumulated (deficit)	(6,420,927)	(11,096,421)
Other comprehensive (loss)	(652,232)	(230,584)
Sub-total	15,407,514	10,847,203
Noncontrolling interests	10,325,828	7,285,620
Total stockholders' equity	25,733,342	18,132,823
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 28,655,229	$ 26,954,464

CONSOLIDATED BALANCE SHEETS PAR

CONSOLIDATED BALANCE SHEETS PARENTHETICAL - $ / shares	Sep. 30, 2016	Mar. 31, 2016
CONSOLIDATED BALANCE SHEETS PARENTHETICAL
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	200,000,000	200,000,000
Common stock shares issued	49,989,500	49,989,500
Common stock shares outstanding	49,989,500	49,989,500

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
Revenues	$ 14,866,148	$ 9,756,224	$ 28,783,982	$ 15,397,117
Cost of revenues	8,570,699	4,124,953	14,993,435	7,137,807
Gross profit	6,295,449	5,631,271	13,790,547	8,259,310
Operating expenses:
Selling and marketing	431,058	214,027	991,670	413,735
General and administrative	557,733	263,179	1,080,076	621,417
Financial expenses	6,689	6,558	16,232	7,108
Total operating expenses	995,480	483,764	2,087,978	1,042,260
Income from operations	5,299,969	5,147,507	11,702,569	7,217,050
Other non-operating income	975		5,057	1,085
Other non-operating (expenses)	(456,365)	(328)	(456,365)
Total non-operating (expense) income	(455,390)	(328)	(451,308)	1,085
Income before provision for income taxes	4,844,579	5,147,179	11,251,261	7,218,135
Provision for income taxes	1,416,852	1,261,690	2,947,995	1,817,227
Net income before noncontrolling interest	3,427,727	3,885,489	8,303,266	5,400,908
Noncontrolling interest	1,371,091		3,321,307
Net income attributable to common stockholders	$ 2,056,636	$ 3,885,489	$ 4,981,959	$ 5,400,908
Earnings per common share, basic and diluted	$ 0.04	$ 0.08	$ 0.10	$ 0.11
Weighted average shares outstanding, basic and diluted	49,989,500	49,989,500	49,989,500	49,989,500
Other Comprehensive income:
Net income	$ 3,427,727	$ 3,885,489	$ 8,303,266	$ 5,400,908
Foreign currency translation adjustment	(76,011)	(346,926)	(702,747)	(246,844)
Comprehensive income	3,351,716	3,538,563	7,600,519	5,154,064
Comprehensive income attributable to noncontrolling interest	1,340,403		3,040,207
Comprehensive income attributable to common stockholders	$ 2,011,313	$ 3,538,563	$ 4,560,312	$ 5,154,064

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 6 months ended Sep. 30, 2016 - USD ($)	Common stock	Additional Paid-in Capital	Retained Earnings (Deficit)	Other Comprehensive (loss)	Statutory Reserve Fund	Non-controlling Interest	Total
Balance at Mar. 31, 2016	$ 49,990	$ 21,626,775	$ (11,096,421)	$ (230,584)	$ 497,443	$ 7,285,620	$ 18,132,823
Net income			4,981,959			3,321,307	8,303,266
Appropriation of statutory reserve			(306,465)		306,465
Other comprehensive (loss)				(421,648)		(281,099)	(702,747)
Balance at Sep. 30, 2016	$ 49,990	$ 21,626,775	$ (6,420,927)	$ (652,232)	$ 803,908	$ 10,325,828	$ 25,733,342

