AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March __, 2006

                          Registration No. 333-________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                   SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.
                 (Name of small business issuer in its charter)

            Nevada                                      56-2416925
------------------------------------------      ----------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                             6 Youpeng Road, Qufu,
                             Shandong, China 273100
                    Issuer's telephone number (86)537-4424999

          (Address and Telephone Number of Principal Executive Offices)

                          2006 Equity Compensation Plan
                            (Full Title of the Plan)

                        Copies of all communications to:

                            Laiwang Zhang, President
                             6 Youpeng Road, Qufu,
                             Shandong, China 273100
                         Telephone No.: (86)537-4424999








<PAGE>


                         CALCULATION OF REGISTRATION FEE

                                        Proposed      Proposed
                                         maximum       maximum
                                        offering      aggregate     Amount of
Title of securities       Amount to be  price per     offering     registration
 to be registered         registered     share          price           fee
-------------------------------------------------------------------------------

Common Stock, $.001
par value per share (1)    6,200,000      $1.35         $8,370,000     $896.00

(1) This calculate is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act of 1933, as amended, based upon the average of the closing bid and asked
prices of the securities on the Over-the-Counter Bulletin Board on March 23,
2006. Pursuant to Rule 416, there are also being registered such additional
number of shares of common stock as may be issuable as a result of the
anti-dilution provisions of the options.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


This registration statement relates to separate prospectuses.

Items 1 and 2 of this Part I, and the documents incorporated herein by reference
pursuant to Item 3 of Part II of this Form S-8, constitute the first prospectus
relating to issuances to our employees, directors, consultants and others of up
to 6,200,000 shares of common stock pursuant to our 2006 Equity Compensation
Plan (the "Plan"). Pursuant to the requirements of Form S-8 and Rule 428, we
will deliver or cause to be delivered to Plan participants any required
information as specified by Rule 428(b)(1). The second prospectus, referred to
as the reoffer prospectus, relates to the reoffer or resale of any shares that
are deemed to be control securities or restricted securities under the
Securities Act of 1933, as amended.


                                   PROSPECTUS

Item 1. Plan Information

We established the Plan effective February 7, 2006 covering 6,200,000 shares of
our common stock, to provide us with flexibility and to conserve our cash
resources in compensating certain of our technical, administrative and
professional employees and consultants. The issuance of shares under the Plan is
restricted to persons and firms who are closely related to us and who provide
services in connection with the development and production of our products and
services or otherwise in connection with our business. The Plan authorizes us
currently to issue up to 6,200,000 shares of our common stock. Securities must
be issued only for bona fide services. Shares are awarded under the Plan
pursuant to individually negotiated compensation contracts or as determined
and/or approved by the Board of Directors or compensation committee. The
eligible participants include directors, officers, employees and non-employee
consultants and advisors. There is no limit as to the number of securities that
may be awarded under the Plan to a single participant. We anticipate that a
substantial portion of the securities to be issued under the Plan will be issued
as compensation to our employees, directors, technical consultants and advisors
who provide services in the development and promoting of our various products
and services and assisting the Company in developing our internal
infrastructure, our strategic planning, and our acquisition and strategic
alliance program.


The Plan does not require restrictions on the transferability of securities
issued thereunder. However, such shares may be restricted as a condition to
their issuance where the Board of Directors deems such restrictions appropriate.
The Plan is not subject to the Employee Retirement Income Securities Act of 1974
("ERISA"). Restricted shares awarded under the Plan are intended to be fully
taxable to the recipient as earned income. Item 2. Company Information and
Employee Plan Annual Information

We will provide without charge, upon written or oral request, the documents
incorporated by reference in Item 3 of Part II of this Registration Statement.
These documents are incorporated by reference in the Section 10(a) prospectus.
We will also provide without charge, upon written or oral request, all other
documents required to be delivered to recipients pursuant to Rule 428(b). Any
and all such requests shall be directed to the Company at is principal office at
6 Youpeng Road, Qufu, Shandong, China 273100, telephone number: (86)537-4424999


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


No person has been authorized by us to give any information or to make any
representation other than as contained in this prospectus and, if given or made,
such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of common stock issuable under the terms of the Plan shall, under
any circumstances, create any implication that there has been no change in our
affairs since the date hereof.


Our principal offices are located at 6 Youpeng Road, Qufu, Shandong, China
273100, telephone number: (86)537-4424999


THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.


<PAGE>


                               REOFFER PROSPECTUS


                   SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.
                        6,200,000 Shares of Common Stock
                                ($.001 par value)


         This prospectus forms a part of a registration statement, which
registers an aggregate of 6,200,000 shares of common stock issued or issuable
from time-to-time under the SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. 2006
Equity Compensation Plan.

         SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. is referred to in this
prospectus as "Sunwin", "we", "us" or "our". The 6,200,000 shares covered by
this prospectus are referred to as the "Shares". Persons who are issued Shares
are sometimes referred to as the "selling security holders."

         This prospectus also covers the resale of Shares by persons who are our
"affiliates" within the meaning of federal securities laws. Affiliated selling
security holders may sell all or a portion of the Shares from time to time in
the over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and at market prices prevailing at the time of such sales
or at negotiated prices, but which may not exceed 1% of our outstanding common
stock.
         We will not receive any proceeds from sales of Shares by selling
security holders.

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.

<page>


                 The date of this prospectus is March __, 2006.


                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 100 F Street, N.E.,
Washington, D.C. 20549. The Commission also maintains a website on the Internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
     The following documents filed by us with the Commission are incorporated
herein by reference and made a part hereof:

        - Annual Report on Form 10-KSB/A filed on November 7, 2005
        - Quarterly Report on Form 10-QSB filed on December 14, 2005
        - Quarterly Report on Form 10-QSB filed on March 16, 2006

     In addition, all reports and documents filed by us pursuant to Section 13,
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.


     We hereby undertake to provide without charge to each person, including any
beneficial owner, to whom a copy of the prospectus has been delivered, on the
written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, 6 Youpeng Road, Qufu,
Shandong, China 273100. Telephone number: (86)537-4424999

<page>

                                   THE COMPANY


         This prospectus contains forward-looking statements that involve risks
and uncertainties. Our actual results may differ materially from the results
discussed in the forward-looking statements. You are urged to read this
prospectus carefully and in its entirety.


            References in this prospectus to "Sunwin", "we", "us" and "our" are
to Sunwin International Neutraceuticals, Inc. a Nevada corporation, our
wholly-owned subsidiary, Sunwin Tech Group, Inc., a Florida corporation, Sunwin
Tech's wholly-owned subsidiary Qufu Natural Green Engineering Company, Limited
("Qufu") and three wholly owned subsidiaries of Qufu; Shengya Veterinary
Medicine Co., Ltd (formerly known as Shandong Qufu Veterinary Medicine Plant),
Shengyuan Herb Extraction Co., Ltd., and Qufu Chinese Medicine Factory. The
information which appears on our web site at www.sunwin.biz is not part of this
prospectus.


Overview

         We sell stevioside, a natural sweetener, veterinary products and herbs
used in traditional Chinese medicine in the People's Republic of China. All of
our operations are located in the PRC. As an industry leader in agricultural
processing, we have built an integrated firm with the sourcing and production
capabilities to meet the needs of our customers. The Sunwin family works closely
with consumers to provide a quality, value, and a hybrid mix of agricultural
products and services that meet growing demand.

         Our operations are organized into three main product groups:

           o     Stevioside - a natural sweetener,
           o     Veterinary medicines; and
           o     Traditional Chinese medicine formula extracts

         Stevioside - a natural sweetener

         We manufacture and sell stevioside, a 100% natural sweetener which is
extracted from the leaves of the Stevia rebaudiana plant, a green herb plant of
the Aster/Chrysanthemum family. We also purchase and resell finished stevioside
product from third party manufacturers. For the fiscal year ended April 30, 2005
and the third quarter ended January 31, 2006 revenues from this product group
represented approximately 46% and 40%, respectively, of our total net revenues.

         We are one of the leading manufacturers of stevioside in the PRC. We
have been engaged in the continuous production of stevioside since 1998. Our
present capacity is approximately 300 tons annually. According to the 2004 China
Stevioside Sugar Association report, 300 tons annually will account for
approximately one sixth of the total capacity of the top 10 stevioside
manufacturers in the PRC.

         We are a perennial member of China Stevioside Sugar Association, which
was established in November 1988. The association seeks to contribute its
efforts, and the strength of its members to harmonize the relationships among
other participants of this industry, to promote the technology innovation, to
supervise the quality control, to set self-discipline market prices, to assist
the association to set long-term goals, industrial policy and technical
standard, and to collect information on the domestic and foreign stevioside
industry and supply the information to its members.

<page>

         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. In
1931 French chemists extracted the compounds which give stevia its sweet taste.
According to a testing report issued by one of our customers in Japan, these
extracts, called steviosides, were found to be 250 to 300 times sweeter than
sucrose (ordinary table sugar). Stevioside, the major sweetener present in the
leaf and stem tissue of the stevia rebaudiana plant, was first seriously
considered as a sugar substitute in the early 1970's by a Japanese consortium
formed for the purpose of commercializing stevioside and stevia extracts.

         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 wide planting of stevia started in the
mid-1980's. There are two major species of stevia grown in China; one is
cultured by Chinese researchers and the other was introduced from Japan.
According to the China Stevioside Sugar Association, China has grown into the
world's largest exporting country of stevioside, with a volume exceeding 80% of
the overall amount of stevioside used in the world. Most stevioside is exported
by Chinese manufacturers, primarily to Japan and South Korea. Japan consumes
more stevia than any other country and it is estimated that stevia accounts for
40% of the sweetener market in Japan according to the China Stevioside Sugar
Association.

         We believe that the worldwide demand for healthy sugar is rising, and
we estimate that the demand for stevioside in recent years is increasing at a
rate of 15% to 20% every year. According to the China Stevioside Sugar
Association, in 2002, worldwide demand for stevioside exceeded 1,200 tons and
China supplied more than 1,000 tons, accounting for 80% of worldwide consumption
of stevioside. According to various independent sources including the World
Health Organization and www.stevia.com , in 2005, worldwide consumption for
stevioside was approximately 1,300 tons. In 2003, as a result of the overall
economic decline within China due mainly to the SARS outbreak, our production
and sales of stevioside decreased to 176 tons, and in fiscal year ended April
30, 2004, our stevioside production decreased again to 150 tons, which according
to the China Stevioside Sugar Association, still accounted for approximately
8.3% of the global production. The decrease in fiscal 2004 was due to slowdown
in production caused by improvements to our manufacturing facilities . In fiscal
year ended April 30, 2005, our stevioside production was 88 tons, and for the
nine months ended January 31, 2006, our stevioside production was 75 tons due to
our stoppage of manufacturing while we moved and expanded our stevioside
manufacturing facilities.

<page>

         The use of stevioside

         Generally, no large scale mechanized production has been established
and stevia sweeteners are not yet found in mainstream food products in most
countries of the world. Progress towards large scale commercialization has been
slow, largely due to difficulties in producing the crop, the poor quality of
stevia extracts and the absence of regulatory approvals essential for stevia
sweeteners in the North American and European markets.

         While 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 (GB2760), the number of countries in the world which permit the use of
stevioside as a food additive is limited. At present Japan, Korea, China,
Taiwan, Indonesia, Israel, German Brazil and Paraguay permit the use of
stevioside as a sweetener and food additive. In these countries stevioside may
be used in a wide variety of products including soft drinks, Japanese-style
processed vegetable products, tabletop sweeteners, confectioneries, fruit
products and processed seafood products. The countries, however, which do not
permit the use of stevioside as a food additive, include most Western nations.

         While stevioside may be used as a dietary supplement in the U.S. since
the mid-1980's the United States Food and Drug Administration (FDA) has labeled
stevia as an "unsafe food additive." The FDA's position is that available
toxicological information on stevia is inadequate to demonstrate its safety as a
food additive or to affirm its status as generally recognized as safe. When sold
as a dietary supplement, dietary ingredients, including stevia, are not subject
to the food additive regulations of the FDA.

         Canada and Australia also permit the use of stevioside as a dietary
supplement but not as a food additive. In 1999, the Canadian Food Inspection
Agency, the equivalent of the FDA, issued a notice of detention to companies in
Canada who attempt to move, sell or dispose of stevia products. Stevia is also
not approved for use in the European Union, Singapore or Hong Kong.

         The Joint FAO/WHO Expert Committee on Food Additives is an
international scientific committee that is administered by the Food and
Agriculture Organization of the United Nations (FAO) and the World Health
Organization (WHO). Since 1956 the committee has evaluated the use of food
additives as well as other food hazards and is recognized as an international
authority in the risk assessment of food hazards. In 1998 the committee
conducted an evaluation of the safety of stevioside. As a result of
incompleteness in search findings, the committee has not yet reached a
conclusion as to the safety of stevioside as a food additive. In addition, the
committee could not allocate an acceptable daily intake to stevioside because of
the shortcomings of the research findings. The committee recommended that new
studies should be performed before re-reviewing the toxicity of stevioside and
asked that additional information regarding the pharmacological effects of
stevioside on humans be provided by 2007.

         In 1999, the Scientific Committee on Food of the European Commission
(now the European Union), citing both the findings of the Joint FAO/WHO Expert
Committee on Food Additives and its own conclusions that additional studies on
the safety of stevioside are needed, issued its opinion that stevioside is not
acceptable as a sweetener on the then presently available data. Countries in
both Central America and South America generally adhere to the European Union's
guidelines, as do the countries of the European Union.

         In response to the request by the European Commission for more research
on the safety of stevioside, in 2003, Professors Jan Geuns of the Laboratory for
Functional Biology and Johan Buyse of the Laboratory of Physiology and
Immunology of Domestic Animals of the Katholieke Universiteit Leuven in Belgium
set up the European Stevia Research Centre at K.U. Leuven in order to coordinate

<page>

research on stevia and stevioside. One of the centre's goals is to develop a
European quality label for stevioside which would hopefully lead to the eventual
lifting of the European ban on stevioside. The European Stevia Research Centre
held the first international symposium on the safety of stevioside in April
2004. Foreign specialists and K.U. Leuven scientists were invited to give an
overview of the recent stevioside research. The proceeding of the symposium
reached the general conclusion that the use of stevioside as a sweetener is
safe. It is presently unknown, however, if or when the European Union will alter
its initial findings and determine that the use of stevioside as a food additive
is safe for humans.

         Our customers

         We sell stevioside on a wholesale basis to customers primarily located
in China and Japan. Our target markets for customers of our stevioside product
are domestic food manufacturers and larger foreign trade companies which export
the products from the PRC to Japan, Korea and Southeast Asia. Our major
customers include China Minemetals Corporation, Shanghai Sanming Food Co., Ltd.,
Shandong Pharmaceutical & Healthcare Co., Ltd., Shanghai Folo Trade Co., Ltd.
Hangzhou Tian-Mu-Shan Pharmaceutical Enterprises Co. Ltd. and Nanjing FenQin
Bio-Chemical Co. Ltd. For the fiscal year ended April 30, 2005 and third quarter
ended January 31, 2006 revenues from two of our stevioside manufacturer
customers represented approximately 15% and approximately 13% of our total net
revenues from this product group. We do not have contracts with our customers
and sales are made under a purchase order arrangement with payment in full on
the order due prior to shipment. We will provide certain discounts to customers
if a customer pays us three months in advance. The discount ranges from 2% to
3%. In the fiscal year of 2005, such discounts that Sunwin gave were minimal.

         Raw materials

         In China, Shandong Province where our operations are located is the
main stevioside planting and production base. To ensure the supply of raw
material, we acquire raw materials through a combination of exclusive planting
contracts with local farmers and purchases at market or from local farmers.
Approximately 30% of our supply of stevia comes from growing contracts with
several large plantations in China covering approximately 277 acres used to grow
stevioside rebaudiana. Under the terms of these contracts we generally pay the
farmer 30% of the contract price at the time the seed is planted, generally in
March of each year, and the remaining 70% upon delivery of the leaves. We pay
for leaves purchased at market or from local farmers at the time of purchase. In
order to improve quality of the stevia and management to avoid degeneration, our
company has set up a fine breed base so that we can enhance the control and
correspond the prices of stevia raw material, seed and stevioside production.

         Based upon our historical experience, the average price of dry leaves
of stevia generally ranged from RMB 5,500 to RMB 6,000 per ton, or approximately
$695 per ton, and the price of stevioside was approximately RMB 200,000 per ton,
or approximately $24,160 per ton. In the later half of 2003, the raw material
market in China was adversely affected by weather conditions. The South China
planting bases were adversely affected as a result of a drought in the Jiangxi
Province and excessive rains in the Henan, Jiangsu and Anhui Provinces. Certain
agriculture policies enacted in North China had the effect of limiting the
farmer's initiative to plant crops, including stevia. As a result, since

<page>


September 2003, declining supply of raw materials has resulted in a steady
increase in the market price of dry leaves and finished product. The cost of
stevioside went up, followed by the rising prices. Currently the price of stevia
leaves is approximately RMB 15,000 per ton, or approximately $1,812 per ton, and
the price of stevioside ranges from approximately RMB 270,000 to approximately
RMB 280,000 per ton, or approximately $33,220 per ton. As a result of the
planting contracts we have entered into with local farmers and our inventory of
dry leaves at the time of the price increases, we have been able to ensure our
supply of stevia leaves at reasonable prices.

         Stevioside products are graded by the quality and the prices vary from
different grades. Each grade has a national reference price which is fixed upon
the national average cost of goods sold for a certain period. Taking into
account the slight difference of producing cost at the same grade due to the
different manufacturing environment, the selling price of stevioside products at
the same grade may float within a 3% to 5% range based on the reference price.
As a representative of the whole industry and a member of National Price
Corresponding Team, our company also participants in the setting of the national
united reference price of the stevia seeds, dry leaves and stevioside.

         Manufacturing, extraction and packaging; and resale distribution

         We use the traditional extraction technology of a natural "aqueous
extraction" process which involves the use of purified water extraction and air
dehydration to produce our stevioside. This all natural method results in a pure
white stevia crystal, with no brownish coloring. We set our production schedules
based on the market demand and our capability. In 2001, we increased our annual
productivity of stevioside from 100 tons to 200 tons by utilizing an advanced
technology alteration that improves the purity and production of the stevioside.
We also have acquired new technology which enhances the extraction process
enabling us to increase the purity of our stevioside which results in a more
flavorful product. We are cooperating with the China Agriculture Institute and
other national research facilities to increase the output of stevioside by
improving the manufacturing protocol and developing new products.

         The extraction process for stevioside generally takes seven days. The
plant leaves are first dried and then undergo a quality control inspection to
ensure only good quality leaves are used in the extraction process. We then use
a combined process involving a solid/liquid extraction step, followed by a
liquid/liquid-purifying step that is traditionally used to extract the
steviosides from stevia. Once the extraction process has been completed, the
final product is ready for packaging and shipment to our customers. We bulk
package our stevioside in 10 kilo packages, two per box.

         We generally maintain an inventory of stevia leaves equal to
approximately one year of finished product as well as an inventory as we need
approximately 200 tons of stevia leaves to maintain a regular production
schedule. We generally maintain an inventory of finished product equal to
approximately one month's average sales.

         We also purchase and resell finished stevioside product from third
party manufacturers. For fiscal year ended April 30, 2005 and for the nine
months ended January 31, 2006 we manufactured approximately 88 tons and 75 tons,
respectively, and purchased and resold approximately 96 tons and 92 tons,
respectively, from third party manufacturers. For fiscal year ended April 30,
2004 we manufactured approximately 150 tons and purchased approximately 84 tons
from third party manufacturers.

<page>

         We purchase the stevioside finished product directly from other
manufacturers. We have four unaffiliated suppliers to obtain the lowest cost. We
do not have any contracts with these suppliers. We generally place orders for
stevioside products with our suppliers based upon our internal estimates of the
amounts we can manufacture and the remaining amount we will need to fill an
order of a customer. During the fiscal year ended April 30, 2005, approximately
52% of our total net revenues from this product group were generated from
reselling approximately 96 tons of stevioside purchase from third party
manufacturers, of which our four suppliers supplied us with approximately 11
tons, 16 tons, 30 tons and 38 tons, respectively.

         From June 2004 to September 2005 we were involved in upgrading,
expanding and moving our stevioside production to a different location which
resulted in our not being able to manufacture stevioside during such time. We
have begun manufacturing production. This manufacturing facility will provide us
an aggregate production capacity of 300 tons of stevioside per year. The main
facilities are comprised of extraction technology and spray towers for high
temperature drying. Until such time as the facility is fully operational, in the
event we receive orders for Stevioside in excess of our manufacturing capacity,
we intend to purchase from other manufacturers and resell these goods to our
customers to fill orders. During the first year of operations under the new
facility, we anticipate manufacturing no more than 200 tons of Stevia and
purchase and resell from other manufactures any amounts in excess thereof.