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net income	$ 8,303,266	$ 5,400,908
Adjustments to reconcile net income to net cash provided by operating activities:
Write off deferred registration costs	212,312
Write off the website	46,167
Decrease in deferred tax assets	26,552
Depreciation and amortization	231,303	73,809
Changes in operating assets and liabilities:
(Increase) in accounts receivable	(2,460,650)	(56,176)
Decrease in inventories	942,652	830,599
Decrease in advances to suppliers	69,948	72,016
(Increase) decrease in prepaid expenses	(5,525,358)	71,420
(Decrease) increase in accounts payable	(8,108)	84,663
(Decrease) in advances from customers	(739,182)	(168,799)
(Decrease) increase in taxes payable	(42,727)	1,222,709
(Decrease) increase in accrued expenses	(104,875)	4,350
Net cash provided by operating activities	951,300	7,535,499
Cash flows from investing activities:
Payments for website expansion		(9,827)
Purchase of fixed assets	(10,397,016)	(326,482)
Net cash (used in) investing activities	(10,397,016)	(336,309)
Cash flows from financing activities:
Additional capital contribution		816,001
Proceeds from redeemable convertible notes		564,200
Repayment of redeemable convertible notes	(5,435,466)
Proceeds from stockholder loan-net	370,605	26,345
Net cash (used in) provided by financing activities	(5,064,861)	1,406,546
Effect of exchange rate changes on cash	(474,275)	(240,257)
Net change in cash	(14,984,852)	8,365,479
Cash, beginning of period	21,548,630	1,103,726
Cash, end of period	6,563,778	9,469,205
Supplemental disclosure of cash flow information:
Cash paid for interest	191,844
Cash paid for income taxes	2,921,604	558,410
Noncash financing activities:
Payment of accrued expenses and other payables by shareholder in the form of a loan	$ 60,000	$ 26,345

Note 1. Organization

Note 1. Organization	6 Months Ended
	Sep. 30, 2016
Notes
Note 1. Organization	1. ORGANIZATION AND BUSINESS Winha International Group Limited (“Winha International”) was incorporated in Nevada on April 15, 2013. The subsidiaries of the Company and their principal activities are described as follows: Winha International and its subsidiaries are collectively referred to as the “Company”. The Company retails local specialty products through its seven self-operated physical stores. The store are supplemented by two restaurants, the first of which the Company opened in April 2015. In addition, the Company has granted 44 franchises to use the Company's tradename, store style and its other resources. The Company plans to open additional restaurants and add additional franchisees during fiscal 2017. During the three months ended September 30, 2016, the Company entered into agreements with six individuals to assume the operations of six of its retail stores located in Sanshui, Shunde, Chancheng, Xiaolan, Dongguan and Guangzhou. The stores continue to operate under the Company’s trade name. The Company derives revenues from wholesaling its products to these six stores. Until November 27, 2015, the Company operated its business through a variable interest entity, Zhongshan Winha Electronic Commerce Company Limited (“Zhongshan Winha”), which has two wholly owned limited liability subsidiaries, Zhongshan Supermarket Limited (“Zhongshan Supermarket”) and Zhongshan Winha Catering Management Co., Ltd. (“Winha Catering”), as well as three incorporated branches. The Company had the controlling interest in Zhongshan Winha via its wholly owned subsidiary Shenzhen Winha Information Technologies Company Ltd. (“Shenzhen Winha”) through a series of contractual arrangements. On November 27, 2015, the shareholders of Zhongshan Winha transferred their stock to Shenzhen Winha upon the exercise of its option to purchase all of the registered equity. The purchase price was Renminbi (RMB) 1, approximately US $0.16. Zhongshan Winha, therefore, is now a wholly owned subsidiary of Shenzhen Winha. In May 2015, C&V International Company Limited ("C&V"), a wholly owned subsidiary of Winha International, set up a wholly owned subsidiary, Australia Winha Commerce and Trade Limited (“Australian Winha”). In February 2016, Sanmei International Investment Co., Ltd (“Sanmei Investment”), a company incorporated in Anguilla on April 23, 2013, transferred 100% of its shares to Winha International. Subsequently, Winha International transferred the shares of C&V to Sanmei Investment, and C&V transferred the shares of Australian Winha to Sanmei Investment. In March 2016, 40% of the 72,000,000 shares of Australian Winha were transferred from the sole shareholder of Sanmei Investment to the following individuals and entities, which have direct or indirect relationships with the major shareholder or are consultants of the Company: Percentage of Shares Shares issued Zhuowei Zhong 7% 5,040,000 Beijing Ruihua Future Investment Management Co. Ltd. 5% 3,600,000 Donghe Group Limited 5% 3,600,000 Xinxi Zhong. 5% 3,600,000 Zhifei Huang 4% 2,880,000 Chun Yan Winne Lam 3% 2,160,000 Sub Total 29% 20,880,000 Individual Suppliers 11% 7,920,000 Total 40% 28,800,000 The effect of this transaction was to reduce the interest of the Company in its Australian subsidiary by 40%. The Company used the Australian Winha offering price for its initial public offering in Australia to approximate the fair value of the 40% stock issued. The Company recognized stock compensation expense of $21,882,816 during the year ended March 31, 2016. The following chart illustrates the Company’s current corporate structure. WINHA International Group Ltd 100% Sanmei International Other Shareholders Investment Co. Ltd 60% 40% WINHA Commerce and Trade International Ltd 100% C&V International Holding Company Ltd 100% WINHA International Investment Holdings Company Ltd Off-shore PRC 100% Shenzhen WINHA Information Technology Company Ltd Zhongshan WINHA Electronic Commerce Company Ltd 100% 100% Zhongshan WINHA Zhongshan WINHA Catering Supermarket Co Ltd Management Co Ltd

Note 3. Recently Issued Account

Note 3. Recently Issued Accounting Standards	6 Months Ended
	Sep. 30, 2016
Notes
Note 3. Recently Issued Accounting Standards	3. RECENTLY ISSUED ACCOUNTING STANDARDS In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the effect this ASU will have on its consolidated statement of cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2020, with early application permitted. The Company is evaluating the impact of adopting this new accounting guidance on its consolidated financial statements. In May, 2016, the FASB issued ASU No. 2016-10, Revenue with Contracts with Customers: Narrow-scope Improvements and Practical Expedients, which is an amendment to ASU No. 2014-09 that clarifies the objective of the collectability criterion, to allow entities to exclude amounts collected from customers from all sales taxes from the transaction price, to specify the measurement date for noncash consideration is contract inception, variable consideration guidance applies only to variability resulting from reasons other than the form of the consideration, and clarification on contract modifications at transition. The implementation guidelines follow ASU No. 2014-09. In April 2016, the FASB issued Accounting Standards Update No. 2016-12, Revenue from Contracts with Customers. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance supersedes current guidance on revenue recognition in Topic 605, Revenue Recognition. In addition, there are disclosure requirements related to the nature, amount, timing, and uncertainty of revenue recognition. In August 2015, the FASB issued ASU No.2015-14 to defer the effective date of ASU No. 2014-09 for all entities by one year. For public business entities that follow U.S. GAAP, the deferral results in the new revenue standard being effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of the new standard on our consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. This accounting standard update is not expected to have a material impact on the Company’s consolidated financial statements. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. This accounting standard update is not expected to have a material impact on the Company’s consolidated financial statements.

Note 4. Property, Plant and Equ

Note 4. Property, Plant and Equipment	6 Months Ended
	Sep. 30, 2016
Notes
Note 4. Property, Plant and Equipment	4. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are summarized as follows: September 30, 2016 March 31, 2016 (Unaudited) Furniture, fixtures and equipment $ 1,095,990 $ 1,131,124 Leasehold improvements 591,360 629,536 Motor vehicles 350,014 361,967 Greenhouses 453,137 - Fruit orchards 9,848,364 - 12,338,865 2,122,627 Less: accumulated depreciation (494,422) (274,650) $ 11,844,443 $ 1,847,977 For the three and six months ended September 30, 2016 and 2015, depreciation expense was $124,362 and $38,312, $231,303 and $68,445, respectively.

Note 5. Leases

Note 5. Leases	6 Months Ended
	Sep. 30, 2016
Notes
Note 5. Leases	5. LEASES The Company leases its offices, warehouse and stores under operating leases expiring in various years through 2023. During the three months ended September 30, 2016, the Company leased ten parcels of farmland, totaling 132,000 square meters, to plant vegetables for a one year period. The annual lease was $21,774 and was fully paid during the three months ended September 30, 2016. During the three months ended September 30, 2016, the Company entered into 41 operating lease agreements with 41 independent local farmers to lease a total of 4,760,024 square meters of farmland to plant fruit trees for a ten year period. The leases required the Company to prepay rent in advance, ranging from two to four years. During the three months ended September 30, 2016, the Company made payments of $4,773,571, of which $4,536,128 is included in the prepaid expenses in the consolidated balance sheet as of September 30, 2016. The total future minimum lease payments as of September 30, 2016 are as follows: Year Ending March 31, Amount 2017 $ 123,888 2018 255,559 2019 253,822 2020 1,247,282 Thereafter 10,071,204 Total $ 11,951,755 Rent expense was $67,603, $59,303, $160,632 and $126,958, for the three and six months ended September 30, 2016 and 2015, respectively.