         Veterinary medicines

         We manufacture and sell a comprehensive group of veterinary medicines
including seven series of more than 200 products. For the fiscal year ended
April 30, 2005 and the third quarterended January 31, 2006 sales of this product
group represented approximately 28% and 30%, respectively, of our total net
revenues.

         According to the China Animal Health Association, we are one of the top
three companies in this product category in Shandong Province and one of the top
50 in the PRC. We are a leading advocator of preparing the animal medicine from
Chinese herbs, especially in antivirus and feed additives. We are concentrating
our efforts in this product category on developing and producing medicines which
are relevant to the needs of the animal stock industry in the PRC, and
developing special veterinary medicines made from pure Traditional Chinese
medicines or combining Traditional Chinese medicine with Western medicine. Our
products in this group include veterinary medicine (Traditional Chinese medicine
and Western medicine), feed additives, feeds and disinfectors. These products
are sold to 28 Provinces of China.

         We also manufacturer and sell animal feed additives. Historically,
antibiotics were added to animal feed in an effort to produce healthier animals.
However, scientists now believe that this practice can produce some unforeseen
and unwanted effects. Some studies indicate that the antibiotics and chemical
compound medicines that are contained in feeds will accumulate in the animal
body, and can possibly cause harm to human beings. Penicillin, streptomycin and
sulfanilamide medicines often emit allergic and abnormal reactions; aureomycin
can lead to allergic reactions; chloromycetin can arouse anti-regenerating
anemia, hemoblast reducing, and liver damnification; olaquindox can cause
abnormal gene development; and furazolidone can create cancerous cells in animal
organisms.

<page>


         Scientists also believe that incorporating antibiotics into animal
feeds could, over a long period of time, convert some bacteria into antibiotic
resistant bacteria. Under this assumption, these antibiotic resistant bacteria
then spread the antibiotic resistant genes to other sensitive bacteria,
generating the resistance to some medicines which then inhibit or prevent the
cure of certain diseases that originally could be prevented and cured by such
medicines.

         The use and/or abuse of antibiotics has affected countries around the
world. For example, in Belgium, France, Germany and Holland, dioxins polluted
the feeds and in turn caused damage to the livestock population. The outbreak of
bovine spongiform encephalopathy (BSE or Mad Cow disease) in Britain not only
decimated the British livestock markets but had a worldwide effect on beef
production. It was reasoned that a certain population of virus in these cows
might have developed a drug-resistant strain. In recent years, many countries
have regulated the use of antibiotics additives through legislation. In the
middle of the 1970's, the European Economic Council adopted regulations
prohibiting the use of penicillin and acheomycin as feed additives. In 1977,
U.S. Food and Drug Administration limited using bacteriophage as the feed
additive and regulated the zinc-bacitracin as the special feed additive for the
livestock and birds. Since olaquindox, furazolidone and chloromycetin were
forbidden as applications on edible animals in the European Community, the EU
began to forbid four antibiotics including zinc-bacitracin and tylosin to use in
feeds at the end of 1998.

         Animal feed additives based upon Traditional Chinese medicine are
increasingly being regarded as desirable as they lack the drawbacks of chemical
compounds, even though these Traditional Chinese medicines may not be as potent
as chemical compounds in terms of stimulating growth of livestock. Many
Traditional Chinese medicines have double functions of nourishment and
medicament, which not only accelerate the sucrose metabolism of the organism and
synthesis of the protein and enzyme, but also increase the efficiency of the
antibody and the growth of the sex gland. The health growth of the sex gland
would in turn enhance muscular system development. The Traditional Chinese
medicines have the effect of sterilizing and resisting the bacteria and
adjusting the organism immunity function. As a result of these benefits, many
countries are developing and researching the natural Traditional Chinese
medicine feed additives.

         Compared with antibiotics and chemical compounds feed additives, the
natural Traditional Chinese medicine feed additives have the following
advantages:

        o    non-diathesis  antibacterial  function  which  can not only
             sterilize  and resist bacteria, but also adjust organism immunity
             function;

        o    no or little harmful remains;

        o    pathogenic microbe can not generate the anti-medicine character
             easily; and

        o    the materials are abundant and can be used locally.

         We sell a plant polysaccharid and flavonoid extraction compound feed
additive that is all natural with no side effects and that can be substituted
for antibiotics and the chemical compounds which are added in animal feeds. We
believe our product provides a number of benefits, including resolving the
harmful remains problem of meat, eggs and milk that could be toxic to humans,
efficiently reducing the content of the fat and cholesterol, improving the taste
of livestock and birds and producing safe and healthy animal foods.

<page>

         Some of the features of our polysaccharid and flavonoid extraction
compound are:

        o    Substitute the antibiotics  and chemical  compounds which reduce
             the levels of medicines  which are present in the remains of the
             livestock  and birds products.

        o    Improves growth and improve the disease-resistance of the animal.

        o    Balance the micro-circumstance of the animal intestines which
             in turn prevents or aids in the resistance to diseases. The
             plant Oligosaccharide which is contained in our product can
             greatly promote the multiplication of the lactobacilli and
             bifidus and adjust the PH parameter in intestines. Large
             molecules biologic active substances such as plant alkaloid
             can restrain the growth of the pathogeny in intestines and
             prevent the occurrence of intestines deceases effectively.

        o    Increase anti-stimulation response ability. It can relax the
             anti-stimulation action caused by high temperature and high
             density in breeding and can stabilize the production
             capability.

        o    Reduce feeds cost. The product contains plant active
             substances such as flavonoid, multi-hydroxybenzene, which can
             restrain the growth of the mildew effectively, have an obvious
             function of food-luring. and largely increase the amount of
             food-taking. So it can reduce the dosage of the mildew-proof
             dose, acidification dose, anti-oxidizer, food-luring dose in
             the feeds.

         We also sell our brand of CIO2 food disinfector. ClO2, a chemical
employed in both industrial and commercial applications, was developed
successfully in 1985 by American Baihexing Company. It was regarded as a food
disinfector by the European Environmental Protection Unit and the U.S.
Environmental Protection Agency and was sanctioned as a food additive by the
U.S. Food and Drug Administration. Japan, Australia, and the European countries
followed and regarded it as the fourth generation of safe disinfector and food
additive that substituted the chlorine serial disinfectors. Due to its good
character, it was regarded as the A-grade safe additive by the World Health
Organization and was strongly promoted on a global scale.

         China began to expand the use of the ClO2 disinfector at the beginning
of the 1990s. In 1992, it was listed in health standard by the China National
Food Additive Standard Committee. On February 19, 2004, we attended the Bird Flu
convention conference organized by the Ministry of Agriculture in Beijing. The
Ministry of Agriculture sanctioned our new ClO2 disinfector as a Ministry
recommended product for Bird Flu prevention.

         Our Sunwin brand ClO2 disinfector is a steady ClO2 disinfector and can
be used directly without activation and dilution. The traditional ClO2
disinfector requires a stability dose to stabilize it after production and needs
to be activated and diluted before use. If it is not used in time after
activation, the effective substances will be depleted thoroughly in four to six

<page>


hours. Our product can restrain the chemical activity of the activated ClO2 and
can control the ClO2 to release the effective compounds slowly. The product has
a storage life of 18 months after dilution. At present, this steady ClO2
disinfector product has been used in a wide variety of disinfectant and
sterilization applications including waste and sewage disposal and sterilization
of food utensils.

 During fiscal year 2005 and the first two quarters of fiscal year 2006 we were
involved in reconstructing an additional veterinary production line into a new
facility. This new facility has been completed and we have moved all operations
related to the manufacture of animal medicine into the new facility. While we
are not currently manufacturing in the prior facility, we are continuing to
lease that facility in the event demand increases significantly. Presently we
have maintained production levels in the new facility consistent with the prior
facility. Furthermore the new facility will allow us to increase production
capacity. Both facilities meet the good manufacturing practice ("GMP") standards
established by the Chinese government for the production of veterinary medicine
products.

         Our customers

         We sell our veterinary medicine products on a wholesale and retail to
livestock and poultry farmers, retail veterinary product outlets and large scale
cultivating businesses. Our principal customers include Chengde Chengxing Animal
Hospital, Ha'erbin Donghui Veterinary Products Store, Xiantan Golddragon
Veterinary Co. Ltd., Gao'an Aquatic Bureau, Shandong Veterinary Supervision
Office and Hebei Veterinary Station. No customer accounts for more than 10% of
our net revenues in this product category. We do not have contracts with our
customers and sales are made under a purchase order arrangement. General payment
terms for our veterinary medicine products range from prepaid prior to shipment
to net 60. We will provide certain discounts to customers if a customer pays us
three months in advance. The discount ranges from 2% to 3%. In the fiscal year
of 2005 and first quarter ended January 31, 2006, such discounts that Sunwin
gave were minimal

         Raw Materials

         We purchase the raw materials for medicines and feed additives produced
by us on the open market from a number of suppliers to ensure best price and
high quality ingredients. For products which are based on traditional Chinese
medicines, we use extract formulas produced by our traditional Chinese medicine
formula extract group described below. We have not experienced any difficulty in
obtaining the necessary raw materials for our veterinary medicine products.

         Traditional Chinese medicine formula extracts

         Our third product group is the manufacturing and sale of traditional
Chinese medicine formula extracts. These extracts are used in products made for
use by both humans and animals. For fiscal year ended April 30, 2005 and the
third quarter ended January 31, 2006 this product group represented
approximately 26% and 30%, respectively, of our total net revenues.

<page>

         Traditional Chinese medicine is based on a "five element theory" and
those elements are wood, earth, metal, fire, and water. Our bodies have two
energy channels (meridians) representing organ systems in each of those five
elements of nature. Optimally, these all work in balance and in synchronized
harmony. In the process of defending against diseases for thousands of years,
Chinese herbal medicine has been developed and systemized based upon theoretical
principles as a means of both the prevention and treatment of illness and
disease. Complex systems of diagnostic methods take into consideration the
person as a whole, not just isolated symptoms. A "pattern of disharmony" is
discovered and treated accordingly. The aim is not necessarily to eliminate or
alleviate symptoms. The objective, rather, is to increase both the ability to
function and the quality of life. The restoration of harmony is integral to
Chinese herbal medicine. After a diagnosis is made, herbs are selected and
combined, or a well-known traditional formula is prescribed and the formula is
adjusted to fit the patient's symptoms and diagnosis.

         Modern medical science is experiencing a change from biological
research to biological-psychological-social research with traditional medical
science playing a more important role than ever. Many modern chemical medicines
contain high toxicities and present numerous side-effects. Purely chemical
medicines are difficult, time consuming and expensive to develop. We believe
that natural Chinese traditional medicines represent advantages over chemical
medicines and that the process of combining herbal extraction and chemical
medicines is becoming a popular alternative, following the current trends of
"natural" and "green" products in a variety of industries.

         According to our research, there are over 400 different commonly used
types of traditional Chinese medicine extracts. We manufacture and sell
approximately 120 different extracts which can be divided into the following
three categories:

        o        single traditional Chinese medicine extracts,
        o        compound traditional Chinese medicine extracts, and
        o        purified extracts, including active parts and monomer
                 compounds such as soy isoflavone.

         The following formula extracts and single extracts are our main
products.

                  Veterinary medicine products

                o     Epimedium powder which is used to tonify the kidney,
                      invigorate yang, strengthen muscles and bones and
                      as anantiheumaitc,

                o     mixed powder which is used to prevent and cure chronic
                      respiratory failure caused by septicemia and
                      infective bronchitis,

                o     Sihuang mixed powder which is used to cure colibacillois
                      and hypercathasis of poultry, and

                o     mixed powder used to cure seasonal febrile diseases of
                      poultry and bursa of fabricius and epiornitic,

<page>
                  Medium products for human medicine

                o     Astragalus root extracted powder which is used to
                      replenish qi and keep yang-qi ascending, to consolidate
                      superficial resistance to cause diuresis and to promote
                      pus discharge and tissue regeneration,

                o     Scutellaria root extracted powder which is used to remove
                      heat, dampness and toxic substances, to purge intense heat
                      and to prevent miscarriage,

                o     Honeysuckle flower extracted powder which is used to
                      remove heat and toxic substance and to dispel wind-heat,

                o     Liquorice extracted powder which is used to tonify the
                      middle-jiao and replenish qi to remove heat and toxic
                      substance, to moisturize the lung and arrest cough, and to
                      relieve spasm and pain, and

                o     Hawthorn fruit extracted powder which is used to remove
                      food stagnancy and blood stasis.

         Our customers

         We sell our traditional Chinese medicine formula extracts on a
wholesale basis to domestic traditional Chinese medicine manufacturers and large
animal pharmaceutical manufacturers. Our primary customers include Zhucheng
Xinde Foreign Trade Co., Ltd., Shangdong Liuhe Feed Co., Ltd., Najing
Traditional Chinese Medicine University, Taiyuan Hengfengqiang Bio-Tech
Development Co., Ltd., Beijing Xiangshang Veterinary Factory and Hefei Huarui
Co., Ltd. For the fiscal year ended April 30, 2005 and third quarter ended
January 31, 2006 revenues from one of our traditional Chinese medicine customers
represented approximately 10% and 11%, respectively, of our total net revenues
from this product group. We do not have contracts with our customers and sales
are made under a purchase order arrangement. We generally require 10% to 30%
deposit at the time when the order is submitted, and offer payment terms of
between six months to one year for the balance of the order. The accounts
receivable generated by our veterinary medicine product group represents 70% to
80% of our total accounts receivable from time to time. We will provide certain
discounts to customers if a customer pays us three months in advance. The
discount ranges from 2% to 3%. In the fiscal year of 2005 and third quarter
ended January 31, 2006, such discounts that Sunwin gave were minimal.

         Raw materials

         The business of extraction of Chinese herbs is a fast growing industry
in China following its membership in the WTO. Many industries, including
pharmaceutical companies, chemical companies, health product companies,
biological engineering companies and research and development institutions, have
entered the field. A key factor to success in this industry is where the herb
grows. "San Qi", a very popular herb, grows in Yun Nan province so many
companies engaging in extraction have established operations there. For the same
reason, the companies in Inner Mongolia are focusing on production of "Gan Cao"
extraction, and most companies in Ji Lin province are preparing the extraction
of ginseng while in Xin Jiang province, companies are extracting the "Ma Huang
Su" and "Gan Cao".

<page>

         Currently, most raw material purchases are from the country's
well-known herbal planting bases in the Shangluo Area of Shanxi Province which
is located in Qinlin Area and nicknamed the Chinese Traditional Medicine
Treasury, as well as the Haozhou Area of Anhui Province and the Anguo Area of
Hebei Province, which are the two largest herbal markets of China. We purchase
raw materials from a number of suppliers to ensure favorable pricing, steady
supplies as well as quality materials.

         Formulation, Manufacturing and packaging

         We manufacture approximately 120 extracts used in traditional Chinese
medicine. The production time is generally seven days. These formulas are either
commonly used formulas published in the National Medicine Dictionary or
utilizing the Shandong Province industry standards, as well as formulas which
may have been developed by university research scientists or internally
developed by our R & D personnel. Formulas developed by our company must first
be approved by the Shandong Bureau of Quality and Technical Supervision prior to
use in our products.

         We operate one manufacturing facility for the traditional Chinese
medicine. This manufacturing facility meets the good manufacturing practice
("GMP") standards established by the Chinese government for the production of
traditional Chinese medicine.

         The raw materials are subjected to a combined process involving a
solid/liquid extraction step, followed by a liquid/liquid-purifying step to
obtain the purified extract. Once the purification process has been completed,
the extract is concentrated and re-filtering at which time it is ready for
packaging and shipment to our customers. The extracts are bulk packaged in 25
kilogram barrels. We utilize just in time manufacturing for our traditional
Chinese medicine extracts and do not maintain an inventory of finished products.

New Product Development

         We engage in new product development both through our internal research
facilities and in partnership with a number of research facilities in the PRC
including:

        o        Shandong Medical University where are project is the joint
                 development of molecular absorption purified
                 rutoside,

        o        Kelong Bio-Tech Co., Ltd. Biology and Physics Research Center
                 of Chinese Academy of Science where the project is the joint
                 development of soy bean oligosaccharide, and

        o        Tianfulai Bio-Tech Technology Co. Ltd. (Beijing) where the
                 project is the joint development of Traditional Chinese
                 medicine polysaccharide anthone extracted powder for forage.

         We also utilize the research facilities of Beijing Medical University,
China Agriculture University and Taiwan Renshan Bio-Tech Co. We pay for the use
of these facilities on an as needed basis and the costs are included in our
research and development expenses. For the fiscal years ended April 30, 2005 and
2004 we spent approximately $171,000 and approximately $192,000, respectively,
on research and development.

<page>

         Our research findings which were developed jointly with Kelong Bio-Tech
Co. Ltd., Biology and Physics Research Center of the Chinese Academy of Science
and other findings in Chinese traditional medicine have been industrialized one
by one. Since 2000 we have successfully developed more than 40 veterinary
medicines used to treat infectious bursa of fabricius of poultry, prevention and
cure of bird influent disease and infection of digestive canal, prevention and
cure chronic respiratory failure caused by septicemic and infective bronchitis.
We have an additional nine new medications under development aimed at treating
diseases caused by protozoon and seasonal febrile diseases of poultry and bursa
of fabricius and epiornitic. Our current research and development projects
include saikosponin, a liquid used for headaches and a capsule for bursa.

Strategic Acquisition Plan

     Our board of directors has outlined an acquisition plan for the fiscal
years of 2007 and 2008 in order to achieve external growth. The acquisition
strategy is a two pronged approach. First, we will seek to consolidate Stevia
production in China by acquiring production facilities and manufacturing firms
in China. Second, we will seek to acquire exiting sales networks in order to
expand our sales around the world. Although we have targeted several acquisition
candidates that produce approximately 700 tons of stevioside per year in total,
we are not a party to any acquisition agreement or letter of intent as of the
date of this prospectus. Any acquisition will be subject to the availability of
sufficient financing and satisfactory due diligence. No assurance can be given
that we will be successful in our acquisition strategy, that any acquisitions
will close, or if closed, that the business combination with an acquired company
will increase our revenues or earnings.

Competition

         All of our product groups operate in highly competitive markets. There
are approximately 30 stevioside manufacturers in China, with only approximately
10 companies operating on a continuing basis. Of these 10 companies, our primary
competitors are Huaxian Stevia Factory and Julong Stevia Company who have an
annual output of stevioside in excess of 100 tons. Other companies periodically
enter the industry depending upon the market demand in that this part-time
participant may choose to stop production when the market is in its downturn and
the raw material is not available. This sporadic oversupply of product can
adversely affect our market share. In addition to competing with other Chinese
companies, we also compete with growers and processors in Japan, the world's
largest market for stevioside. We believe we compete in this product segment
based upon our production capabilities and product quality. In order to maintain
our industry position and as we seek to increase our market share in both the
domestic and international market, we have undertaken certain personnel
reorganizations to improve our operations.

         Our principal competitors in the sale of veterinary medicine products
are China Animal Husbandry Industry Co., Ltd., Qilu Animal Health Products
Factory Co., Ltd. and Shinjaizhuang Huamu Animal Husbandry Co. Ltd. In addition,
as China is a member of the WTO many good quality competitive products are
imported into the Chinese market at reasonable prices. We believe we hold
certain competitive advantages in this product segment based mainly on our

<page>


manufacturing capacity and advanced technology. We also focus on expanding our
product offerings and quality control. In order to maintain what we believe to
be a competitive position within this product segment we will need to change our
existing product delivery system from tablets and injections to sprays which
increase the convenience and accessibility for the end use. We also are
challenged to broaden our product line to meet consumer demand and compete with
foreign made products.

         The market in China for traditional medicine extracts is extremely
competitive. According to official statistics, at peak time, there are more than
500 companies engaged in herb extraction in China. Companies in many different
industries, including pharmaceutical companies, chemical companies, healthy
products companies, herb extraction companies, biological engineering companies
and research and development institutions, are now engaged in herb extraction.
Our major competitors include Anhui Xuancheng Baicao Plants Industry & Trade
Co., Ltd., Sichuan Shifangkangyuan Medicine Materials Co., Ltd. and Lanzhou
Lantai Bio-Engineering Tech Co., Ltd. Most products from these companies are
exported to overseas markets. Competitive factors primarily include price and
quality. We believe that we are able to effectively compete in our market
segment in China based upon the quality of the exclusive planting bases we have
under contract and our reputation in the market place. Globally, as demand for
our types of products expand we believe that we will be able to effectively
compete against similar companies from other countries as a result of the lower
costs of doing business in China, in particular the lower labor rates, and
China's soil and growing conditions which enable us to produce high quality
products.