Note 6. Convertible Notes

Note 6. Convertible Notes	6 Months Ended
	Sep. 30, 2016
Notes
Note 6. Convertible Notes	6. CONVERTIBLE NOTES In May 2015, C&V International Company Limited, a wholly owned subsidiary of Winha International Group Limited, set up a wholly owned subsidiary, Australia Winha Commerce and Trade Limited (“Australian Winha”). On September 1, 2015, Australia Winha borrowed $542,570 (AUD$750,000) in the form of a twelve month convertible promissory note with interest at 6% per annum. The note was convertible into 750,000 shares of Australia Winha at $0.70401 per share (AUD$1.00) and was convertible at the option of the Company. On December 17, 2015, Australia Winha borrowed another $4,892,896 (AUD$6,750,000) in the form of a twelve month convertible promissory note with interest at 6% per annum. The note was convertible into 6,750,000 shares of Australia Winha at $0.71012 per share (AUD$1.00) and was convertible at the option of the Company. Australia Winha repaid the above notes on July 13, 2016. Interest expense was $37,548 and $16,685, for the three months ended September 31, 2016 and 2015, respectively, and $117,011 and $16,685 for the six months ended September 30, 2016 and 2015, respectively, and recorded under non-operating expenses.

Note 7. Related Party Transacti

Note 7. Related Party Transactions	6 Months Ended
	Sep. 30, 2016
Notes
Note 7. Related Party Transactions	7. RELATED PARTY TRANSACTIONS The Company obtained demand loans from the chairman of the board, which are non-interest bearing. The loans of $907,804 and $477,199 as of September 30, 2016 and March 31, 2016, respectively, are recorded as loan from stockholder in the consolidated balance sheets.

Note 8. Income Taxes

Note 8. Income Taxes	6 Months Ended
	Sep. 30, 2016
Notes
Note 8. Income Taxes	8. INCOME TAXES The Company is required to file income tax returns in both the United States and the PRC. Its operations in the United States have been insignificant and no income taxes have been accrued. The provision for income taxes consisted of the following for three and six months ended September 30: Three Months Ended September 30, 2016 2015 (Unaudited) (Unaudited) Current $ 1,430,329 $ 1,261,690 Deferred (13,477) - $ 1,416,852 $ 1,261,690 Six Months Ended September 30, 2016 2015 (Unaudited) (Unaudited) Current $ 2,974,547 $ 1,817,227 Deferred (26,552) - $ 2,947,995 $ 1,817,227 The following table reconciles the effective income tax rates with the statutory rates: For the three months ended September 30, For the six months ended September 30, 2016 2015 2016 2015 Statutory rate - PRC 25.0% 25.0% 25.0% 25.0% Change in valuation allowance 4.3% 0.4% 1.2% 0.5% Other 0.5% (0.9%) 0.2% (0.3%) Effective income tax rate 29.8% 24.5% 26.4% 25.2% Deferred tax assets and liabilities are recognized for expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. The laws of China permit the carry-forward of net operating losses for a period of five years. U.S. federal net operating losses can generally be carried forward twenty years. Deferred tax assets are comprised of the following: September 30, 2016 March 31, 2016 (Unaudited) Net operating loss carryforwards $ 6,492,763 $ 6,333,864 Inventory intercompany profit 6,541 2,596 Less: valuation allowance (6,492,763) (6,303,650) Net deferred tax asset $ 6,541 $ 32,810 At September 30, 2016 and March 31, 2016, the Company had unused operating loss carry-forwards of approximately $16,770,502 and $16,214,870 respectively, expiring in various years through 2019. The Company has established a valuation allowance of $6,492,763 and $6,303,650 against the deferred tax asset related to net operating loss carry-forwards at September 30, 2016 and March 31, 2016, respectively, due to the uncertainty of realizing the benefit. The carryforwards are principally in the United States. The Company’s tax filings are subject to examination by the tax authorities. The tax years for 2015, 2014 and 2013 remain open to examination by the tax authorities in the PRC. The Company’s U.S. tax returns for the years ended March 31, 2016, 2015, 2014 and 2013 are subject to examination by the tax authorities.

Note 9. Concentration of Credit

Note 9. Concentration of Credit Risk	6 Months Ended
	Sep. 30, 2016
Notes
Note 9. Concentration of Credit Risk	9. CONCENTRATION OF CREDIT RISK Substantially all of the Company’s bank accounts are located in The People’s Republic of China and are not covered by protection similar to that provided by the FDIC on funds held in United States banks.

Note 10. Condensed Financial In

Note 10. Condensed Financial Information of Parent Company Only Disclosure	6 Months Ended
	Sep. 30, 2016
Notes
Note 10. Condensed Financial Information of Parent Company Only Disclosure	10. Parent company only condensed financial information The following is the condensed financial information of Winha International Group Limited only, the US parent, balance sheet as of March 31, 2016 and the related statements of operations and cash flows for the twelve months ended March 31, 2016: Condensed Balance Sheet ASSETS March 31, 2016 Investment in subsidiaries $ 11,050,554 TOTAL ASSETS $ 11,050,554 LIABILITIES AND stockholders ’ EQUITY March 31, 2016 Accrued Expenses $ 45,000 Stockholder loans 158,351 Total Liabilities $ 203,351 Stockholders’ equity Common stock, $0.0001 par value; 200,000,000 shares authorized; 49,989,500 shares issued and outstanding as of March 31, 2016 49,990 Additional paid-in capital 21,626,775 Statutory reserve 497,443 Accumulated (deficit) (11,096,421) Other comprehensive (loss) (230,584) Total stockholders’ equity 10,847,203 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 11,050,554 Condensed Statement of Operations Year Ended March 31, 2016 Revenues Share of earnings from investment in subsidiaries $ 7,761,602 Operating expenses Stock compensation (15,865,042) General and administrative (161,732) Net (loss) $ (8,265,172) Condensed Statement of Cash Flows Year Ended March 31, 2016 Cash flows from operating activities Net (loss) $ (8,265,172) Adjustments to reconcile net income to net cash provided by (used in) operating activities Share of earnings from investment in subsidiaries (7,761,602) Stock compensation 15,865,042 Increase in accrued expenses and other payables 161,732 Net cash provided by (used in) operating activities - Net change in cash - Cash, beginning of period - Cash, end of period $ - Noncash financing activities: Payment of accrued expenses and other payables by shareholder $ 161,732 Basis of Presentation The Company records its investment in its subsidiaries under the equity method of accounting. Such investments are presented as “Investment in subsidiaries” on the condensed balance sheet and the subsidiaries' profits are presented as “Share of earnings from investment in subsidiaries” in the condensed statement of operations. Certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. The parent only financial information has been derived from the Company’s consolidated financial statements and should be read in conjunction with the Company’s consolidated financial statements. There were no cash transactions in the US parent company during the three and six months ended September 30, 2016. Restricted Net Assets Under PRC laws and regulations, the Company’s PRC subsidiaries are restricted in their ability to transfer certain of their net assets to the Company in the form of dividend payments, loans or advances. The restricted net assets of the Company’s PRC subsidiaries amounted to approximately $26,396,888 as of March 31, 2016. The Company’s operations and revenues are conducted and generated in the PRC, and all of the Company’s revenues being earned and currency received are denominated in RMB. RMB is subject to the foreign exchange control regulations in China, and, as a result, the Company may be unable to distribute any dividends outside of China due to PRC foreign exchange control regulations that restrict the Company’s ability to convert RMB into US Dollars.

Note 11. Subsequent Event

Note 11. Subsequent Event	6 Months Ended
	Sep. 30, 2016
Notes
Note 11. Subsequent Event	11. Subsequent event The Company’s 60% owned subsidiary, Australian Winha, entered into a series of contractual agreements (the “Acquisition Agreements”) dated November 7, 2016 among Australian Winha, Flavours Fruit & Veg Pty Ltd (“Flavours”), an Australia company, World of Flavours Pty Ltd (“World”) and Select Providor Pty Ltd (“Select”) (collectively “Flavours Shareholders”), to acquire the shares of Flavours. The Acquisition Agreements include (i) a Share Sale Agreement, (ii) a Share Subscription Agreement, (iii) a Subscription Agreement for Convertible Notes, and (iv), a Call Option Agreement, Share Sale Agreement: Share Subscription Agreement: Subscription Agreement for Convertible Notes: Call Option Agreement:

Note 4. Property, Plant and E17

Note 4. Property, Plant and Equipment: Schedule of Fixed Assets (Tables)	6 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Fixed Assets	September 30, 2016 March 31, 2016 (Unaudited) Furniture, fixtures and equipment $ 1,095,990 $ 1,131,124 Leasehold improvements 591,360 629,536 Motor vehicles 350,014 361,967 Greenhouses 453,137 - Fruit orchards 9,848,364 - 12,338,865 2,122,627 Less: accumulated depreciation (494,422) (274,650) $ 11,844,443 $ 1,847,977