         However, because the barriers to entry in the market are relatively low
and the potential market is large, we expect continued growth in existing
competitors in all of our product groups and the entrance of new competitors in
the future. Many of our current and potential competitors have significantly
longer operating histories and significantly greater managerial, financial,
marketing, technical and other competitive resources, as well as greater name
recognition, than we do.

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. Qufu has registered the Shengwang trademark with China National
Patent, Trademark and Intellectual Property Office. To protect our proprietary
rights, we rely generally on confidentiality agreements with employees and third
parties, and agreements with consultants, vendors and customers, although we
have not signed such agreements in every case. Despite such protections, a third
party could, without authorization, utilize our propriety technologies without
our consent. 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.

<page>


Government Regulation

         Our business and operations are located in the People's Republic of
China. We are subject to state and local environmental laws related to
certification of water release. We are subject to registration and inspection by
The Ministry of Agriculture of China with respect to the manufacture and
distribution of veterinary medicines and the State Food and Drug Administration
of China (SFDA) with respect to the manufacturing and distribution of
traditional Chinese medicine extracts. We are also licensed by the Shandong
Provincial Government to manufacture veterinary medicine and stevioside. We are
in substantial 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.

         PRC legal system

         Since 1979, many laws and regulations addressing economic matters in
general have been promulgated in the PRC. Despite development of its legal
system, the PRC does not have a comprehensive system of laws. In addition,
enforcement of existing laws may be uncertain and sporadic, and implementation
and interpretation thereof inconsistent. The PRC judiciary is relatively
inexperienced in enforcing the laws that exist, leading to a higher than usual
degree of uncertainty as to the outcome of any litigation. Even where adequate
law exists in the PRC, it may be difficult to obtain swift and equitable
enforcement of such law, or to obtain enforcement of a judgment by a court of
another jurisdiction. The PRC's legal system is based on written statutes and,
therefore, decided legal cases are without binding legal effect, although they
are often followed by judges as guidance. The interpretation of PRC laws may be
subject to policy changes reflecting domestic political changes. As the PRC
legal system develops, the promulgation of new laws, changes to existing laws
and the preemption of local regulations by national laws may adversely affect
foreign investors. The trend of legislation over the past 20 years has, however,
significantly enhanced the protection afforded foreign investors in enterprises
in the PRC. However, there can be no assurance that changes in such legislation
or interpretation thereof will not have an adverse effect upon our business
operations or prospects.

         Economic Reform Issues

         Since 1979, the Chinese government has reformed its economic systems.
Because many reforms are unprecedented or experimental, they are expected to be
refined and improved. Other political, economic and social factors, such as
political changes, changes in the rates of economic growth, unemployment or
inflation, or in the disparities in per capita wealth between regions within
China, could lead to further readjustment of the reform measures. We cannot
predict if this refining and readjustment process may negatively affect our
operations in future periods.

         Over the last few years, China's economy has registered a high growth
rate. Recently, there have been indications that rates of inflation have
increased. In response, the Chinese government recently has taken measures to
curb this excessively expansive economy. These measures have included
devaluations of the Chinese currency, the RMB, restrictions on the availability
of domestic credit, reducing the purchasing capability of certain of its
customers, and limited re-centralization of the approval process for purchases
of some foreign products. These austerity measures alone may not succeed in
slowing down the economy's excessive expansion or control inflation, and may
result in severe dislocations in the Chinese economy. The Chinese government may
adopt additional measures to further combat inflation, including the
establishment of freezes or restraints on certain projects or markets.

<page>

         To date reforms to China's economic system have not adversely impacted
our operations and are not expected to adversely impact operations in the
foreseeable future; however, there can be no assurance that the reforms to
China's economic system will continue or that we will not be adversely affected
by changes in China's political, economic, and social conditions and by changes
in policies of the Chinese government, such as changes in laws and regulations,
measures which may be introduced to control inflation, changes in the rate or
method of taxation, imposition of additional restrictions on currency conversion
and remittance abroad, and reduction in tariff protection and other import
restrictions.

         China's Accession into the WTO

         On November 11, 2001, China signed an agreement to become a member of
the World Trade Organization (WTO), the international body that sets most trade
rules, further integrating China into the global economy and significantly
reducing the barriers to international commerce. China's membership in the WTO
was effective on December 11, 2001. China has agreed upon its accession to the
WTO to reduce tariffs and non-tariff barriers, remove investment restrictions,
provide trading and distribution rights for foreign firms, and open various
service sectors to foreign competition. China's accession to the WTO may
favorably affect our business in that reduced market barriers and a more
transparent investment environment will facilitate increased investment
opportunities in China, while tariff rate reductions and other enhancements will
enable us to develop better investment strategies for our clients. In addition,
the WTO's dispute settlement mechanism provides a credible and effective tool to
enforce members' commercial rights.

         Our History

         We were incorporated in Nevada on August 27, 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.

         Following this transaction, we continued to direct our efforts towards
the investment and development of real estate, initially in the Houston, Texas
market and also considered possible transactions in which a privately held
business would merge into our company in a transaction in which control of our
company would change hands. During fiscal 2003, we entered into a letter of
intent with Aerospace Technologies Limited, however, the letter of intent was
eventually terminated prior to the closing of any transaction.

         Effective on April 30, 2004, we acquired 100% of the issued and
outstanding shares of Sunwin Tech Group, Inc., a Florida corporation formed in
January 2004, ("Sunwin Tech") from its shareholders, in exchange for
approximately 17,000,000 shares of our common stock which resulted in a change
of control of our company. Concurrent with the closing of this transaction, our
officers and directors resigned and our current officers and directors were
appointed to their positions. In connection with the transaction, Sunwin Tech
purchased 4,500,000 shares of our common stock owned by our former principal
stockholders for $175,000, and, at the closing, Sunwin Tech distributed the
4,500,000 shares to Messrs. Baozhong Yuan, Laiwang Zhang, Xianfeng Kong and Lei
Zhang, pro-rata to their ownership of Sunwin immediately prior to the closing.
Following the transactions, the former Sunwin Tech shareholders own
approximately 68 % of our issued and outstanding capital stock.


         Qufu Natural Green Engineering Company, Limited, a PRC company ("Qufu")
is a wholly-owned subsidiary of Sunwin Tech. Effective February 1, 2004 Sunwin
Tech acquired 80% of the capital stock of Qufu from Shandong Shengwang
Pharmaceutical Corporation, Limited in exchange for 32,500,000 shares of Sunwin
Tech's common stock. Effective February 1, 2006, Sunwin Tech acquired the
remaining 20% of Qufu Natural Green Engineering Company, Limited from Shandong
Shengwang Pharmaceutical Corporation Limited. in exchange for 5,000,000 shares
of Sunwin common stock. Our president and Chairman, Laiwang Zhang is a control
person of Shandong Shengwang Pharmaceutical Corporation Limited.


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

Property

         Our principal executive offices and research and development facilities
are located in a building we share with Shandong Shengwang Pharmaceutical
Corporation, Limited under an oral agreement. The cost for this facility is
included in the annual management fee we pay Shandong Shengwang Pharmaceutical
Corporation, Limited.


         In October 2002 Qufu entered into a lease agreement with Shandong
Shengwang Pharmaceutical Corporation, Limited, an affiliate, which covers the
approximately 54,000 square foot facilities used by our Traditional Chinese
medicine formula extract product group. This lease, which expires in October
2012, provides for an annual rent of RMB 160,000, or approximately US$20,000,
payable in a lump sum yearly.


         In October 2002 Qufu entered into a lease agreement with Qufu LuCheng
Chiya Resident Commitment, an unaffiliated local governmental owned entity,
which covers the approximate 25,200 square foot facilities that was used by our
veterinary medicine product group prior to our move to our new facility. In
February 2006 the construction of a new facility dedicated to manufacturing
animal medicine was completed. We have moved all operations related to the
manufacture of animal medicine into the new facility. We presently maintain two
facilities capable of manufacturing animal medicine products but operate only
out of the new facility. We will continue to lease both facilities from Qufu
LuCheng Chiya Resident Commitment under one lease The lease, which expires in
August 2012, provides for annual rent of RMB 230,000, or approximately
US$28,500, payable in a lump sum yearly.

<page>

         In April 2004 Qufu entered into a lease agreement with Qufu ShengDa
Industry Co., Ltd., an unaffiliated local governmental owned entity, which
covers the approximate 36,000 square foot facilities used by our stevioside
product group. This lease, which expires in April 2014, provides for annual rent
of RMB 30,000, or approximately US$3,750, for the first three years of the term
and thereafter increases to RMB 50,000, or approximately US$6,250 for the
balance of the lease term, payable in a lump sum yearly.

         We believe that these facilities are sufficient for our needs.
Legal Proceedings

         We are not a party to any pending legal proceeding, nor are we aware of
any legal proceedings being contemplated against us by any governmental
authority. We are not aware of any legal proceeding in which any of our
officers, directors, affiliates or security holders is a party adverse to us or
in which any of them have a material interest adverse to us.

Employees

         As of March 10, 2006, we employed the following:

      Function

(1)  Management and administration                                      47
(2)  Manufacturing (including quality control) and production          250
(3)  Research and development                                            9
(4)  Sales and marketing                                                85
                                                                       ----

                                                               Total   391

           All employees are primarily based in Qufu, China while some
managerial and sales personnel will occasionally work in other Chinese cities or
overseas for different projects. Each full-time Chinese employee is a member of
a local trade union. Labor relations have remained positive and we have not had
any employee strikes or major labor disputes. Unlike trade union in western
countries, trade unions in most parts of China are organizations mobilized
jointly by the government and the management of the corporation.

An investment in the securities offered hereby is speculative in nature and
involves a high degree of risk. The following factors are believed by management
to be all of the material risks that should be carefully considered by investors
before purchasing our shares.

                                  RISK FACTORS

         An investment in the securities offered hereby is speculative in nature
and involves a high degree of risk. The following factors are believed by
management to be all of the material risks that should be carefully considered
by investors before purchasing our shares.

<page>

                          RISKS RELATED TO OUR BUSINESS

The management of our company is located in the PRC and we are materially
dependent upon advisory services of a U.S. company.

            None of the current members of our management have any experience in
U.S. public companies and these individuals are not fluent in English, except
our recently appointed president. We have engaged China Direct Investments, Inc.
to provide us with various advisory and consulting services, including U.S.
business methods and compliance with SEC disclosure requirements. We selected
China Direct Investments, Inc. to provide these services to us in part because
its staff includes Chinese-speaking individuals with experience in the operation
and regulatory framework applicable to U.S. public companies. Until such time as
we are able to expand our board of directors to include English-speaking
individuals who have experience with the operation and regulatory framework
applicable to U.S. public companies, we are materially dependent upon our
relationship with China Direct Investments, Inc. Effective January 1, 2006, we
entered into a three-year agreement with China Direct Investments, Inc. to
provide business development and management services in exchange for 2,430,000
shares of our common stock issued under our 2006 Equity Compensation Plan. If
for any reason China Direct Investments, Inc. should fail to provide the
contracted services at the anticipated levels or fails to extend its services
and we have not added members to our board of directors with the requisite
experience, the abilities of our board of directors to do business as a U.S.
public company could be materially and adversely affected. In such instances, we
may be unable to prepare and file reports as required by the Securities Exchange
Act of 1934 on a timely basis which could lead to our common stock being removed
from the OTCBB.

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.

         We are a Chinese company and all of our business and operations are
conducted in China. We are a party to certain material contracts, including the
planting agreements with the farmers who supply the Stevia rebaudiana used in
our products and the lease for our principal offices and manufacturing facility.
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 not been
subject to 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 this hypothetical future events could have on our company.

Our business is highly dependent upon proprietary technologies.

         Our success depends on the knowledge, ability, experience and
technological expertise of our employees and on the legal protection of
proprietary rights. We claim proprietary rights in various unpatented

<page>


technologies, know-how, trade secrets and trademarks relating to extraction
processes used to make stevioside as well as certain of the traditional Chinese
medicine herbal extracts we sell. We believe these proprietary processes
increase the quality of our products and give us a competitive advantage in the
marketplace. We do not have any patents nor have we filed any patent application
for patents on our technologies and proprietary processes. If our competitors
independently develop technologies that are substantially equivalent or superior
to our processes, the resulting increased competition could reduce the demand
for our products. During the past 5 years we had 3 of our traditional Chinese
medicine products and 5 of our veterinary medicine products copied by
competitors which cause us to loss approximately 6%-8% of our revenues.

            We protect our proprietary rights in our products and operations
through contractual obligations, including nondisclosure agreements. There can
be no assurance as to the degree of protection these contractual measures may or
will afford. If these contractual measures fail to protect our proprietary
rights, any advantage those proprietary rights provided to us would be negated.

Each of our three main product groups operate in highly competitive businesses.

         Each of our product groups is subject to competition from other
manufacturers of those products. There are approximately 30 stevioside
manufacturers in China, but only approximately 10, including our company,
operate on a continuous basis with the remainder of the companies periodically
entering the market in times of increased demand. While we believe we are one of
the leading manufacturers of stevioside in the PRC, from time to time there is a
sporadic oversupply of this product which can decrease our market share and
competitive position in this product group. We compete against a greater number
of companies in the production of veterinary medicines and our ability to attain
a competitive position in this product market is dependent upon our ability to
change our existing product delivery system from tablets and injections to
sprays to increase ease of use. Because there are no assurances we will be
successful in this endeavor, we may never attain a competitive position in this
product group. Finally, our competition within the traditional Chinese medicine
formula extract portion of our business is the most intense. There are over 500
companies in China against whom we compete in the sale of traditional Chinese
medicine formula extracts and the barriers to entry in this product segment are
relatively low. If these other companies successfully market their products or
better market their products than our products, we may have a difficult time
marketing and selling our products. As a result, we cannot assure you that we
will be able to effectively compete in any of our product segments.

We depend on continued demand for our products.

         Our business is entirely dependent on the continued demand for our
products, especially our stevia sweeteners. Therefore, our success depends
significantly upon the success of our products in the marketplace. We are
subject to many risks beyond our control that influence the success or failure
of such products. While 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 (GB2760), the number of countries in the world which permit
the use of stevioside as a food additive is limited. In addition, while
stevioside may be used as a dietary supplement in the U.S. since the mid-1980's
the United States Food and Drug Administration has labeled stevia as an "unsafe
food additive."

<page>


We are highly dependent on our president, as well as his affiliated companies,
Shandong Shengwang Pharmaceutical Corporation Limited and Shandong Shengwang
Group Corporation.

         We are dependent upon the services of Mr. Laiwang Zhang, our president,
for the continued growth and operation of our company because of his experience
in the industry and his personal and business contacts in China. We do not have
an employment agreement with Mr. Zhang and we do not anticipate entering into an
employment agreement in the foreseeable future. We also do business with several
companies which are affiliated with Mr. Zhang.. We are dependent upon those
relationships to provide us with certain services, including increased buying
power and space for portions of our manufacturing facilities and office, which
we cannot readily obtain on our own without additional expense. We do not have
written agreements with any of these related parties.

         Although we have no reason to believe that Mr. Zhang or his affiliated
companies would discontinue their services with us, the interruption or loss of
these services would adversely effect our ability to effectively run our
business and pursue our business strategy as well as our results of operations.

We cannot control the cost of our raw materials, which may adversely impact our
profit margin and financial position.

         Our principal raw materials are stevioside and herbs used in the
formulation of traditional Chinese medicine extracts. The prices for these raw
materials are subject to market forces largely beyond our control, including
availability and competition in the market place. The prices for these raw
materials have varied significantly in the past and may vary significantly in
the future, including the increase of the stevia leaves in the later half of
2003 due to the plants being adversely affected by weather conditions. For
instance, in 2003 the South China planting bases were adversely affected as a
result of a drought in the Jiangxi Province and excessive rains in the Henan,
Jiangsu and Anhui Provinces. We may not be able to adjust our product prices,
especially in the short term, to recover the costs of increases in these raw
materials. Our future profitability may be adversely affected to the extent we
are unable to pass on higher raw material costs to our customers.

We depend on certain suppliers, and any disruption with those suppliers could d
elay product production and sales and adversely affect our relationships with
customers.

      The stevioside finished product and certain materials used in products we
manufacture are available from a limited number of suppliers. Further, we may
elect to develop relationships with a single or limited number of suppliers for
materials that are otherwise generally available. We have planting and purchase
agreements with our major suppliers of the stevia leaves. Although we believe
that alternative suppliers are available to supply materials and the stevioside
finished product, any interruption in the supply from any supplier could delay
product shipments and sales and adversely affect our relationships with
customers.

<page>

Rapid growth of our business could fail to translate into economic success.

         If we are successful in obtaining rapid market growth of our products,
we will be required to deliver large volumes of products to customers on a
timely basis at a reasonable cost to those customers. Such demand could create
working capital issues for us because we would need increased liquidity to fund
purchases of raw materials and supplies. If our business grows rapidly, we may
not be able to expand our manufacturing and quality control activities or
satisfy our commercial scale production requirements on a timely and
cost-effective basis. Rapid growth could also impede our ability to improve our
operations, management and financial systems and controls. The failure to manage
growth effectively could result in a failure to translate that growth into
economic success.

If we experience customer concentration, we may be exposed to all of the risks
faced by our material customers.

         For the fiscal year ended April 30, 2005 and for the third quarter
ended January 31, 2006 no customer or wholesaler represented 10% or more of our
total net revenues. However, revenues from two of our customers in our
stevioside group represented approximately 15% and approximately 10% of our
total net revenues from this product group, and one customer in our traditional
Chinese medicine group represented approximately 10% of our total net revenues
from this product group. Unless we maintain multiple customer relationships, it
is likely that we will experience periods during which we will be dependent on a
limited number of customers. Dependence on a few customers could make it
difficult to negotiate attractive prices for our products and could expose us to
the risk of substantial losses if a single dominant customer stops conducting
business with us. Moreover, to the extent that we are dependent on any single
customer, we are subject to the risks faced by that customer to the extent that
such risks impede the customer's ability to stay in business and make timely
payments to us.


We do not have a lease for our principal offices and research and development
facilities.

            We have not obtained a lease forprincipal offices and research and
development facilities which we use. We have, however, been granted verbal
permission and we pay a management fee to rent the facilities. Although we rent
the facilities on a month to month basis from Shandong Shengwang Pharmaceutical
Corporation, Limited, our affiliate, our business will be materially adversely
affected if we are evicted from any of the premises and need to relocate to new
facilities.

We depend on facilities to manufacture our products, which may be insufficiently
insured against damage or loss.

         We have no direct business operation, other than our ownership of our
subsidiaries located in China, and our results of operations and financial
condition are currently solely dependent on our subsidiaries' manufacturing
facilities in China. We do not currently maintain insurance to protect against
damage and loss to our facilities and other leasehold improvements. Therefore,
any material damage to, or the loss of, any of our facilities due to fire,
severe weather, flooding or other cause, would not be shared with an insurance
company, and if large enough, would have a material and negative effect on
producing our products and on our financial condition. If the damage was
significant, we could be forced to stop operations until such time as the
facilities could be repaired.

<page>

The products and the processes we use could expose us to substantial liability.

         We face an inherent business risk of exposure to product liability
claims in the event that the use of our technologies or products is alleged to
have resulted in adverse side effects. Side effects or marketing or
manufacturing problems pertaining to any of our products could result in product
liability claims or adverse publicity. These risks will exist for those products
in clinical development and with respect to those products that have received
regulatory approval for commercial sale. To date, we have not experienced any
problems associated with claims by users of our products. However, that does not
mean that we will not have any problems with respect to our products in the
future. We do not carry product liability insurance. The lack of product
liability insurance may expose us to enormous risks associated with potential
product liability claims.

Our holding company structure creates restrictions on the payment of dividends.

            We have no direct business operations, other than our ownership of
our subsidiaries. While we have no current intention of paying dividends, should
we decide in the future to do so, as a holding company, our ability to pay
dividends and meet other obligations depends upon the receipt of dividends or
other payments from our operating subsidiaries. In addition, our operating
subsidiaries, from time to time, may be subject to restrictions on their ability
to make distributions to us, including as a result of restrictive covenants in
loan agreements, restrictions on the conversion of local currency into U.S.
dollars or other hard currency and other regulatory restrictions. If future
dividends are paid in Renminbi, fluctuations in the exchange rate for the
conversion of Renminbi into U.S. dollars may adversely affect the amount
received by U.S. stockholders upon conversion of the dividend payment into U.S.
dollars. We do not presently have any intention to declare or pay dividends. You
should not purchase shares of our common stock in anticipation of receiving
dividends in future periods.