Note 5. Leases_ Schedule of Fut

Note 5. Leases: Schedule of Future Minimum Rental Payments for Operating Leases (Tables)	6 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Future Minimum Rental Payments for Operating Leases	Year Ending March 31, Amount 2017 $ 123,888 2018 255,559 2019 253,822 2020 1,247,282 Thereafter 10,071,204 Total $ 11,951,755

Note 8. Income Taxes_ Schedule

Note 8. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables)	6 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Components of Income Tax Expense (Benefit)	Three Months Ended September 30, 2016 2015 (Unaudited) (Unaudited) Current $ 1,430,329 $ 1,261,690 Deferred (13,477) - $ 1,416,852 $ 1,261,690 Six Months Ended September 30, 2016 2015 (Unaudited) (Unaudited) Current $ 2,974,547 $ 1,817,227 Deferred (26,552) - $ 2,947,995 $ 1,817,227

Note 8. Income Taxes_ Schedul20

Note 8. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)	6 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Effective Income Tax Rate Reconciliation	For the three months ended September 30, For the six months ended September 30, 2016 2015 2016 2015 Statutory rate - PRC 25.0% 25.0% 25.0% 25.0% Change in valuation allowance 4.3% 0.4% 1.2% 0.5% Other 0.5% (0.9%) 0.2% (0.3%) Effective income tax rate 29.8% 24.5% 26.4% 25.2%

Note 8. Income Taxes_ Schedul21

Note 8. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)	6 Months Ended
	Sep. 30, 2016
Tables/Schedules
Schedule of Deferred Tax Assets and Liabilities	Deferred tax assets are comprised of the following: September 30, 2016 March 31, 2016 (Unaudited) Net operating loss carryforwards $ 6,492,763 $ 6,333,864 Inventory intercompany profit 6,541 2,596 Less: valuation allowance (6,492,763) (6,303,650) Net deferred tax asset $ 6,541 $ 32,810

Note 10. Condensed Financial 22

Note 10. Condensed Financial Information of Parent Company Only Disclosure: Condensed Financial Statements (Tables)	6 Months Ended
	Sep. 30, 2016
Tables/Schedules
Condensed Financial Statements	Condensed Balance Sheet ASSETS March 31, 2016 Investment in subsidiaries $ 11,050,554 TOTAL ASSETS $ 11,050,554 LIABILITIES AND stockholders ’ EQUITY March 31, 2016 Accrued Expenses $ 45,000 Stockholder loans 158,351 Total Liabilities $ 203,351 Stockholders’ equity Common stock, $0.0001 par value; 200,000,000 shares authorized; 49,989,500 shares issued and outstanding as of March 31, 2016 49,990 Additional paid-in capital 21,626,775 Statutory reserve 497,443 Accumulated (deficit) (11,096,421) Other comprehensive (loss) (230,584) Total stockholders’ equity 10,847,203 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 11,050,554 Condensed Statement of Operations Year Ended March 31, 2016 Revenues Share of earnings from investment in subsidiaries $ 7,761,602 Operating expenses Stock compensation (15,865,042) General and administrative (161,732) Net (loss) $ (8,265,172) Condensed Statement of Cash Flows Year Ended March 31, 2016 Cash flows from operating activities Net (loss) $ (8,265,172) Adjustments to reconcile net income to net cash provided by (used in) operating activities Share of earnings from investment in subsidiaries (7,761,602) Stock compensation 15,865,042 Increase in accrued expenses and other payables 161,732 Net cash provided by (used in) operating activities - Net change in cash - Cash, beginning of period - Cash, end of period $ - Noncash financing activities: Payment of accrued expenses and other payables by shareholder $ 161,732

Note 1. Organization (Details)

Note 1. Organization (Details) - USD ($)	6 Months Ended	12 Months Ended
	Sep. 30, 2016	Mar. 31, 2016
Entity Incorporation, State Country Name	Nevada
Entity Incorporation, Date of Incorporation	Apr. 15, 2013
Shareholder
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures		$ 21,882,816

Note 4. Property, Plant and E24

Note 4. Property, Plant and Equipment: Schedule of Fixed Assets (Details) - USD ($)	Sep. 30, 2016	Mar. 31, 2016
Property, Plant and Equipment, Gross	$ 12,338,865	$ 2,122,627
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(494,422)	(274,650)
Property, plant and equipment, net	11,844,443	1,847,977
Furniture and Fixtures
Property, Plant and Equipment, Gross	1,095,990	1,131,124
Leasehold Improvements
Property, Plant and Equipment, Gross	591,360	629,536
Vehicles
Property, Plant and Equipment, Gross	350,014	$ 361,967
Greenhouses
Property, Plant and Equipment, Gross	453,137
Fruit Orchards
Property, Plant and Equipment, Gross	$ 9,848,364

Note 4. Property, Plant and E25

Note 4. Property, Plant and Equipment (Details) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Details
Depreciation	$ 124,362	$ 38,312	$ 231,303	$ 68,445

Note 5. Leases (Details)

Note 5. Leases (Details) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2016
(Increase) decrease in prepaid expenses			$ (5,525,358)	$ 71,420
Prepaid expenses	$ 2,705,771		2,705,771		$ 174,010
Operating Leases, Rent Expense, Net	67,603	$ 59,303	160,632	$ 126,958
Greenhouses
(Increase) decrease in prepaid expenses	21,774
Fruit Orchards
(Increase) decrease in prepaid expenses	4,773,571
Prepaid expenses	$ 4,536,128		$ 4,536,128

Note 5. Leases_ Schedule of F27

Note 5. Leases: Schedule of Future Minimum Rental Payments for Operating Leases (Details)	Sep. 30, 2016USD ($)
Details
2,017	$ 123,888
2,018	255,559
2,019	253,822
2,020	1,247,282
Thereafter	10,071,204
Operating Leases, Future Minimum Payments Due	$ 11,951,755

Note 6. Convertible Notes (Deta

Note 6. Convertible Notes (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2016
Proceeds from redeemable convertible notes				$ 564,200
Other non-operating (expenses)	$ (456,365)	$ (328)	$ (456,365)
Convertible Note, September 1, 2015
Proceeds from redeemable convertible notes					$ 542,570
Convertible Preferred Stock, Shares Reserved for Future Issuance					750,000
Convertible Note, December 17, 2015
Proceeds from redeemable convertible notes					$ 4,892,896
Convertible Preferred Stock, Shares Reserved for Future Issuance					6,750,000
Convertible Notes
Other non-operating (expenses)	$ 37,548	$ 16,685	$ 117,011	$ 16,685

Note 7. Related Party Transac29

Note 7. Related Party Transactions (Details) - USD ($)	Sep. 30, 2016	Mar. 31, 2016
Details
Loans and Leases Receivable, Related Parties	$ 907,804	$ 477,199

Note 8. Income Taxes_ Schedul30

Note 8. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Details
Current Income Tax Expense (Benefit)	$ 1,430,329	$ 1,261,690	$ 2,974,547	$ 1,817,227
Deferred Income Tax Expense (Benefit)	(13,477)		(26,552)
Provision for income taxes	$ 1,416,852	$ 1,261,690	$ 2,947,995	$ 1,817,227

Note 8. Income Taxes_ Schedul31

Note 8. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details)	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	29.80%	24.50%	26.40%	25.20%
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent	4.30%	0.40%	1.20%	0.50%
Effective Income Tax Rate Reconciliation, Deduction, Other, Percent	0.50%	(0.90%)	0.20%	(0.30%)
CHINA
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	25.00%	25.00%	25.00%	25.00%

Note 8. Income Taxes_ Schedul32

Note 8. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Sep. 30, 2016	Mar. 31, 2016
Details
Net operating loss carryforwards	$ 6,492,763	$ 6,333,864
Inventory intercompany profit	6,541	2,596
Valuation allowance	(6,492,763)	(6,303,650)
Deferred tax assets	$ 6,541	$ 32,810

Note 8. Income Taxes (Details)

Note 8. Income Taxes (Details) - USD ($)	Sep. 30, 2016	Mar. 31, 2016
Details
Operating loss carryforwards	$ 16,770,502	$ 16,214,870
Operating Loss Carryforwards, Valuation Allowance	$ 6,492,763	$ 6,303,650

Note 10. Condensed Financial 34

Note 10. Condensed Financial Information of Parent Company Only Disclosure (Details)	Mar. 31, 2016USD ($)
Details
Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries	$ 26,396,888

Uncategorized Items - winh-2016

Label	Element	Value
Statutory Reserve Fund
Appropriation of statutory reserve	fil_AppropriationOfStatutoryReserve	$ 547,381