Our operations are subject to government regulation.  If we fail to comply with
the application 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 by
The Ministry of Agriculture of China with respect to the manufacture and
distribution of veterinary medicines and the State Food and Drug Administration
of China (SFDA) with respect to the manufacturing and distribution of
traditional Chinese medicine extracts. We are also licensed by the Shandong
Provincial Government to manufacture veterinary medicine and stevioside. While
we are in substantial 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, any non-renewal of these authorities 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.

<page>

We have not voluntarily implemented various corporate governance measures, in
the absence of which, stockholders may have reduced protections against
interested director transactions, conflicts of interest and other matters.

         We are not subject to any law, rule or regulation requiring that we
adopt any of the corporate governance measures that are required by the rules of
national securities exchanges or Nasdaq such as independent directors and audit
committees. It is possible that if we were to adopt some or all of the 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. Prospective
investors should bear in mind our current lack of corporate governance measures
in formulating their investment decisions

We may be exposed to potential risks relating to our internal controls over
financial reporting and our ability to have those controls attested to by our
independent auditors.

         As directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX
404"), the Securities and Exchange Commission adopted rules requiring public
companies to include a report of management on the company's internal controls
over financial reporting in their annual reports, including Form 10-KSB. In
addition, the independent registered public accounting firm auditing a company's
financial statements must also attest to and report on management's assessment
of the effectiveness of the company's internal controls over financial reporting
as well as the operating effectiveness of the company's internal controls. We
were not subject to these requirements for the fiscal years ended April 30,
2004, 2005 or 2006. We are evaluating our internal control systems in order to
allow our management to report on, and our independent auditors attest to, our
internal controls, as a required part of our annual report on Form 10-KSB
beginning with our report for the fiscal year ended April 30, 2007.

         While we expect to expend significant resources in developing the
necessary documentation and testing procedures required by SOX 404, there is a
risk that we will not comply with all of the requirements imposed thereby. At
present, there is no precedent available with which to measure compliance
adequacy. Accordingly, there can be no positive assurance that we will receive a
positive attestation from our independent auditors.

         In the event we identify significant deficiencies or material
weaknesses in our internal controls that we cannot remediate in a timely manner
or we are unable to receive a positive attestation from our independent auditors
with respect to our internal controls, investors and others may lose confidence
in the reliability of our financial statements and our ability to obtain equity
or debt financing could suffer.

We engage in a number of related party transactions which may not always be on
terms as favorable as we could receive from non-affiliated third parties.

            We historically have engaged in a number of transactions with
affiliated entities and we anticipate that we will continue to engage in such
transactions in future periods. For instance we use office and research space
under an oral agreement and lease manufacturing space from Shandong Shengwang
Pharmaceutical Corporation, Limited, a company controlled by our president and
Chairman of the Board. In addition, from time to time we advanced funds to
Shandong Shengwang Pharmaceutical Corporation, Limited and certain of its
affiliated entities to effectuate the purchase of equipment and hiring of
construction services for us at advantageous prices through the buying power
provided by Shandong Shengwang Pharmaceutical Corporation, Limited in connection
with our building additional manufacturing lines. We cannot assure you that the
terms of these transactions will always be as favorable to us as we might
receive from non-affiliated third parties. Purchasers of our common stock are
reliant upon management's judgment as to the reasonableness and fairness of the
terms of the various transactions.

<page>


                    RISKS RELATED TO DOING BUSINESS IN CHINA

Our operations are located in China and may be adversely affected by changes in
the political and economic policies of the Chinese government.

         Our business operations may be adversely affected by the political
environment in the PRC. The PRC has operated as a socialist state since 1949 and
is controlled by the Communist Party of China. In recent years, however, the
government has introduced reforms aimed at creating a "socialist market economy"
and policies have been implemented to allow business enterprises greater
autonomy in their operations. Changes in the political leadership of the PRC may
have a significant effect on laws and policies related to the current economic
reforms program, other policies affecting business and the general political,
economic and social environment in the PRC, including the introduction of
measures to control inflation, changes in the rate or method of taxation, the
imposition of additional restrictions on currency conversion and remittances
abroad, and foreign investment. Moreover, economic reforms and growth in the PRC
have been more successful in certain provinces than in others, and the
continuation or increases of such disparities could affect the political or
social stability of the PRC.

         Although we believe that the economic reform and the macroeconomic
measures adopted by the Chinese government have had a positive effect on the
economic development of China, the future direction of these economic reforms is
uncertain and the uncertainty may decrease the attractiveness of our company as
an investment, which may in turn have material and negative impact on the market
price of our stock. In addition, the Chinese economy differs from the economies
of most countries belonging to the Organization for Economic Cooperation and
Development ("OECD"). These differences include:

            *          economic structure;
            *          level of government involvement in the economy;
            *          level of development;
            *          level of capital reinvestment;
            *          control of foreign exchange;
            *          methods of allocating resources; and
            *          balance of payments position.

         As a result of these differences, our business may not develop in the
same way or at the same rate as might be expected if the Chinese economy were
similar to those of the OECD member countries.

<page>

The Chinese government exerts substantial influence over the manner in which we
must conduct our business activities.

            The PRC only recently has permitted provincial and local economic
autonomy and private economic activities. The government of the PRC has
exercised and continues to exercise substantial control over virtually every
sector of the Chinese economy through regulation and state ownership.
Accordingly, government actions in the future, including any decision not to
continue to support recent economic reforms and to return to a more centrally
planned economy or regional or local variations in the implementation of
economic policies, could have a significant effect on economic conditions in the
PRC or particular regions thereof, and could require us to divest ourselves of
any interest we then hold in Chinese properties.

Future inflation in China may inhibit economic activity in China.

         In recent years, the Chinese economy has experienced periods of rapid
expansion and high rates of inflation. During the past 10 years, the rate of
inflation in China has been as high as 20.7% and as low as -2.2%. These factors
have led to the adoption by the PRC government, from time to time, of various
corrective measures designed to restrict the availability of credit or regulate
growth and contain inflation. While inflation has been more moderate since 1995,
high inflation may in the future cause the PRC government to impose controls on
credit and/or prices, or to take other action, which could inhibit economic
activity in China, and thereby adversely affect the market for our products.

Any recurrence of severe acute respiratory syndrome, or SARS, or another
widespread public health problem, could adversely affect our operations.

         A renewed outbreak of SARS or another widespread public health problem
in China, where all of our revenue is derived, and in Shandong, where our
operations are headquartered, could have a negative effect on our operations.
Our operations may be impacted by a number of health-related factors, including
the following:

         * quarantines or closures of some of our offices which would severely
           disrupt our operations,

         * the sickness or death of our key officers and employees, and

         * a general slowdown in the Chinese economy.

         Any of the foregoing events or other unforeseen consequences of public
health problems could adversely affect our operations.

Restrictions on currency exchange may limit our ability to receive and use our
revenues effectively.

         Because all of our revenues are in the form of Renminbi, any future
restrictions on currency exchanges may limit our ability to use revenue
generated in Renminbi to fund any future business activities outside China or to
make dividend or other payments in U.S. dollars. Although the Chinese government
introduced regulations in 1996 to allow greater convertibility of the Renminbi
for current account transactions, significant restrictions still remain,
including primarily the restriction that foreign-invested enterprises may only
buy, sell or remit foreign currencies, after providing valid commercial
documents, at those banks authorized to conduct foreign exchange business. In
addition, conversion of Renminbi for capital account items, including direct

<page>


investment and loans, is subject to government approval in China, and companies
are required to open and maintain separate foreign exchange accounts for capital
account items. We cannot be certain that the Chinese regulatory authorities will
not impose more stringent restrictions on the convertibility of the Renminbi,
especially with respect to foreign exchange transactions.

The value of our securities will be affected by the foreign exchange rate
between U.S. dollars and Renminbi.

         The value of our common stock will be affected by the foreign exchange
rate between U.S. dollars and Renminbi. For example, to the extent that we
need to convert U.S. dollars into Renminbi for our operational needs and should
the Renminbi appreciate against the U.S. dollar at that time, our financial
position and the price of our common stock may be adversely affected.
Conversely, if we decide to convert our Renminbi into U.S. dollars for the
purpose of declaring dividends on our common stock or for other business
purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar
equivalent of our earnings from our subsidiaries in China would be reduced.

         Until 1994, the Renminbi experienced a gradual but significant
devaluation against most major currencies, including U.S. dollars, and there was
a significant devaluation of the Renminbi on January 1, 1994 in connection with
the replacement of the dual exchange rate system with a unified managed floating
rate foreign exchange system. Since 1994, the value of the Renminbi relative to
the U.S. Dollar has remained stable and has appreciated slightly against the
U.S. dollar. Countries, including the United States, have argued that the
Renminbi is artificially undervalued due to China's current monetary policies
and have pressured China to allow the Renminbi to float freely in world markets.
On July 21, 2005 the PRC reported that it would have its currency pegged to a
basket of currencies rather than just tied to a fixed exchange rate to the
dollar. It also increased the value of its currency 2% higher against the
dollar, effective immediately.

         If any devaluation of the Renminbi were to occur in the future, returns
on our operations in China, which are expected to be in the form of Renminbi,
will be negatively affected upon conversion to U.S. dollars. Although we attempt
to have most future payments, mainly repayments of loans and capital
contributions, denominated in U.S. dollars, if any increase in the value of the
Renminbi were to occur in the future, our product sales in China and in other
countries may be negatively affected.

We may be unable to enforce our rights due to policies regarding the regulation
of foreign investments in China.

         The PRC's legal system is a civil law system based on written statutes
in which decided legal cases have little value as precedents, unlike the common
law system prevalent in the United States. The PRC does not have a
well-developed, consolidated body of laws governing foreign investment
enterprises. As a result, the administration of laws and regulations by
government agencies may be subject to considerable discretion and variation, and
may be subject to influence by external forces unrelated to the legal merits of
a particular matter. China's regulations and policies with respect to foreign
investments are evolving. Definitive regulations and policies with respect to
such matters as the permissible percentage of foreign investment and permissible

<page>

rates of equity returns have not yet been published. Statements regarding these
evolving policies have been conflicting and any such policies, as administered,
are likely to be subject to broad interpretation and discretion and to be
modified, perhaps on a case-by-case basis. The uncertainties regarding such
regulations and policies present risks which may affect our ability to achieve
our business objectives. If we are unable to enforce any legal rights we may
have under our contracts or otherwise, our ability to compete with other
companies in our industry could be materially and negatively affected.

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.

         All of our assets are located outside the United States and all of our
current operations are conducted in China. Moreover, all of our directors and
officers are nationals or residents of China. 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 China 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 China against us or
such persons predicated upon the securities laws of the United States or any
state thereof.


                         RISKS RELATED TO THIS OFFERING

We will need to raise additional capital to expand our operations in future
periods. If we cannot raise sufficient capital, our ability to implement our
business strategies and continue to expand will be at risk.

            To fully implement our growth plan, over the next 12 months we
anticipate that we may require additional working capital for increasing our
inventory of raw materials and products, additional expansion of our facilities,
salaries and wages for additional employees, increased marketing and advertising
and possible business acquisitions. We are not presently a party to any
agreement with any third party for any acquisitions and given our limited
resources we may have difficulty closing the acquisition of any target companies
we may identify in the future. We believe we presently have sufficient working
capital to fund the additional growth of our company, however no assurance can
be given that we do therefore we may need to raise additional working capital to
complete our expansion. We do not presently have any external sources of capital
and will in all likelihood raise the capital in a debt or equity offering. If we
raise the necessary capital through the issuance of debt, this will result in
increased interest expense. If we raise additional funds through the issuance of
equity or convertible debt securities or if we issue equity or convertible
securities for the acquisition of services or a business combination, the
percentage ownership of our company held by existing stockholders will be
reduced and those stockholders may experience significant dilution. In addition,
new securities may contain certain rights, preferences or privileges that are
senior to those of our common stock. There can be no assurance that acceptable
financing to fund this expansion project can be obtained on suitable terms, if
at all. Our ability to continue to implement our growth strategy could suffer if
we are unable to raise the additional funds on acceptable terms which will have
the effect of adversely affecting our ongoing operations and limiting our
ability to increase our revenues in the future.

<page>

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 shareholders.

Because our stock currently trades below $5.00 per share, and is quoted on the
OTC Bulletin Board, our stock is considered a "penny stock" which can adversely
affect its liquidity.

         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
is 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.

This prospectus permits selling security holders to resell their shares. If they
do so, the market price for our shares may fall and purchasers of our shares may
be unable to resell them.

         This prospectus includes shares being offered by existing stockholders.
To the extent that these shares are sold into the market for our shares, there
may be an oversupply of shares and an undersupply of purchasers. If this occurs
the market price for our shares may decline significantly and investors may be
unable to sell their shares at a profit, or at all.

<page>


We cannot predict whether we will successfully effectuate our current
business plan. Each prospective purchaser is encouraged to carefully analyze the
risks and merits of an investment in the Shares and should take into
consideration when making such analysis, among others, the Risk Factors
discussed above.


                    SUNWIN INTERNATILA NEUTRACEUTICALS, INC.
                          2006 EQUITY COMPENSATION PLAN

Introduction


         The following descriptions summarize certain provisions of our Sunwin
International Neutraceuticals, Inc. 2006 Equity Compensation Plan. This summary
is not complete and is qualified by reference to the full text of the Plan. A
copy of the Plan has been filed as an exhibit to the registration statement of
which this prospectus is a part. Each person receiving a Plan option or stock
award under the Plan should read the Plan in its entirety.

         On February 7, 2006 ("Effective Date"), our Board of Directors
authorized, approved and adopted, the Plan covering 6,200,000 shares of common
stock. As of March 23, 2006, 5 million options have been granted under the Plan.

         The purpose of the Plan is to encourage stock ownership by our
officers, directors, key employees and consultants, and to give such persons a
greater personal interest in the success of our business and an added incentive
to continue to advance and contribute to us. Our Board of Directors, or a
committee of the Board, will administer the Plan including, without limitation,
the selection of the persons who will be awarded stock grants and granted
options, the type of options to be granted, the number of shares subject to each
Option and the exercise price.

         Plan options may either be options qualifying as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended, or
non-qualified options. In addition, the Plan allows for the inclusion of a
reload option provision, which permits an eligible person to pay the exercise
price of the option with shares of common stock owned by the eligible person and
receive a new option to purchase shares of common stock equal in number to the
tendered shares. Any incentive option granted under the Plan must provide for an
exercise price of not less than 100% of the fair market value of the underlying
shares on the date of grant, but the exercise price of any incentive option
granted to an eligible employee owning more than 10% of our outstanding common
stock must not be less than 110% of fair market value on the date of the grant.
The term of each Plan option and the manner in which it may be exercised is
determined by the Board of Directors or the committee, provided that no option
may be exercisable more than ten years after the date of its grant and, in the
case of an incentive option granted to an eligible employee owning more than 10%
of the common stock, no more than five years after the date of the grant. Unless
the Plan is approved by the Company's shareholders within one year of the
Effective Date, no incentive stock options may be granted and all incentive
stock options that may have been previously granted shall automatically be
converted into non-qualified stock options.

<page>

Eligibility

         Our officers, directors, key employees and consultants are eligible to
receive stock grants and non-qualified options under the Plan. Only our
employees are eligible to receive incentive options.

Administration

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

Shares Subject to Awards

         We have currently reserved 6,200,000 of our authorized but unissued
shares of common stock for issuance under the Plan, and a maximum of 6,200,000
shares may be issued, unless the Plan is subsequently amended (subject to
adjustment in the event of certain changes in our capitalization).Subject to the
limitation on the aggregate number of shares issuable under the Plan, there is
no maximum or minimum number of shares as to which a stock grant or Plan option
may be granted to any person. Shares used for stock grants and Plan options may
be authorized and unissued shares or shares reacquired by us, including shares
purchased in the open market. Shares covered by Plan options which terminate
unexercised will again become available for grant as additional options, without
decreasing the maximum number of shares issuable under the Plan, although such
shares may also be used by us for other purposes.

         The Plan provides that, if our outstanding shares are increased,
decreased, exchanged or otherwise adjusted due to a share dividend, forward or
reverse share split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares, an appropriate and proportionate adjustment
shall be made in the number or kind of shares subject to the Plan or subject to
unexercised options and in the purchase price per share under such options. Any
adjustment, however, does not change the total purchase price payable for the
shares subject to outstanding options. In the event of our proposed dissolution
or liquidation, a proposed sale of all or substantially all of our assets, a
merger or tender offer for our shares of common stock, the Board of Directors
may declare that each option granted under the Plan shall terminate as of a date
to be fixed by the Board of Directors; provided that not less than 30 days
written notice of the date so fixed shall be given to each participant holding
an option, and each such participant shall have the right, during the period of
30 days preceding such termination, to exercise the participant's option, in
whole or in part, including as to options not otherwise exercisable.

<page>

Terms of Exercise

         The Plan provides that the options granted thereunder shall be
exercisable from time to time in whole or in part, unless otherwise specified by
the Committee or by the Board of Directors.

         The Plan provides that, with respect to incentive stock options, the
aggregate fair market value (determined as of the time the option is granted) of
the shares of common stock, with respect to which incentive stock options are
first exercisable by any option holder during any calendar year shall not exceed
$100,000.

Exercise Price

         The purchase price for shares subject to incentive stock options must
be at least 100% of the fair market value of our common stock on the date the
option is granted, except that the purchase price must be at least 110% of the
fair market value in the case of an incentive option granted to a person who is
a "10% stockholder." A "10% stockholder" is a person who owns (within the
meaning of Section 422(b)(6) of the Internal Revenue Code of 1986) at the time
the incentive option is granted, shares possessing more than 10% of the total
combined voting power of all classes of our outstanding shares. The Plan
provides that fair market value shall be determined by the Board or the
Committee in accordance with procedures, which it may from time to time
establish. If the purchase price is paid with consideration other than cash, the
Board or the Committee shall determine the fair value of such consideration to
us in monetary terms.


         The exercise price of non-qualified options shall be determined by the
Board of Directors or the Committee, but shall not be less than the par value of
our common stock on the date the option is granted.


         The per share purchase price of shares issuable upon exercise of a Plan
option may be adjusted in the event of certain changes in our capitalization,
but no such adjustment shall change the total purchase price payable upon the
exercise in full of options granted under the Plan.


Manner of Exercise

         Plan options are exercisable by delivery of written notice to us
stating the number of shares with respect to which the option is being
exercised, together with full payment of the purchase price therefor. Payment
shall be in cash, checks, certified or bank cashier's checks, promissory notes
secured by the shares issued through exercise of the related options, shares of
common stock or in such other form or combination of forms which shall be
acceptable to the Board of Directors or the Committee, provided that any loan or
guarantee by us of the purchase price may only be made upon resolution of the
Board or Committee that such loan or guarantee is reasonably expected to benefit
us.


Option Period


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

<page>


Termination


         All Plan options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee shall die (a)
while our employee or (b) within three months after termination of employment by
us because of disability, or retirement or otherwise, such options may be
exercised, to the extent that the optionee shall have been entitled to do so on
the date of death or termination of employment, by the person or persons to whom
the optionee's right under the option pass by will or applicable law, or if no
such person has such right, by his executors or administrators.

         In the event of termination of employment because of death while an
employee or because of disability, the optionee's options may be exercised not
later than the expiration date specified in the option or one year after the
optionee's death, whichever date is earlier, or in the event of termination of
employment because of retirement or otherwise, not later than the expiration
date specified in the option or one year after the optionee's death, whichever
date is earlier.

         If an optionee's employment by us terminates because of disability and
such optionee has not died within the following three months, the options may be
exercised, to the extent that the optionee shall have been entitled to do so at
the date of the termination of employment, at any time, or from time to time,
but not later than the expiration date specified in the option or one year after
termination of employment, whichever date is earlier.

         If an optionee's employment shall terminate for any reason other than
death or disability, optionee may exercise the options to the same extent that
the options were exercisable on the date of termination, for up to three months
following such termination, or on or before the expiration date of the options,
whichever occurs first. In the event that the optionee was not entitled to
exercise the options at the date of termination or if the optionee does not
exercise such options (which were then exercisable) within the time specified
herein, the options shall terminate.

         If an optionee's employment shall terminate for any reason other than
death, disability or retirement, all right to exercise the option shall
terminate not later than 90 days following the date of such termination of
employment.

Modification and Termination of Plan

         The Board of Directors or Committee may amend, suspend or terminate the
Plan at any time. However, no such action may prejudice the rights of any holder
of a stock grant or optionee who has prior thereto been granted options under
the Plan. Further, no amendment to this Plan which has the effect of (a)
increasing the aggregate number of shares subject to this Plan (except for
adjustments due to changes in our capitalization), or (b) changing the

<page>


definition of "Eligible Person" under the Plan, may be effective unless and
until approved by our shareholders, if required, in the same manner as approval
of this Plan, if required. Any such termination of the Plan shall not affect the
validity of any stock grants or options previously granted thereunder. Unless
the Plan shall theretofore have been suspended or terminated by the Board of
Directors, the Plan shall terminate on February 7, 2016.


Federal Income Tax Effects

         The following discussion applies to the Plan and is based on federal
income tax laws and regulations in effect on December 31, 2004. It does not
purport to be a complete description of the federal income tax consequences of
the Plan, nor does it describe the consequences of state, local or foreign tax
laws, which may be applicable. Accordingly, any person receiving a grant under
the Plan should consult with his own tax adviser.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

         An employee granted an incentive stock option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of common stock received
upon exercise of the incentive stock option over the exercise price is an item
of tax preference under Section 57(a)(3) of the Code and may be subject to the
alternative minimum tax imposed by Section 55 of the Code. Upon disposition of
stock acquired on exercise of an incentive stock option, long-term capital gain
or loss is recognized in an amount equal to the difference between the sales
price and the incentive option exercise price, provided that the option holder
has not disposed of the stock within two years from the date of grant and within
one year from the date of exercise. If the incentive option holder disposes of
the acquired stock (including the transfer of acquired stock in payment of the
exercise price of an incentive stock option) without complying with both of
these holding period requirements ("Disqualifying Disposition"), the option
holder will recognize ordinary income at the time of such Disqualifying
Disposition to the extent of the difference between the exercise price and the
lesser of the fair market value of the stock on the date the incentive option is
exercised (the value six months after the date of exercise may govern in the
case of an employee whose sale of stock at a profit could subject him to suit
under Section 16(b) of the Securities Exchange Act of 1934) or the amount
realized on such Disqualifying Disposition. Any remaining gain or loss is
treated as a short-term or long-term capital gain or loss, depending on how long
the shares are held. In the event of a Disqualifying Disposition, the incentive
stock option tax preference described above may not apply (although, where the
Disqualifying Disposition occurs subsequent to the year the incentive stock
option is exercised, it may be necessary for the employee to amend his return to
eliminate the tax preference item previously reported). We are not entitled to a
tax deduction upon either exercise of an incentive option or disposition of
stock acquired pursuant to such an exercise, except to the extent that the
option holder recognized ordinary income in a Disqualifying Disposition.

<page>

         If the holder of an incentive stock option pays the exercise price, in
full or in part, with shares of previously acquired common stock, the exchange
should not affect the incentive stock option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
incentive stock option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period, which commences as of the date the common stock, is issued to
the employee upon exercise of the incentive option. If an exercise is effected
using shares previously acquired through the exercise of an incentive stock
option, the exchange of the previously acquired shares will be considered a
disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.

         In respect to the holder of non-qualified options, the option holder
does not recognize taxable income on the date of the grant of the non-qualified
option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.

         In connection with the issuance of stock grants as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Stock grants received by a person who is subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is
considered subject to a substantial risk of forfeiture so long as the sale of
such property at a profit could subject the stockholder to suit under that
section. The rights of the recipient are treated as transferable if and when the
recipient can sell, assign, pledge or otherwise transfer any interest in the
stock grant to any person. Inasmuch as the recipient would not be subject to the
short swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 and the stock grant, upon receipt following satisfaction of condition
prerequisites to receipt, will be presently transferable and not subject to a
substantial risk of forfeiture, the recipient would be obligated to include in
gross income the fair market value of the stock grant received once the
conditions to receipt of the stock grant are satisfied.


<page>

Restrictions Under Securities Laws

       The sale of all shares issued under the Plan must be made in compliance
with federal and state securities laws. Our officers, directors and 10% or
greater shareholders, as well as certain other persons or parties who may be
deemed to be "affiliates" of ours under federal securities laws, should be aware
that resales by affiliates can only be made pursuant to an effective
registration statement, Rule 144 or other applicable exemption. Our officers,
directors and 10% and greater stockholders may also become subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                            SELLING SECURITY HOLDERS
         The information under this heading relates to resales of Shares covered
by this prospectus by persons who are our "affiliates" as that term is defined
under federal securities laws. These persons will be members of our Board of
Directors and/or officers of our company. Shares issued pursuant to this
prospectus to our affiliates are "control" shares under federal securities laws.


The following table sets forth
         - the name of each affiliated selling security holder,

         - the amount of common stock owned beneficially, directly or
           indirectly, by each affiliated selling security holder,

         - the maximum amount of Shares to be offered by the affiliated selling
           security holders pursuant to this prospectus,

         - the amount of common stock to be owned by each affiliated selling
           security holder following sale of the Shares, and

         Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to securities
and includes any securities which the person has the right to acquire within 60
days through the conversion or exercise of any security or other right. The
information as to the number of shares of our common stock owned by each
affiliated selling security holder is based upon our books and records and the
information provided by our transfer agent.

         We may amend or supplement this prospectus from time to time to update
the disclosure set forth in the table. Because the selling security holders
identified in the table may sell some or all of the Shares owned by them which
are included in this prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Shares, no
estimate can be given as to the number of Shares available for resale hereby
that will be held by the affiliated selling security holders upon termination of
the offering made hereby. We have therefore assumed, for the purposes of the
following table, that the affiliated selling security holders will sell all of
the Shares owned by them, which are being offered hereby, but will not sell any
other shares of our common stock that they presently own.

<page>


         Persons who receive stock grants under the Plan and are deemed
affiliates, may effect sales of shares of common stock covered hereby not in
excess of 1% of our outstanding common stock of the Company in any three-month
period.

         Grants may be made to affiliates in the future which we are not able to
identify at this time. Before any of our affiliates sell any of his or her
shares received under the Plan, we will supplement this prospectus with the
required information regarding the names of the persons selling, the total
number of shares owned by these persons and the number of shares proposed to be
sold under this prospectus.

<table>

    <s>                      <c>                 <c>               <c>              <c>
                                                                      Shares to be     Percentage to be
         Name of Selling       Number of Shares      Shares to be     Owned After        Owned After
         Security Holder             Owned             Offered          Offering           Offering
     ------------------------ -------------------- ----------------- ---------------- -------------------
     Marc Siegel (2)               320,000              320,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------
     James Wang (2)                320,000              320,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------
     David Stein (2)               175,000              170,000                5,000                   *
     ------------------------ -------------------- ----------------- ---------------- -------------------
     Xiaowen Zhuang (3)             50,000               50,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------
     Jianjun Yan (1)               800,000              800,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------
     Jianhua Yan (1)               800,000              800,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------

     Fanjun Wu (1)                 800,000              800,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------

     Qiang Liu (1)                 800,000              800,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------

     Kaimin Zhang (1)              800,000              800,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------
</table>


* less than 1%.
(1)      The number of shares offered include 800,000 shares issuable upon the
         exercise of options at an exercise price of $1.25 per share received as
         compensation for service rendered to the Company as an employees.

(2)      Messers. Siegel, Wang and Stein are principals of China Direct
         Investments, Inc. The number of shares offered are shares of common
         stock received as compensation under a consulting agreement for
         advisory services rendered in association with China Direct
         Investments, Inc. under an agreement dated January 3, 2006.

(3)      The number of shares offered are shares of common stock received as
         compensation for consulting services rendered to the Company.



PLAN OF DISTRIBUTION

         The information under this heading includes resales of Shares covered
by this prospectus by persons who are our "affiliates" as that term in defined
under federal securities laws.

         The Shares covered by this prospectus may be resold and distributed
from time to time by the selling security holders in one or more transactions,
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more broker-dealers for resale of these shares as
principals, at market prices existing at the time of sale, at prices related to
existing market prices, through Rule 144 transactions or at negotiated prices.
The selling security holders in connection with sales of securities may pay
usual and customary, or specifically negotiated, brokerage fees or commissions.

<page>

         The selling security holders may sell Shares in one or more of the
following methods, which may include crosses or block transactions:

         o through the "pink sheets", on the over-the-counter Bulletin Board, or
on such exchanges or over-the-counter markets on which our shares may be listed
from time-to-time, in transactions which may include special offerings, exchange
distributions and/or secondary distributions, pursuant to and in accordance with
the rules of such exchanges, or through brokers, acting as principal or agent;

         o in transactions other than on such exchanges or in the
over-the-counter market, or a combination of such transactions, including sales
through brokers, acting as principal or agent, sales in privately negotiated
transactions, or dispositions for value, subject to rules relating to sales by
affiliates; or

         o through the writing of options on our shares, whether or not such
options are listed on an exchange, or other transactions requiring delivery of
our shares, or the delivery of our shares to close out a short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling security
holders may arrange for other brokers or dealers to participate. The selling
security holders who are affiliates of the Company and others through whom such
securities are sold may be "underwriters" within the meaning of the Securities
Act for the securities offered, and any profits realized or commission received
may be considered underwriting compensation. Information as to whether an
underwriter(s) who may be selected by the selling security holders, or any other
broker-dealer, is acting as principal or agent for the selling security holders,
the compensation to be received by underwriters who may be selected by the
selling security holders, or any broker-dealer, acting as principal or agent for
the selling security holders and the compensation to be received by other
broker-dealers, in the event the compensation of other broker-dealers is in
excess of usual and customary commissions, will, to the extent required, be set
forth in a supplement to this prospectus. Any dealer or broker participating in
any distribution of the shares may be required to deliver a copy of this
prospectus, including the supplement, if any, to any person who purchases any of
the shares from or through a dealer or broker.

         We have advised the selling security holders that, at the time a resale
of the Shares is made by or on behalf of a selling security holder, a copy of
this prospectus is to be delivered.

         We have also advised the selling security holders that during the time
as they may be engaged in a distribution of the shares included herein they are
required to comply with Regulation M of the Exchange Act. With certain
exceptions, Regulation M precludes any selling security holders, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security.

<page>

         Sales of securities by us and the selling security holders or even the
potential of these sales may have an adverse effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES
General

         The following description of our capital stock and provisions of our
Articles of Incorporation is a summary thereof and is qualified by reference to
our Articles of Incorporation, copies of which may be obtained upon request. Our
authorized capital consists of 200,000,000 shares of common stock, par value
$.001 per share and 1,000,000 shares of preferred stock, of which 63,704,776
shares of common stock and no shares of preferred stock are issued and
outstanding as of March 23, 2006.

Common Stock

         Holders of shares of common stock are entitled to share, on a ratable
basis, such dividends as may be declared by the board of directors out of funds
legally available therefor. Upon our liquidation, dissolution or winding up,
after payment to creditors, our assets will be divided pro rata on a per share
basis among the holders of our common stock.

         Each share of common stock entitles the holders thereof to one vote.
Holders of common stock do not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election of directors
can elect all of the directors if they choose to do so, and, in such event, the
holders of the remaining shares will not be able to elect any directors. Our
By-Laws require that only a majority of our issued and outstanding shares need
be represented to constitute a quorum and to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights and is not redeemable by us.

Preferred Stock

         Our articles of incorporation authorizes our board of directors to
create and issue series of preferred stock from time to time, with such
designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof as permitted under Nevada
law.

Transfer Agent and Registrar

         The transfer agent and registrar for our common stock is Colonial
Stock Transfer Co., 66 Exchange Place, Salt Lake City, Utah 84111.  Our transfer
agent may be reached by telephone at 801-355-5740.

<page>

                                     EXPERTS

         The consolidated financial statements of Sunwin International
Neutraceuticals, Inc. as of April 30, 2005 and 2004, and for the years then
ended, appearing in our annual report on 10-KSB have been audited by Sherb &
Co., LLP, independent auditors, as set forth in their report thereon and are
incorporated by reference in reliance upon the authority of such firm as experts
in auditing and accounting.


                                 INDEMNIFICATION
         The Nevada Revised Statutes Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

(a) the officer or director conducted himself or herself in good faith;

(b) his or her conduct was in our best interests, or if the conduct was not in
an official capacity, that the conduct was not opposed to our best interests;
and

(c) in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful.

We may not indemnify our officers or directors in connection with a proceeding
by or in our right, where the officer or director was adjudged liable to us, or
in any other proceeding, where our officer or director are found to have derived
an improper personal benefit.


Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

<page>

        - Current Report on Form 10-KSB/A filed on November 7, 2005
        - Quarterly Report on Form 10-QSB filed on December 14, 2005
        - Quarterly Report on Form 10-QSB filed on March 16, 2006

    All reports and documents filed by us pursuant to Section 13, 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective date of filing of
such documents. Any statement incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that
a statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
prospectus.

           We hereby undertake to provide without charge to each person,
including any beneficial owner, to whom a copy of the prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, at 6 Youpeng
Road, Qufu, Shandong, China 273100, telephone number: (86)537-4424999 Item 4.
Description of Securities

         A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

        The Nevada Revised Statutes allow us to indemnify each of our officers
and directors who are made a party to a proceeding if (

a) the officer or director conducted himself or herself in good faith;

(b) his or her conduct wasin our best interests, or if the conduct was not in
an official capacity, that the conduct was not opposed to our best interests;
and

<page>


(c) in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful.

      We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director are found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

Item 7. Exemption From Registration Claimed

         Persons eligible to receive grants under the Plan will have an existing
relationship with us and will have access to comprehensive information about us
to enable them to make an informed investment decision. The recipient must
express an investment intent and, in the absence of registration under the Act,
consent to the imprinting of a legend on the securities restricting their
transferability except in compliance with applicable securities laws.

Item 8.

Exhibits

5.1 Opinion of Schneider Weinberger & Beilly LLP.*
10.1 Sunwin International Neutraceuticals, Inc. 2005 Equity Compensation Plan.*
23.1 Consent of Independent Certified Public Accountants.*
23.2 Consent of Schneider Weinberger & Beilly LLP. (included in Exhibit 5)*

* Filed herewith.

Item 9. Undertakings
          The undersigned small business issuer will:

         (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

                  (i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

<page>

                  (ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement; and notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospects filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in the volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and

                  (iii) Include any additional or changed material information
on the plan of distribution.

         (2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

         (3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

         (4) For determining liability of the undersigned small business issuer
under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a primary
offering of securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:

                  i. Any preliminary prospectus or prospectus of the undersigned
         small business issuer relating to the offering required to be filed
         pursuant to Rule 424;

                  ii. Any free writing prospectus relating to the offering
         prepared by or on behalf of the undersigned small business issuer or
         used or referred to by the undersigned small business issuer;

                  iii. The portion of any other free writing prospectus relating
         to the offering containing material information about the undersigned
         small business issuer or its securities provided by or on behalf of the
         undersigned small business issuer; and

                  iv. Any other communication that is an offer in the offering
         made by the undersigned small business issuer to the purchaser.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or

<page>


controlling person of the small business issuer in the successful defense of any
action, suit or preceding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Qufu, Shandong, China on March 20, 2006.



                          SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.


                         By:      /s/ Dongdong Lin
                         ------------------------------------------------
                                       Dongdong Lin,
                                       Principal Executive Officer

                         By:      /s/ Fanjun Wu
                         ------------------------------------------------
                                       Fanjun Wu,
                                       Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


     SIGNATURE                    TITLE                                DATE
     ---------                    -----                                ----

/s/ Laiwang Zhang         President and Chairman                  March 30, 2006
--------------------
Laiwang Zhang

/s/ Dongdong Lin         CEO, principal executive officer,        March 30, 2006
--------------------     Secretary and director

Dongdong Lin

/s/ Fanjun Wu            Chief Financial Officer and              March 30, 2006
--------------------     principal accounting officer
Fanjun Wu

/s/ Chengxiang Yan       Director                                 March 30, 2006
--------------------
Chengxiang Yan
[{"type": "S-8", "sequence": "1", "filename": "suwns8.txt", "secsgml_size_bytes": 159028}]
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March __, 2006

                          Registration No. 333-________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                   SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.
                 (Name of small business issuer in its charter)

            Nevada                                      56-2416925
------------------------------------------      ----------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                             6 Youpeng Road, Qufu,
                             Shandong, China 273100
                    Issuer's telephone number (86)537-4424999

          (Address and Telephone Number of Principal Executive Offices)

                          2006 Equity Compensation Plan
                            (Full Title of the Plan)

                        Copies of all communications to:

                            Laiwang Zhang, President
                             6 Youpeng Road, Qufu,
                             Shandong, China 273100
                         Telephone No.: (86)537-4424999
CALCULATION OF REGISTRATION FEE

                                        Proposed      Proposed
                                         maximum       maximum
                                        offering      aggregate     Amount of
Title of securities       Amount to be  price per     offering     registration
 to be registered         registered     share          price           fee
-------------------------------------------------------------------------------

Common Stock, $.001
par value per share (1)    6,200,000      $1.35         $8,370,000     $896.00

(1) This calculate is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act of 1933, as amended, based upon the average of the closing bid and asked
prices of the securities on the Over-the-Counter Bulletin Board on March 23,
2006. Pursuant to Rule 416, there are also being registered such additional
number of shares of common stock as may be issuable as a result of the
anti-dilution provisions of the options.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This registration statement relates to separate prospectuses.

Items 1 and 2 of this Part I, and the documents incorporated herein by reference
pursuant to Item 3 of Part II of this Form S-8, constitute the first prospectus
relating to issuances to our employees, directors, consultants and others of up
to 6,200,000 shares of common stock pursuant to our 2006 Equity Compensation
Plan (the "Plan"). Pursuant to the requirements of Form S-8 and Rule 428, we
will deliver or cause to be delivered to Plan participants any required
information as specified by Rule 428(b)(1). The second prospectus, referred to
as the reoffer prospectus, relates to the reoffer or resale of any shares that
are deemed to be control securities or restricted securities under the
Securities Act of 1933, as amended.

                                   PROSPECTUS

Item 1. Plan Information

We established the Plan effective February 7, 2006 covering 6,200,000 shares of
our common stock, to provide us with flexibility and to conserve our cash
resources in compensating certain of our technical, administrative and
professional employees and consultants. The issuance of shares under the Plan is
restricted to persons and firms who are closely related to us and who provide
services in connection with the development and production of our products and
services or otherwise in connection with our business. The Plan authorizes us
currently to issue up to 6,200,000 shares of our common stock. Securities must
be issued only for bona fide services. Shares are awarded under the Plan
pursuant to individually negotiated compensation contracts or as determined
and/or approved by the Board of Directors or compensation committee. The
eligible participants include directors, officers, employees and non-employee
consultants and advisors. There is no limit as to the number of securities that
may be awarded under the Plan to a single participant. We anticipate that a
substantial portion of the securities to be issued under the Plan will be issued
as compensation to our employees, directors, technical consultants and advisors
who provide services in the development and promoting of our various products
and services and assisting the Company in developing our internal
infrastructure, our strategic planning, and our acquisition and strategic
alliance program.

The Plan does not require restrictions on the transferability of securities
issued thereunder. However, such shares may be restricted as a condition to
their issuance where the Board of Directors deems such restrictions appropriate.
The Plan is not subject to the Employee Retirement Income Securities Act of 1974
("ERISA"). Restricted shares awarded under the Plan are intended to be fully
taxable to the recipient as earned income. Item 2. Company Information and
Employee Plan Annual Information

We will provide without charge, upon written or oral request, the documents
incorporated by reference in Item 3 of Part II of this Registration Statement.
These documents are incorporated by reference in the Section 10(a) prospectus.
We will also provide without charge, upon written or oral request, all other
documents required to be delivered to recipients pursuant to Rule 428(b). Any
and all such requests shall be directed to the Company at is principal office at
6 Youpeng Road, Qufu, Shandong, China 273100, telephone number: (86)537-4424999

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No person has been authorized by us to give any information or to make any
representation other than as contained in this prospectus and, if given or made,
such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of common stock issuable under the terms of the Plan shall, under
any circumstances, create any implication that there has been no change in our
affairs since the date hereof.

Our principal offices are located at 6 Youpeng Road, Qufu, Shandong, China
273100, telephone number: (86)537-4424999

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
REOFFER PROSPECTUS

                   SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.
                        6,200,000 Shares of Common Stock
                                ($.001 par value)

         This prospectus forms a part of a registration statement, which
registers an aggregate of 6,200,000 shares of common stock issued or issuable
from time-to-time under the SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. 2006
Equity Compensation Plan.

         SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. is referred to in this
prospectus as "Sunwin", "we", "us" or "our". The 6,200,000 shares covered by
this prospectus are referred to as the "Shares". Persons who are issued Shares
are sometimes referred to as the "selling security holders."

         This prospectus also covers the resale of Shares by persons who are our
"affiliates" within the meaning of federal securities laws. Affiliated selling
security holders may sell all or a portion of the Shares from time to time in
the over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and at market prices prevailing at the time of such sales
or at negotiated prices, but which may not exceed 1% of our outstanding common
stock.
         We will not receive any proceeds from sales of Shares by selling
security holders.

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
The date of this prospectus is March __, 2006.

                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 100 F Street, N.E.,
Washington, D.C. 20549. The Commission also maintains a website on the Internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
     The following documents filed by us with the Commission are incorporated
herein by reference and made a part hereof:

        - Annual Report on Form 10-KSB/A filed on November 7, 2005
        - Quarterly Report on Form 10-QSB filed on December 14, 2005
        - Quarterly Report on Form 10-QSB filed on March 16, 2006

     In addition, all reports and documents filed by us pursuant to Section 13,
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

     We hereby undertake to provide without charge to each person, including any
beneficial owner, to whom a copy of the prospectus has been delivered, on the
written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, 6 Youpeng Road, Qufu,
Shandong, China 273100. Telephone number: (86)537-4424999
THE COMPANY

         This prospectus contains forward-looking statements that involve risks
and uncertainties. Our actual results may differ materially from the results
discussed in the forward-looking statements. You are urged to read this
prospectus carefully and in its entirety.

            References in this prospectus to "Sunwin", "we", "us" and "our" are
to Sunwin International Neutraceuticals, Inc. a Nevada corporation, our
wholly-owned subsidiary, Sunwin Tech Group, Inc., a Florida corporation, Sunwin
Tech's wholly-owned subsidiary Qufu Natural Green Engineering Company, Limited
("Qufu") and three wholly owned subsidiaries of Qufu; Shengya Veterinary
Medicine Co., Ltd (formerly known as Shandong Qufu Veterinary Medicine Plant),
Shengyuan Herb Extraction Co., Ltd., and Qufu Chinese Medicine Factory. The
information which appears on our web site at www.sunwin.biz is not part of this
prospectus.

Overview

         We sell stevioside, a natural sweetener, veterinary products and herbs
used in traditional Chinese medicine in the People's Republic of China. All of
our operations are located in the PRC. As an industry leader in agricultural
processing, we have built an integrated firm with the sourcing and production
capabilities to meet the needs of our customers. The Sunwin family works closely
with consumers to provide a quality, value, and a hybrid mix of agricultural
products and services that meet growing demand.

         Our operations are organized into three main product groups:

           o     Stevioside - a natural sweetener,
           o     Veterinary medicines; and
           o     Traditional Chinese medicine formula extracts

         Stevioside - a natural sweetener

         We manufacture and sell stevioside, a 100% natural sweetener which is
extracted from the leaves of the Stevia rebaudiana plant, a green herb plant of
the Aster/Chrysanthemum family. We also purchase and resell finished stevioside
product from third party manufacturers. For the fiscal year ended April 30, 2005
and the third quarter ended January 31, 2006 revenues from this product group
represented approximately 46% and 40%, respectively, of our total net revenues.

         We are one of the leading manufacturers of stevioside in the PRC. We
have been engaged in the continuous production of stevioside since 1998. Our
present capacity is approximately 300 tons annually. According to the 2004 China
Stevioside Sugar Association report, 300 tons annually will account for
approximately one sixth of the total capacity of the top 10 stevioside
manufacturers in the PRC.

         We are a perennial member of China Stevioside Sugar Association, which
was established in November 1988. The association seeks to contribute its
efforts, and the strength of its members to harmonize the relationships among
other participants of this industry, to promote the technology innovation, to
supervise the quality control, to set self-discipline market prices, to assist
the association to set long-term goals, industrial policy and technical
standard, and to collect information on the domestic and foreign stevioside
industry and supply the information to its members.
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. In
1931 French chemists extracted the compounds which give stevia its sweet taste.
According to a testing report issued by one of our customers in Japan, these
extracts, called steviosides, were found to be 250 to 300 times sweeter than
sucrose (ordinary table sugar). Stevioside, the major sweetener present in the
leaf and stem tissue of the stevia rebaudiana plant, was first seriously
considered as a sugar substitute in the early 1970's by a Japanese consortium
formed for the purpose of commercializing stevioside and stevia extracts.

         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 wide planting of stevia started in the
mid-1980's. There are two major species of stevia grown in China; one is
cultured by Chinese researchers and the other was introduced from Japan.
According to the China Stevioside Sugar Association, China has grown into the
world's largest exporting country of stevioside, with a volume exceeding 80% of
the overall amount of stevioside used in the world. Most stevioside is exported
by Chinese manufacturers, primarily to Japan and South Korea. Japan consumes
more stevia than any other country and it is estimated that stevia accounts for
40% of the sweetener market in Japan according to the China Stevioside Sugar
Association.

         We believe that the worldwide demand for healthy sugar is rising, and
we estimate that the demand for stevioside in recent years is increasing at a
rate of 15% to 20% every year. According to the China Stevioside Sugar
Association, in 2002, worldwide demand for stevioside exceeded 1,200 tons and
China supplied more than 1,000 tons, accounting for 80% of worldwide consumption
of stevioside. According to various independent sources including the World
Health Organization and www.stevia.com , in 2005, worldwide consumption for
stevioside was approximately 1,300 tons. In 2003, as a result of the overall
economic decline within China due mainly to the SARS outbreak, our production
and sales of stevioside decreased to 176 tons, and in fiscal year ended April
30, 2004, our stevioside production decreased again to 150 tons, which according
to the China Stevioside Sugar Association, still accounted for approximately
8.3% of the global production. The decrease in fiscal 2004 was due to slowdown
in production caused by improvements to our manufacturing facilities . In fiscal
year ended April 30, 2005, our stevioside production was 88 tons, and for the
nine months ended January 31, 2006, our stevioside production was 75 tons due to
our stoppage of manufacturing while we moved and expanded our stevioside
manufacturing facilities.
The use of stevioside

         Generally, no large scale mechanized production has been established
and stevia sweeteners are not yet found in mainstream food products in most
countries of the world. Progress towards large scale commercialization has been
slow, largely due to difficulties in producing the crop, the poor quality of
stevia extracts and the absence of regulatory approvals essential for stevia
sweeteners in the North American and European markets.

         While 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 (GB2760), the number of countries in the world which permit the use of
stevioside as a food additive is limited. At present Japan, Korea, China,
Taiwan, Indonesia, Israel, German Brazil and Paraguay permit the use of
stevioside as a sweetener and food additive. In these countries stevioside may
be used in a wide variety of products including soft drinks, Japanese-style
processed vegetable products, tabletop sweeteners, confectioneries, fruit
products and processed seafood products. The countries, however, which do not
permit the use of stevioside as a food additive, include most Western nations.

         While stevioside may be used as a dietary supplement in the U.S. since
the mid-1980's the United States Food and Drug Administration (FDA) has labeled
stevia as an "unsafe food additive." The FDA's position is that available
toxicological information on stevia is inadequate to demonstrate its safety as a
food additive or to affirm its status as generally recognized as safe. When sold
as a dietary supplement, dietary ingredients, including stevia, are not subject
to the food additive regulations of the FDA.

         Canada and Australia also permit the use of stevioside as a dietary
supplement but not as a food additive. In 1999, the Canadian Food Inspection
Agency, the equivalent of the FDA, issued a notice of detention to companies in
Canada who attempt to move, sell or dispose of stevia products. Stevia is also
not approved for use in the European Union, Singapore or Hong Kong.

         The Joint FAO/WHO Expert Committee on Food Additives is an
international scientific committee that is administered by the Food and
Agriculture Organization of the United Nations (FAO) and the World Health
Organization (WHO). Since 1956 the committee has evaluated the use of food
additives as well as other food hazards and is recognized as an international
authority in the risk assessment of food hazards. In 1998 the committee
conducted an evaluation of the safety of stevioside. As a result of
incompleteness in search findings, the committee has not yet reached a
conclusion as to the safety of stevioside as a food additive. In addition, the
committee could not allocate an acceptable daily intake to stevioside because of
the shortcomings of the research findings. The committee recommended that new
studies should be performed before re-reviewing the toxicity of stevioside and
asked that additional information regarding the pharmacological effects of
stevioside on humans be provided by 2007.

         In 1999, the Scientific Committee on Food of the European Commission
(now the European Union), citing both the findings of the Joint FAO/WHO Expert
Committee on Food Additives and its own conclusions that additional studies on
the safety of stevioside are needed, issued its opinion that stevioside is not
acceptable as a sweetener on the then presently available data. Countries in
both Central America and South America generally adhere to the European Union's
guidelines, as do the countries of the European Union.

         In response to the request by the European Commission for more research
on the safety of stevioside, in 2003, Professors Jan Geuns of the Laboratory for
Functional Biology and Johan Buyse of the Laboratory of Physiology and
Immunology of Domestic Animals of the Katholieke Universiteit Leuven in Belgium
set up the European Stevia Research Centre at K.U. Leuven in order to coordinate
research on stevia and stevioside. One of the centre's goals is to develop a
European quality label for stevioside which would hopefully lead to the eventual
lifting of the European ban on stevioside. The European Stevia Research Centre
held the first international symposium on the safety of stevioside in April
2004. Foreign specialists and K.U. Leuven scientists were invited to give an
overview of the recent stevioside research. The proceeding of the symposium
reached the general conclusion that the use of stevioside as a sweetener is
safe. It is presently unknown, however, if or when the European Union will alter
its initial findings and determine that the use of stevioside as a food additive
is safe for humans.

         Our customers

         We sell stevioside on a wholesale basis to customers primarily located
in China and Japan. Our target markets for customers of our stevioside product
are domestic food manufacturers and larger foreign trade companies which export
the products from the PRC to Japan, Korea and Southeast Asia. Our major
customers include China Minemetals Corporation, Shanghai Sanming Food Co., Ltd.,
Shandong Pharmaceutical & Healthcare Co., Ltd., Shanghai Folo Trade Co., Ltd.
Hangzhou Tian-Mu-Shan Pharmaceutical Enterprises Co. Ltd. and Nanjing FenQin
Bio-Chemical Co. Ltd. For the fiscal year ended April 30, 2005 and third quarter
ended January 31, 2006 revenues from two of our stevioside manufacturer
customers represented approximately 15% and approximately 13% of our total net
revenues from this product group. We do not have contracts with our customers
and sales are made under a purchase order arrangement with payment in full on
the order due prior to shipment. We will provide certain discounts to customers
if a customer pays us three months in advance. The discount ranges from 2% to
3%. In the fiscal year of 2005, such discounts that Sunwin gave were minimal.

         Raw materials

         In China, Shandong Province where our operations are located is the
main stevioside planting and production base. To ensure the supply of raw
material, we acquire raw materials through a combination of exclusive planting
contracts with local farmers and purchases at market or from local farmers.
Approximately 30% of our supply of stevia comes from growing contracts with
several large plantations in China covering approximately 277 acres used to grow
stevioside rebaudiana. Under the terms of these contracts we generally pay the
farmer 30% of the contract price at the time the seed is planted, generally in
March of each year, and the remaining 70% upon delivery of the leaves. We pay
for leaves purchased at market or from local farmers at the time of purchase. In
order to improve quality of the stevia and management to avoid degeneration, our
company has set up a fine breed base so that we can enhance the control and
correspond the prices of stevia raw material, seed and stevioside production.

         Based upon our historical experience, the average price of dry leaves
of stevia generally ranged from RMB 5,500 to RMB 6,000 per ton, or approximately
$695 per ton, and the price of stevioside was approximately RMB 200,000 per ton,
or approximately $24,160 per ton. In the later half of 2003, the raw material
market in China was adversely affected by weather conditions. The South China
planting bases were adversely affected as a result of a drought in the Jiangxi
Province and excessive rains in the Henan, Jiangsu and Anhui Provinces. Certain
agriculture policies enacted in North China had the effect of limiting the
farmer's initiative to plant crops, including stevia. As a result, since
September 2003, declining supply of raw materials has resulted in a steady
increase in the market price of dry leaves and finished product. The cost of
stevioside went up, followed by the rising prices. Currently the price of stevia
leaves is approximately RMB 15,000 per ton, or approximately $1,812 per ton, and
the price of stevioside ranges from approximately RMB 270,000 to approximately
RMB 280,000 per ton, or approximately $33,220 per ton. As a result of the
planting contracts we have entered into with local farmers and our inventory of
dry leaves at the time of the price increases, we have been able to ensure our
supply of stevia leaves at reasonable prices.

         Stevioside products are graded by the quality and the prices vary from
different grades. Each grade has a national reference price which is fixed upon
the national average cost of goods sold for a certain period. Taking into
account the slight difference of producing cost at the same grade due to the
different manufacturing environment, the selling price of stevioside products at
the same grade may float within a 3% to 5% range based on the reference price.
As a representative of the whole industry and a member of National Price
Corresponding Team, our company also participants in the setting of the national
united reference price of the stevia seeds, dry leaves and stevioside.

         Manufacturing, extraction and packaging; and resale distribution

         We use the traditional extraction technology of a natural "aqueous
extraction" process which involves the use of purified water extraction and air
dehydration to produce our stevioside. This all natural method results in a pure
white stevia crystal, with no brownish coloring. We set our production schedules
based on the market demand and our capability. In 2001, we increased our annual
productivity of stevioside from 100 tons to 200 tons by utilizing an advanced
technology alteration that improves the purity and production of the stevioside.
We also have acquired new technology which enhances the extraction process
enabling us to increase the purity of our stevioside which results in a more
flavorful product. We are cooperating with the China Agriculture Institute and
other national research facilities to increase the output of stevioside by
improving the manufacturing protocol and developing new products.

         The extraction process for stevioside generally takes seven days. The
plant leaves are first dried and then undergo a quality control inspection to
ensure only good quality leaves are used in the extraction process. We then use
a combined process involving a solid/liquid extraction step, followed by a
liquid/liquid-purifying step that is traditionally used to extract the
steviosides from stevia. Once the extraction process has been completed, the
final product is ready for packaging and shipment to our customers. We bulk
package our stevioside in 10 kilo packages, two per box.

         We generally maintain an inventory of stevia leaves equal to
approximately one year of finished product as well as an inventory as we need
approximately 200 tons of stevia leaves to maintain a regular production
schedule. We generally maintain an inventory of finished product equal to
approximately one month's average sales.

         We also purchase and resell finished stevioside product from third
party manufacturers. For fiscal year ended April 30, 2005 and for the nine
months ended January 31, 2006 we manufactured approximately 88 tons and 75 tons,
respectively, and purchased and resold approximately 96 tons and 92 tons,
respectively, from third party manufacturers. For fiscal year ended April 30,
2004 we manufactured approximately 150 tons and purchased approximately 84 tons
from third party manufacturers.
We purchase the stevioside finished product directly from other
manufacturers. We have four unaffiliated suppliers to obtain the lowest cost. We
do not have any contracts with these suppliers. We generally place orders for
stevioside products with our suppliers based upon our internal estimates of the
amounts we can manufacture and the remaining amount we will need to fill an
order of a customer. During the fiscal year ended April 30, 2005, approximately
52% of our total net revenues from this product group were generated from
reselling approximately 96 tons of stevioside purchase from third party
manufacturers, of which our four suppliers supplied us with approximately 11
tons, 16 tons, 30 tons and 38 tons, respectively.

         From June 2004 to September 2005 we were involved in upgrading,
expanding and moving our stevioside production to a different location which
resulted in our not being able to manufacture stevioside during such time. We
have begun manufacturing production. This manufacturing facility will provide us
an aggregate production capacity of 300 tons of stevioside per year. The main
facilities are comprised of extraction technology and spray towers for high
temperature drying. Until such time as the facility is fully operational, in the
event we receive orders for Stevioside in excess of our manufacturing capacity,
we intend to purchase from other manufacturers and resell these goods to our
customers to fill orders. During the first year of operations under the new
facility, we anticipate manufacturing no more than 200 tons of Stevia and
purchase and resell from other manufactures any amounts in excess thereof.

         Veterinary medicines

         We manufacture and sell a comprehensive group of veterinary medicines
including seven series of more than 200 products. For the fiscal year ended
April 30, 2005 and the third quarterended January 31, 2006 sales of this product
group represented approximately 28% and 30%, respectively, of our total net
revenues.

         According to the China Animal Health Association, we are one of the top
three companies in this product category in Shandong Province and one of the top
50 in the PRC. We are a leading advocator of preparing the animal medicine from
Chinese herbs, especially in antivirus and feed additives. We are concentrating
our efforts in this product category on developing and producing medicines which
are relevant to the needs of the animal stock industry in the PRC, and
developing special veterinary medicines made from pure Traditional Chinese
medicines or combining Traditional Chinese medicine with Western medicine. Our
products in this group include veterinary medicine (Traditional Chinese medicine
and Western medicine), feed additives, feeds and disinfectors. These products
are sold to 28 Provinces of China.

         We also manufacturer and sell animal feed additives. Historically,
antibiotics were added to animal feed in an effort to produce healthier animals.
However, scientists now believe that this practice can produce some unforeseen
and unwanted effects. Some studies indicate that the antibiotics and chemical
compound medicines that are contained in feeds will accumulate in the animal
body, and can possibly cause harm to human beings. Penicillin, streptomycin and
sulfanilamide medicines often emit allergic and abnormal reactions; aureomycin
can lead to allergic reactions; chloromycetin can arouse anti-regenerating
anemia, hemoblast reducing, and liver damnification; olaquindox can cause
abnormal gene development; and furazolidone can create cancerous cells in animal
organisms.
Scientists also believe that incorporating antibiotics into animal
feeds could, over a long period of time, convert some bacteria into antibiotic
resistant bacteria. Under this assumption, these antibiotic resistant bacteria
then spread the antibiotic resistant genes to other sensitive bacteria,
generating the resistance to some medicines which then inhibit or prevent the
cure of certain diseases that originally could be prevented and cured by such
medicines.

         The use and/or abuse of antibiotics has affected countries around the
world. For example, in Belgium, France, Germany and Holland, dioxins polluted
the feeds and in turn caused damage to the livestock population. The outbreak of
bovine spongiform encephalopathy (BSE or Mad Cow disease) in Britain not only
decimated the British livestock markets but had a worldwide effect on beef
production. It was reasoned that a certain population of virus in these cows
might have developed a drug-resistant strain. In recent years, many countries
have regulated the use of antibiotics additives through legislation. In the
middle of the 1970's, the European Economic Council adopted regulations
prohibiting the use of penicillin and acheomycin as feed additives. In 1977,
U.S. Food and Drug Administration limited using bacteriophage as the feed
additive and regulated the zinc-bacitracin as the special feed additive for the
livestock and birds. Since olaquindox, furazolidone and chloromycetin were
forbidden as applications on edible animals in the European Community, the EU
began to forbid four antibiotics including zinc-bacitracin and tylosin to use in
feeds at the end of 1998.

         Animal feed additives based upon Traditional Chinese medicine are
increasingly being regarded as desirable as they lack the drawbacks of chemical
compounds, even though these Traditional Chinese medicines may not be as potent
as chemical compounds in terms of stimulating growth of livestock. Many
Traditional Chinese medicines have double functions of nourishment and
medicament, which not only accelerate the sucrose metabolism of the organism and
synthesis of the protein and enzyme, but also increase the efficiency of the
antibody and the growth of the sex gland. The health growth of the sex gland
would in turn enhance muscular system development. The Traditional Chinese
medicines have the effect of sterilizing and resisting the bacteria and
adjusting the organism immunity function. As a result of these benefits, many
countries are developing and researching the natural Traditional Chinese
medicine feed additives.

         Compared with antibiotics and chemical compounds feed additives, the
natural Traditional Chinese medicine feed additives have the following
advantages:

        o    non-diathesis  antibacterial  function  which  can not only
             sterilize  and resist bacteria, but also adjust organism immunity
             function;

        o    no or little harmful remains;

        o    pathogenic microbe can not generate the anti-medicine character
             easily; and

        o    the materials are abundant and can be used locally.

         We sell a plant polysaccharid and flavonoid extraction compound feed
additive that is all natural with no side effects and that can be substituted
for antibiotics and the chemical compounds which are added in animal feeds. We
believe our product provides a number of benefits, including resolving the
harmful remains problem of meat, eggs and milk that could be toxic to humans,
efficiently reducing the content of the fat and cholesterol, improving the taste
of livestock and birds and producing safe and healthy animal foods.
Some of the features of our polysaccharid and flavonoid extraction
compound are:

        o    Substitute the antibiotics  and chemical  compounds which reduce
             the levels of medicines  which are present in the remains of the
             livestock  and birds products.

        o    Improves growth and improve the disease-resistance of the animal.

        o    Balance the micro-circumstance of the animal intestines which
             in turn prevents or aids in the resistance to diseases. The
             plant Oligosaccharide which is contained in our product can
             greatly promote the multiplication of the lactobacilli and
             bifidus and adjust the PH parameter in intestines. Large
             molecules biologic active substances such as plant alkaloid
             can restrain the growth of the pathogeny in intestines and
             prevent the occurrence of intestines deceases effectively.

        o    Increase anti-stimulation response ability. It can relax the
             anti-stimulation action caused by high temperature and high
             density in breeding and can stabilize the production
             capability.

        o    Reduce feeds cost. The product contains plant active
             substances such as flavonoid, multi-hydroxybenzene, which can
             restrain the growth of the mildew effectively, have an obvious
             function of food-luring. and largely increase the amount of
             food-taking. So it can reduce the dosage of the mildew-proof
             dose, acidification dose, anti-oxidizer, food-luring dose in
             the feeds.

         We also sell our brand of CIO2 food disinfector. ClO2, a chemical
employed in both industrial and commercial applications, was developed
successfully in 1985 by American Baihexing Company. It was regarded as a food
disinfector by the European Environmental Protection Unit and the U.S.
Environmental Protection Agency and was sanctioned as a food additive by the
U.S. Food and Drug Administration. Japan, Australia, and the European countries
followed and regarded it as the fourth generation of safe disinfector and food
additive that substituted the chlorine serial disinfectors. Due to its good
character, it was regarded as the A-grade safe additive by the World Health
Organization and was strongly promoted on a global scale.

         China began to expand the use of the ClO2 disinfector at the beginning
of the 1990s. In 1992, it was listed in health standard by the China National
Food Additive Standard Committee. On February 19, 2004, we attended the Bird Flu
convention conference organized by the Ministry of Agriculture in Beijing. The
Ministry of Agriculture sanctioned our new ClO2 disinfector as a Ministry
recommended product for Bird Flu prevention.

         Our Sunwin brand ClO2 disinfector is a steady ClO2 disinfector and can
be used directly without activation and dilution. The traditional ClO2
disinfector requires a stability dose to stabilize it after production and needs
to be activated and diluted before use. If it is not used in time after
activation, the effective substances will be depleted thoroughly in four to six
hours. Our product can restrain the chemical activity of the activated ClO2 and
can control the ClO2 to release the effective compounds slowly. The product has
a storage life of 18 months after dilution. At present, this steady ClO2
disinfector product has been used in a wide variety of disinfectant and
sterilization applications including waste and sewage disposal and sterilization
of food utensils.

 During fiscal year 2005 and the first two quarters of fiscal year 2006 we were
involved in reconstructing an additional veterinary production line into a new
facility. This new facility has been completed and we have moved all operations
related to the manufacture of animal medicine into the new facility. While we
are not currently manufacturing in the prior facility, we are continuing to
lease that facility in the event demand increases significantly. Presently we
have maintained production levels in the new facility consistent with the prior
facility. Furthermore the new facility will allow us to increase production
capacity. Both facilities meet the good manufacturing practice ("GMP") standards
established by the Chinese government for the production of veterinary medicine
products.

         Our customers

         We sell our veterinary medicine products on a wholesale and retail to
livestock and poultry farmers, retail veterinary product outlets and large scale
cultivating businesses. Our principal customers include Chengde Chengxing Animal
Hospital, Ha'erbin Donghui Veterinary Products Store, Xiantan Golddragon
Veterinary Co. Ltd., Gao'an Aquatic Bureau, Shandong Veterinary Supervision
Office and Hebei Veterinary Station. No customer accounts for more than 10% of
our net revenues in this product category. We do not have contracts with our
customers and sales are made under a purchase order arrangement. General payment
terms for our veterinary medicine products range from prepaid prior to shipment
to net 60. We will provide certain discounts to customers if a customer pays us
three months in advance. The discount ranges from 2% to 3%. In the fiscal year
of 2005 and first quarter ended January 31, 2006, such discounts that Sunwin
gave were minimal

         Raw Materials

         We purchase the raw materials for medicines and feed additives produced
by us on the open market from a number of suppliers to ensure best price and
high quality ingredients. For products which are based on traditional Chinese
medicines, we use extract formulas produced by our traditional Chinese medicine
formula extract group described below. We have not experienced any difficulty in
obtaining the necessary raw materials for our veterinary medicine products.

         Traditional Chinese medicine formula extracts

         Our third product group is the manufacturing and sale of traditional
Chinese medicine formula extracts. These extracts are used in products made for
use by both humans and animals. For fiscal year ended April 30, 2005 and the
third quarter ended January 31, 2006 this product group represented
approximately 26% and 30%, respectively, of our total net revenues.
Traditional Chinese medicine is based on a "five element theory" and
those elements are wood, earth, metal, fire, and water. Our bodies have two
energy channels (meridians) representing organ systems in each of those five
elements of nature. Optimally, these all work in balance and in synchronized
harmony. In the process of defending against diseases for thousands of years,
Chinese herbal medicine has been developed and systemized based upon theoretical
principles as a means of both the prevention and treatment of illness and
disease. Complex systems of diagnostic methods take into consideration the
person as a whole, not just isolated symptoms. A "pattern of disharmony" is
discovered and treated accordingly. The aim is not necessarily to eliminate or
alleviate symptoms. The objective, rather, is to increase both the ability to
function and the quality of life. The restoration of harmony is integral to
Chinese herbal medicine. After a diagnosis is made, herbs are selected and
combined, or a well-known traditional formula is prescribed and the formula is
adjusted to fit the patient's symptoms and diagnosis.

         Modern medical science is experiencing a change from biological
research to biological-psychological-social research with traditional medical
science playing a more important role than ever. Many modern chemical medicines
contain high toxicities and present numerous side-effects. Purely chemical
medicines are difficult, time consuming and expensive to develop. We believe
that natural Chinese traditional medicines represent advantages over chemical
medicines and that the process of combining herbal extraction and chemical
medicines is becoming a popular alternative, following the current trends of
"natural" and "green" products in a variety of industries.

         According to our research, there are over 400 different commonly used
types of traditional Chinese medicine extracts. We manufacture and sell
approximately 120 different extracts which can be divided into the following
three categories:

        o        single traditional Chinese medicine extracts,
        o        compound traditional Chinese medicine extracts, and
        o        purified extracts, including active parts and monomer
                 compounds such as soy isoflavone.

         The following formula extracts and single extracts are our main
products.

                  Veterinary medicine products

                o     Epimedium powder which is used to tonify the kidney,
                      invigorate yang, strengthen muscles and bones and
                      as anantiheumaitc,

                o     mixed powder which is used to prevent and cure chronic
                      respiratory failure caused by septicemia and
                      infective bronchitis,

                o     Sihuang mixed powder which is used to cure colibacillois
                      and hypercathasis of poultry, and

                o     mixed powder used to cure seasonal febrile diseases of
                      poultry and bursa of fabricius and epiornitic,
Medium products for human medicine

                o     Astragalus root extracted powder which is used to
                      replenish qi and keep yang-qi ascending, to consolidate
                      superficial resistance to cause diuresis and to promote
                      pus discharge and tissue regeneration,

                o     Scutellaria root extracted powder which is used to remove
                      heat, dampness and toxic substances, to purge intense heat
                      and to prevent miscarriage,

                o     Honeysuckle flower extracted powder which is used to
                      remove heat and toxic substance and to dispel wind-heat,

                o     Liquorice extracted powder which is used to tonify the
                      middle-jiao and replenish qi to remove heat and toxic
                      substance, to moisturize the lung and arrest cough, and to
                      relieve spasm and pain, and

                o     Hawthorn fruit extracted powder which is used to remove
                      food stagnancy and blood stasis.

         Our customers

         We sell our traditional Chinese medicine formula extracts on a
wholesale basis to domestic traditional Chinese medicine manufacturers and large
animal pharmaceutical manufacturers. Our primary customers include Zhucheng
Xinde Foreign Trade Co., Ltd., Shangdong Liuhe Feed Co., Ltd., Najing
Traditional Chinese Medicine University, Taiyuan Hengfengqiang Bio-Tech
Development Co., Ltd., Beijing Xiangshang Veterinary Factory and Hefei Huarui
Co., Ltd. For the fiscal year ended April 30, 2005 and third quarter ended
January 31, 2006 revenues from one of our traditional Chinese medicine customers
represented approximately 10% and 11%, respectively, of our total net revenues
from this product group. We do not have contracts with our customers and sales
are made under a purchase order arrangement. We generally require 10% to 30%
deposit at the time when the order is submitted, and offer payment terms of
between six months to one year for the balance of the order. The accounts
receivable generated by our veterinary medicine product group represents 70% to
80% of our total accounts receivable from time to time. We will provide certain
discounts to customers if a customer pays us three months in advance. The
discount ranges from 2% to 3%. In the fiscal year of 2005 and third quarter
ended January 31, 2006, such discounts that Sunwin gave were minimal.

         Raw materials

         The business of extraction of Chinese herbs is a fast growing industry
in China following its membership in the WTO. Many industries, including
pharmaceutical companies, chemical companies, health product companies,
biological engineering companies and research and development institutions, have
entered the field. A key factor to success in this industry is where the herb
grows. "San Qi", a very popular herb, grows in Yun Nan province so many
companies engaging in extraction have established operations there. For the same
reason, the companies in Inner Mongolia are focusing on production of "Gan Cao"
extraction, and most companies in Ji Lin province are preparing the extraction
of ginseng while in Xin Jiang province, companies are extracting the "Ma Huang
Su" and "Gan Cao".
Currently, most raw material purchases are from the country's
well-known herbal planting bases in the Shangluo Area of Shanxi Province which
is located in Qinlin Area and nicknamed the Chinese Traditional Medicine
Treasury, as well as the Haozhou Area of Anhui Province and the Anguo Area of
Hebei Province, which are the two largest herbal markets of China. We purchase
raw materials from a number of suppliers to ensure favorable pricing, steady
supplies as well as quality materials.

         Formulation, Manufacturing and packaging

         We manufacture approximately 120 extracts used in traditional Chinese
medicine. The production time is generally seven days. These formulas are either
commonly used formulas published in the National Medicine Dictionary or
utilizing the Shandong Province industry standards, as well as formulas which
may have been developed by university research scientists or internally
developed by our R & D personnel. Formulas developed by our company must first
be approved by the Shandong Bureau of Quality and Technical Supervision prior to
use in our products.

         We operate one manufacturing facility for the traditional Chinese
medicine. This manufacturing facility meets the good manufacturing practice
("GMP") standards established by the Chinese government for the production of
traditional Chinese medicine.

         The raw materials are subjected to a combined process involving a
solid/liquid extraction step, followed by a liquid/liquid-purifying step to
obtain the purified extract. Once the purification process has been completed,
the extract is concentrated and re-filtering at which time it is ready for
packaging and shipment to our customers. The extracts are bulk packaged in 25
kilogram barrels. We utilize just in time manufacturing for our traditional
Chinese medicine extracts and do not maintain an inventory of finished products.

New Product Development

         We engage in new product development both through our internal research
facilities and in partnership with a number of research facilities in the PRC
including:

        o        Shandong Medical University where are project is the joint
                 development of molecular absorption purified
                 rutoside,

        o        Kelong Bio-Tech Co., Ltd. Biology and Physics Research Center
                 of Chinese Academy of Science where the project is the joint
                 development of soy bean oligosaccharide, and

        o        Tianfulai Bio-Tech Technology Co. Ltd. (Beijing) where the
                 project is the joint development of Traditional Chinese
                 medicine polysaccharide anthone extracted powder for forage.

         We also utilize the research facilities of Beijing Medical University,
China Agriculture University and Taiwan Renshan Bio-Tech Co. We pay for the use
of these facilities on an as needed basis and the costs are included in our
research and development expenses. For the fiscal years ended April 30, 2005 and
2004 we spent approximately $171,000 and approximately $192,000, respectively,
on research and development.
Our research findings which were developed jointly with Kelong Bio-Tech
Co. Ltd., Biology and Physics Research Center of the Chinese Academy of Science
and other findings in Chinese traditional medicine have been industrialized one
by one. Since 2000 we have successfully developed more than 40 veterinary
medicines used to treat infectious bursa of fabricius of poultry, prevention and
cure of bird influent disease and infection of digestive canal, prevention and
cure chronic respiratory failure caused by septicemic and infective bronchitis.
We have an additional nine new medications under development aimed at treating
diseases caused by protozoon and seasonal febrile diseases of poultry and bursa
of fabricius and epiornitic. Our current research and development projects
include saikosponin, a liquid used for headaches and a capsule for bursa.

Strategic Acquisition Plan

     Our board of directors has outlined an acquisition plan for the fiscal
years of 2007 and 2008 in order to achieve external growth. The acquisition
strategy is a two pronged approach. First, we will seek to consolidate Stevia
production in China by acquiring production facilities and manufacturing firms
in China. Second, we will seek to acquire exiting sales networks in order to
expand our sales around the world. Although we have targeted several acquisition
candidates that produce approximately 700 tons of stevioside per year in total,
we are not a party to any acquisition agreement or letter of intent as of the
date of this prospectus. Any acquisition will be subject to the availability of
sufficient financing and satisfactory due diligence. No assurance can be given
that we will be successful in our acquisition strategy, that any acquisitions
will close, or if closed, that the business combination with an acquired company
will increase our revenues or earnings.

Competition

         All of our product groups operate in highly competitive markets. There
are approximately 30 stevioside manufacturers in China, with only approximately
10 companies operating on a continuing basis. Of these 10 companies, our primary
competitors are Huaxian Stevia Factory and Julong Stevia Company who have an
annual output of stevioside in excess of 100 tons. Other companies periodically
enter the industry depending upon the market demand in that this part-time
participant may choose to stop production when the market is in its downturn and
the raw material is not available. This sporadic oversupply of product can
adversely affect our market share. In addition to competing with other Chinese
companies, we also compete with growers and processors in Japan, the world's
largest market for stevioside. We believe we compete in this product segment
based upon our production capabilities and product quality. In order to maintain
our industry position and as we seek to increase our market share in both the
domestic and international market, we have undertaken certain personnel
reorganizations to improve our operations.

         Our principal competitors in the sale of veterinary medicine products
are China Animal Husbandry Industry Co., Ltd., Qilu Animal Health Products
Factory Co., Ltd. and Shinjaizhuang Huamu Animal Husbandry Co. Ltd. In addition,
as China is a member of the WTO many good quality competitive products are
imported into the Chinese market at reasonable prices. We believe we hold
certain competitive advantages in this product segment based mainly on our
manufacturing capacity and advanced technology. We also focus on expanding our
product offerings and quality control. In order to maintain what we believe to
be a competitive position within this product segment we will need to change our
existing product delivery system from tablets and injections to sprays which
increase the convenience and accessibility for the end use. We also are
challenged to broaden our product line to meet consumer demand and compete with
foreign made products.

         The market in China for traditional medicine extracts is extremely
competitive. According to official statistics, at peak time, there are more than
500 companies engaged in herb extraction in China. Companies in many different
industries, including pharmaceutical companies, chemical companies, healthy
products companies, herb extraction companies, biological engineering companies
and research and development institutions, are now engaged in herb extraction.
Our major competitors include Anhui Xuancheng Baicao Plants Industry & Trade
Co., Ltd., Sichuan Shifangkangyuan Medicine Materials Co., Ltd. and Lanzhou
Lantai Bio-Engineering Tech Co., Ltd. Most products from these companies are
exported to overseas markets. Competitive factors primarily include price and
quality. We believe that we are able to effectively compete in our market
segment in China based upon the quality of the exclusive planting bases we have
under contract and our reputation in the market place. Globally, as demand for
our types of products expand we believe that we will be able to effectively
compete against similar companies from other countries as a result of the lower
costs of doing business in China, in particular the lower labor rates, and
China's soil and growing conditions which enable us to produce high quality
products.

         However, because the barriers to entry in the market are relatively low
and the potential market is large, we expect continued growth in existing
competitors in all of our product groups and the entrance of new competitors in
the future. Many of our current and potential competitors have significantly
longer operating histories and significantly greater managerial, financial,
marketing, technical and other competitive resources, as well as greater name
recognition, than we do.

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. Qufu has registered the Shengwang trademark with China National
Patent, Trademark and Intellectual Property Office. To protect our proprietary
rights, we rely generally on confidentiality agreements with employees and third
parties, and agreements with consultants, vendors and customers, although we
have not signed such agreements in every case. Despite such protections, a third
party could, without authorization, utilize our propriety technologies without
our consent. 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 located in the People's Republic of
China. We are subject to state and local environmental laws related to
certification of water release. We are subject to registration and inspection by
The Ministry of Agriculture of China with respect to the manufacture and
distribution of veterinary medicines and the State Food and Drug Administration
of China (SFDA) with respect to the manufacturing and distribution of
traditional Chinese medicine extracts. We are also licensed by the Shandong
Provincial Government to manufacture veterinary medicine and stevioside. We are
in substantial 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.

         PRC legal system

         Since 1979, many laws and regulations addressing economic matters in
general have been promulgated in the PRC. Despite development of its legal
system, the PRC does not have a comprehensive system of laws. In addition,
enforcement of existing laws may be uncertain and sporadic, and implementation
and interpretation thereof inconsistent. The PRC judiciary is relatively
inexperienced in enforcing the laws that exist, leading to a higher than usual
degree of uncertainty as to the outcome of any litigation. Even where adequate
law exists in the PRC, it may be difficult to obtain swift and equitable
enforcement of such law, or to obtain enforcement of a judgment by a court of
another jurisdiction. The PRC's legal system is based on written statutes and,
therefore, decided legal cases are without binding legal effect, although they
are often followed by judges as guidance. The interpretation of PRC laws may be
subject to policy changes reflecting domestic political changes. As the PRC
legal system develops, the promulgation of new laws, changes to existing laws
and the preemption of local regulations by national laws may adversely affect
foreign investors. The trend of legislation over the past 20 years has, however,
significantly enhanced the protection afforded foreign investors in enterprises
in the PRC. However, there can be no assurance that changes in such legislation
or interpretation thereof will not have an adverse effect upon our business
operations or prospects.

         Economic Reform Issues

         Since 1979, the Chinese government has reformed its economic systems.
Because many reforms are unprecedented or experimental, they are expected to be
refined and improved. Other political, economic and social factors, such as
political changes, changes in the rates of economic growth, unemployment or
inflation, or in the disparities in per capita wealth between regions within
China, could lead to further readjustment of the reform measures. We cannot
predict if this refining and readjustment process may negatively affect our
operations in future periods.

         Over the last few years, China's economy has registered a high growth
rate. Recently, there have been indications that rates of inflation have
increased. In response, the Chinese government recently has taken measures to
curb this excessively expansive economy. These measures have included
devaluations of the Chinese currency, the RMB, restrictions on the availability
of domestic credit, reducing the purchasing capability of certain of its
customers, and limited re-centralization of the approval process for purchases
of some foreign products. These austerity measures alone may not succeed in
slowing down the economy's excessive expansion or control inflation, and may
result in severe dislocations in the Chinese economy. The Chinese government may
adopt additional measures to further combat inflation, including the
establishment of freezes or restraints on certain projects or markets.
To date reforms to China's economic system have not adversely impacted
our operations and are not expected to adversely impact operations in the
foreseeable future; however, there can be no assurance that the reforms to
China's economic system will continue or that we will not be adversely affected
by changes in China's political, economic, and social conditions and by changes
in policies of the Chinese government, such as changes in laws and regulations,
measures which may be introduced to control inflation, changes in the rate or
method of taxation, imposition of additional restrictions on currency conversion
and remittance abroad, and reduction in tariff protection and other import
restrictions.

         China's Accession into the WTO

         On November 11, 2001, China signed an agreement to become a member of
the World Trade Organization (WTO), the international body that sets most trade
rules, further integrating China into the global economy and significantly
reducing the barriers to international commerce. China's membership in the WTO
was effective on December 11, 2001. China has agreed upon its accession to the
WTO to reduce tariffs and non-tariff barriers, remove investment restrictions,
provide trading and distribution rights for foreign firms, and open various
service sectors to foreign competition. China's accession to the WTO may
favorably affect our business in that reduced market barriers and a more
transparent investment environment will facilitate increased investment
opportunities in China, while tariff rate reductions and other enhancements will
enable us to develop better investment strategies for our clients. In addition,
the WTO's dispute settlement mechanism provides a credible and effective tool to
enforce members' commercial rights.

         Our History

         We were incorporated in Nevada on August 27, 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.

         Following this transaction, we continued to direct our efforts towards
the investment and development of real estate, initially in the Houston, Texas
market and also considered possible transactions in which a privately held
business would merge into our company in a transaction in which control of our
company would change hands. During fiscal 2003, we entered into a letter of
intent with Aerospace Technologies Limited, however, the letter of intent was
eventually terminated prior to the closing of any transaction.

         Effective on April 30, 2004, we acquired 100% of the issued and
outstanding shares of Sunwin Tech Group, Inc., a Florida corporation formed in
January 2004, ("Sunwin Tech") from its shareholders, in exchange for
approximately 17,000,000 shares of our common stock which resulted in a change
of control of our company. Concurrent with the closing of this transaction, our
officers and directors resigned and our current officers and directors were
appointed to their positions. In connection with the transaction, Sunwin Tech
purchased 4,500,000 shares of our common stock owned by our former principal
stockholders for $175,000, and, at the closing, Sunwin Tech distributed the
4,500,000 shares to Messrs. Baozhong Yuan, Laiwang Zhang, Xianfeng Kong and Lei
Zhang, pro-rata to their ownership of Sunwin immediately prior to the closing.
Following the transactions, the former Sunwin Tech shareholders own
approximately 68 % of our issued and outstanding capital stock.

         Qufu Natural Green Engineering Company, Limited, a PRC company ("Qufu")
is a wholly-owned subsidiary of Sunwin Tech. Effective February 1, 2004 Sunwin
Tech acquired 80% of the capital stock of Qufu from Shandong Shengwang
Pharmaceutical Corporation, Limited in exchange for 32,500,000 shares of Sunwin
Tech's common stock. Effective February 1, 2006, Sunwin Tech acquired the
remaining 20% of Qufu Natural Green Engineering Company, Limited from Shandong
Shengwang Pharmaceutical Corporation Limited. in exchange for 5,000,000 shares
of Sunwin common stock. Our president and Chairman, Laiwang Zhang is a control
person of Shandong Shengwang Pharmaceutical Corporation Limited.

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

Property

         Our principal executive offices and research and development facilities
are located in a building we share with Shandong Shengwang Pharmaceutical
Corporation, Limited under an oral agreement. The cost for this facility is
included in the annual management fee we pay Shandong Shengwang Pharmaceutical
Corporation, Limited.

         In October 2002 Qufu entered into a lease agreement with Shandong
Shengwang Pharmaceutical Corporation, Limited, an affiliate, which covers the
approximately 54,000 square foot facilities used by our Traditional Chinese
medicine formula extract product group. This lease, which expires in October
2012, provides for an annual rent of RMB 160,000, or approximately US$20,000,
payable in a lump sum yearly.

         In October 2002 Qufu entered into a lease agreement with Qufu LuCheng
Chiya Resident Commitment, an unaffiliated local governmental owned entity,
which covers the approximate 25,200 square foot facilities that was used by our
veterinary medicine product group prior to our move to our new facility. In
February 2006 the construction of a new facility dedicated to manufacturing
animal medicine was completed. We have moved all operations related to the
manufacture of animal medicine into the new facility. We presently maintain two
facilities capable of manufacturing animal medicine products but operate only
out of the new facility. We will continue to lease both facilities from Qufu
LuCheng Chiya Resident Commitment under one lease The lease, which expires in
August 2012, provides for annual rent of RMB 230,000, or approximately
US$28,500, payable in a lump sum yearly.
In April 2004 Qufu entered into a lease agreement with Qufu ShengDa
Industry Co., Ltd., an unaffiliated local governmental owned entity, which
covers the approximate 36,000 square foot facilities used by our stevioside
product group. This lease, which expires in April 2014, provides for annual rent
of RMB 30,000, or approximately US$3,750, for the first three years of the term
and thereafter increases to RMB 50,000, or approximately US$6,250 for the
balance of the lease term, payable in a lump sum yearly.

         We believe that these facilities are sufficient for our needs.
Legal Proceedings

         We are not a party to any pending legal proceeding, nor are we aware of
any legal proceedings being contemplated against us by any governmental
authority. We are not aware of any legal proceeding in which any of our
officers, directors, affiliates or security holders is a party adverse to us or
in which any of them have a material interest adverse to us.

Employees

         As of March 10, 2006, we employed the following:

      Function

(1)  Management and administration                                      47
(2)  Manufacturing (including quality control) and production          250
(3)  Research and development                                            9
(4)  Sales and marketing                                                85
                                                                       ----

                                                               Total   391

           All employees are primarily based in Qufu, China while some
managerial and sales personnel will occasionally work in other Chinese cities or
overseas for different projects. Each full-time Chinese employee is a member of
a local trade union. Labor relations have remained positive and we have not had
any employee strikes or major labor disputes. Unlike trade union in western
countries, trade unions in most parts of China are organizations mobilized
jointly by the government and the management of the corporation.

An investment in the securities offered hereby is speculative in nature and
involves a high degree of risk. The following factors are believed by management
to be all of the material risks that should be carefully considered by investors
before purchasing our shares.

                                  RISK FACTORS

         An investment in the securities offered hereby is speculative in nature
and involves a high degree of risk. The following factors are believed by
management to be all of the material risks that should be carefully considered
by investors before purchasing our shares.
RISKS RELATED TO OUR BUSINESS

The management of our company is located in the PRC and we are materially
dependent upon advisory services of a U.S. company.

            None of the current members of our management have any experience in
U.S. public companies and these individuals are not fluent in English, except
our recently appointed president. We have engaged China Direct Investments, Inc.
to provide us with various advisory and consulting services, including U.S.
business methods and compliance with SEC disclosure requirements. We selected
China Direct Investments, Inc. to provide these services to us in part because
its staff includes Chinese-speaking individuals with experience in the operation
and regulatory framework applicable to U.S. public companies. Until such time as
we are able to expand our board of directors to include English-speaking
individuals who have experience with the operation and regulatory framework
applicable to U.S. public companies, we are materially dependent upon our
relationship with China Direct Investments, Inc. Effective January 1, 2006, we
entered into a three-year agreement with China Direct Investments, Inc. to
provide business development and management services in exchange for 2,430,000
shares of our common stock issued under our 2006 Equity Compensation Plan. If
for any reason China Direct Investments, Inc. should fail to provide the
contracted services at the anticipated levels or fails to extend its services
and we have not added members to our board of directors with the requisite
experience, the abilities of our board of directors to do business as a U.S.
public company could be materially and adversely affected. In such instances, we
may be unable to prepare and file reports as required by the Securities Exchange
Act of 1934 on a timely basis which could lead to our common stock being removed
from the OTCBB.

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.

         We are a Chinese company and all of our business and operations are
conducted in China. We are a party to certain material contracts, including the
planting agreements with the farmers who supply the Stevia rebaudiana used in
our products and the lease for our principal offices and manufacturing facility.
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 not been
subject to 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 this hypothetical future events could have on our company.

Our business is highly dependent upon proprietary technologies.

         Our success depends on the knowledge, ability, experience and
technological expertise of our employees and on the legal protection of
proprietary rights. We claim proprietary rights in various unpatented
technologies, know-how, trade secrets and trademarks relating to extraction
processes used to make stevioside as well as certain of the traditional Chinese
medicine herbal extracts we sell. We believe these proprietary processes
increase the quality of our products and give us a competitive advantage in the
marketplace. We do not have any patents nor have we filed any patent application
for patents on our technologies and proprietary processes. If our competitors
independently develop technologies that are substantially equivalent or superior
to our processes, the resulting increased competition could reduce the demand
for our products. During the past 5 years we had 3 of our traditional Chinese
medicine products and 5 of our veterinary medicine products copied by
competitors which cause us to loss approximately 6%-8% of our revenues.

            We protect our proprietary rights in our products and operations
through contractual obligations, including nondisclosure agreements. There can
be no assurance as to the degree of protection these contractual measures may or
will afford. If these contractual measures fail to protect our proprietary
rights, any advantage those proprietary rights provided to us would be negated.

Each of our three main product groups operate in highly competitive businesses.

         Each of our product groups is subject to competition from other
manufacturers of those products. There are approximately 30 stevioside
manufacturers in China, but only approximately 10, including our company,
operate on a continuous basis with the remainder of the companies periodically
entering the market in times of increased demand. While we believe we are one of
the leading manufacturers of stevioside in the PRC, from time to time there is a
sporadic oversupply of this product which can decrease our market share and
competitive position in this product group. We compete against a greater number
of companies in the production of veterinary medicines and our ability to attain
a competitive position in this product market is dependent upon our ability to
change our existing product delivery system from tablets and injections to
sprays to increase ease of use. Because there are no assurances we will be
successful in this endeavor, we may never attain a competitive position in this
product group. Finally, our competition within the traditional Chinese medicine
formula extract portion of our business is the most intense. There are over 500
companies in China against whom we compete in the sale of traditional Chinese
medicine formula extracts and the barriers to entry in this product segment are
relatively low. If these other companies successfully market their products or
better market their products than our products, we may have a difficult time
marketing and selling our products. As a result, we cannot assure you that we
will be able to effectively compete in any of our product segments.

We depend on continued demand for our products.

         Our business is entirely dependent on the continued demand for our
products, especially our stevia sweeteners. Therefore, our success depends
significantly upon the success of our products in the marketplace. We are
subject to many risks beyond our control that influence the success or failure
of such products. While 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 (GB2760), the number of countries in the world which permit
the use of stevioside as a food additive is limited. In addition, while
stevioside may be used as a dietary supplement in the U.S. since the mid-1980's
the United States Food and Drug Administration has labeled stevia as an "unsafe
food additive."
We are highly dependent on our president, as well as his affiliated companies,
Shandong Shengwang Pharmaceutical Corporation Limited and Shandong Shengwang
Group Corporation.

         We are dependent upon the services of Mr. Laiwang Zhang, our president,
for the continued growth and operation of our company because of his experience
in the industry and his personal and business contacts in China. We do not have
an employment agreement with Mr. Zhang and we do not anticipate entering into an
employment agreement in the foreseeable future. We also do business with several
companies which are affiliated with Mr. Zhang.. We are dependent upon those
relationships to provide us with certain services, including increased buying
power and space for portions of our manufacturing facilities and office, which
we cannot readily obtain on our own without additional expense. We do not have
written agreements with any of these related parties.

         Although we have no reason to believe that Mr. Zhang or his affiliated
companies would discontinue their services with us, the interruption or loss of
these services would adversely effect our ability to effectively run our
business and pursue our business strategy as well as our results of operations.

We cannot control the cost of our raw materials, which may adversely impact our
profit margin and financial position.

         Our principal raw materials are stevioside and herbs used in the
formulation of traditional Chinese medicine extracts. The prices for these raw
materials are subject to market forces largely beyond our control, including
availability and competition in the market place. The prices for these raw
materials have varied significantly in the past and may vary significantly in
the future, including the increase of the stevia leaves in the later half of
2003 due to the plants being adversely affected by weather conditions. For
instance, in 2003 the South China planting bases were adversely affected as a
result of a drought in the Jiangxi Province and excessive rains in the Henan,
Jiangsu and Anhui Provinces. We may not be able to adjust our product prices,
especially in the short term, to recover the costs of increases in these raw
materials. Our future profitability may be adversely affected to the extent we
are unable to pass on higher raw material costs to our customers.

We depend on certain suppliers, and any disruption with those suppliers could d
elay product production and sales and adversely affect our relationships with
customers.

      The stevioside finished product and certain materials used in products we
manufacture are available from a limited number of suppliers. Further, we may
elect to develop relationships with a single or limited number of suppliers for
materials that are otherwise generally available. We have planting and purchase
agreements with our major suppliers of the stevia leaves. Although we believe
that alternative suppliers are available to supply materials and the stevioside
finished product, any interruption in the supply from any supplier could delay
product shipments and sales and adversely affect our relationships with
customers.
Rapid growth of our business could fail to translate into economic success.

         If we are successful in obtaining rapid market growth of our products,
we will be required to deliver large volumes of products to customers on a
timely basis at a reasonable cost to those customers. Such demand could create
working capital issues for us because we would need increased liquidity to fund
purchases of raw materials and supplies. If our business grows rapidly, we may
not be able to expand our manufacturing and quality control activities or
satisfy our commercial scale production requirements on a timely and
cost-effective basis. Rapid growth could also impede our ability to improve our
operations, management and financial systems and controls. The failure to manage
growth effectively could result in a failure to translate that growth into
economic success.

If we experience customer concentration, we may be exposed to all of the risks
faced by our material customers.

         For the fiscal year ended April 30, 2005 and for the third quarter
ended January 31, 2006 no customer or wholesaler represented 10% or more of our
total net revenues. However, revenues from two of our customers in our
stevioside group represented approximately 15% and approximately 10% of our
total net revenues from this product group, and one customer in our traditional
Chinese medicine group represented approximately 10% of our total net revenues
from this product group. Unless we maintain multiple customer relationships, it
is likely that we will experience periods during which we will be dependent on a
limited number of customers. Dependence on a few customers could make it
difficult to negotiate attractive prices for our products and could expose us to
the risk of substantial losses if a single dominant customer stops conducting
business with us. Moreover, to the extent that we are dependent on any single
customer, we are subject to the risks faced by that customer to the extent that
such risks impede the customer's ability to stay in business and make timely
payments to us.

We do not have a lease for our principal offices and research and development
facilities.

            We have not obtained a lease forprincipal offices and research and
development facilities which we use. We have, however, been granted verbal
permission and we pay a management fee to rent the facilities. Although we rent
the facilities on a month to month basis from Shandong Shengwang Pharmaceutical
Corporation, Limited, our affiliate, our business will be materially adversely
affected if we are evicted from any of the premises and need to relocate to new
facilities.

We depend on facilities to manufacture our products, which may be insufficiently
insured against damage or loss.

         We have no direct business operation, other than our ownership of our
subsidiaries located in China, and our results of operations and financial
condition are currently solely dependent on our subsidiaries' manufacturing
facilities in China. We do not currently maintain insurance to protect against
damage and loss to our facilities and other leasehold improvements. Therefore,
any material damage to, or the loss of, any of our facilities due to fire,
severe weather, flooding or other cause, would not be shared with an insurance
company, and if large enough, would have a material and negative effect on
producing our products and on our financial condition. If the damage was
significant, we could be forced to stop operations until such time as the
facilities could be repaired.
The products and the processes we use could expose us to substantial liability.

         We face an inherent business risk of exposure to product liability
claims in the event that the use of our technologies or products is alleged to
have resulted in adverse side effects. Side effects or marketing or
manufacturing problems pertaining to any of our products could result in product
liability claims or adverse publicity. These risks will exist for those products
in clinical development and with respect to those products that have received
regulatory approval for commercial sale. To date, we have not experienced any
problems associated with claims by users of our products. However, that does not
mean that we will not have any problems with respect to our products in the
future. We do not carry product liability insurance. The lack of product
liability insurance may expose us to enormous risks associated with potential
product liability claims.

Our holding company structure creates restrictions on the payment of dividends.

            We have no direct business operations, other than our ownership of
our subsidiaries. While we have no current intention of paying dividends, should
we decide in the future to do so, as a holding company, our ability to pay
dividends and meet other obligations depends upon the receipt of dividends or
other payments from our operating subsidiaries. In addition, our operating
subsidiaries, from time to time, may be subject to restrictions on their ability
to make distributions to us, including as a result of restrictive covenants in
loan agreements, restrictions on the conversion of local currency into U.S.
dollars or other hard currency and other regulatory restrictions. If future
dividends are paid in Renminbi, fluctuations in the exchange rate for the
conversion of Renminbi into U.S. dollars may adversely affect the amount
received by U.S. stockholders upon conversion of the dividend payment into U.S.
dollars. We do not presently have any intention to declare or pay dividends. You
should not purchase shares of our common stock in anticipation of receiving
dividends in future periods.

Our operations are subject to government regulation.  If we fail to comply with
the application 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 by
The Ministry of Agriculture of China with respect to the manufacture and
distribution of veterinary medicines and the State Food and Drug Administration
of China (SFDA) with respect to the manufacturing and distribution of
traditional Chinese medicine extracts. We are also licensed by the Shandong
Provincial Government to manufacture veterinary medicine and stevioside. While
we are in substantial 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, any non-renewal of these authorities 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.
We have not voluntarily implemented various corporate governance measures, in
the absence of which, stockholders may have reduced protections against
interested director transactions, conflicts of interest and other matters.

         We are not subject to any law, rule or regulation requiring that we
adopt any of the corporate governance measures that are required by the rules of
national securities exchanges or Nasdaq such as independent directors and audit
committees. It is possible that if we were to adopt some or all of the 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. Prospective
investors should bear in mind our current lack of corporate governance measures
in formulating their investment decisions

We may be exposed to potential risks relating to our internal controls over
financial reporting and our ability to have those controls attested to by our
independent auditors.

         As directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX
404"), the Securities and Exchange Commission adopted rules requiring public
companies to include a report of management on the company's internal controls
over financial reporting in their annual reports, including Form 10-KSB. In
addition, the independent registered public accounting firm auditing a company's
financial statements must also attest to and report on management's assessment
of the effectiveness of the company's internal controls over financial reporting
as well as the operating effectiveness of the company's internal controls. We
were not subject to these requirements for the fiscal years ended April 30,
2004, 2005 or 2006. We are evaluating our internal control systems in order to
allow our management to report on, and our independent auditors attest to, our
internal controls, as a required part of our annual report on Form 10-KSB
beginning with our report for the fiscal year ended April 30, 2007.

         While we expect to expend significant resources in developing the
necessary documentation and testing procedures required by SOX 404, there is a
risk that we will not comply with all of the requirements imposed thereby. At
present, there is no precedent available with which to measure compliance
adequacy. Accordingly, there can be no positive assurance that we will receive a
positive attestation from our independent auditors.

         In the event we identify significant deficiencies or material
weaknesses in our internal controls that we cannot remediate in a timely manner
or we are unable to receive a positive attestation from our independent auditors
with respect to our internal controls, investors and others may lose confidence
in the reliability of our financial statements and our ability to obtain equity
or debt financing could suffer.

We engage in a number of related party transactions which may not always be on
terms as favorable as we could receive from non-affiliated third parties.

            We historically have engaged in a number of transactions with
affiliated entities and we anticipate that we will continue to engage in such
transactions in future periods. For instance we use office and research space
under an oral agreement and lease manufacturing space from Shandong Shengwang
Pharmaceutical Corporation, Limited, a company controlled by our president and
Chairman of the Board. In addition, from time to time we advanced funds to
Shandong Shengwang Pharmaceutical Corporation, Limited and certain of its
affiliated entities to effectuate the purchase of equipment and hiring of
construction services for us at advantageous prices through the buying power
provided by Shandong Shengwang Pharmaceutical Corporation, Limited in connection
with our building additional manufacturing lines. We cannot assure you that the
terms of these transactions will always be as favorable to us as we might
receive from non-affiliated third parties. Purchasers of our common stock are
reliant upon management's judgment as to the reasonableness and fairness of the
terms of the various transactions.
RISKS RELATED TO DOING BUSINESS IN CHINA

Our operations are located in China and may be adversely affected by changes in
the political and economic policies of the Chinese government.

         Our business operations may be adversely affected by the political
environment in the PRC. The PRC has operated as a socialist state since 1949 and
is controlled by the Communist Party of China. In recent years, however, the
government has introduced reforms aimed at creating a "socialist market economy"
and policies have been implemented to allow business enterprises greater
autonomy in their operations. Changes in the political leadership of the PRC may
have a significant effect on laws and policies related to the current economic
reforms program, other policies affecting business and the general political,
economic and social environment in the PRC, including the introduction of
measures to control inflation, changes in the rate or method of taxation, the
imposition of additional restrictions on currency conversion and remittances
abroad, and foreign investment. Moreover, economic reforms and growth in the PRC
have been more successful in certain provinces than in others, and the
continuation or increases of such disparities could affect the political or
social stability of the PRC.

         Although we believe that the economic reform and the macroeconomic
measures adopted by the Chinese government have had a positive effect on the
economic development of China, the future direction of these economic reforms is
uncertain and the uncertainty may decrease the attractiveness of our company as
an investment, which may in turn have material and negative impact on the market
price of our stock. In addition, the Chinese economy differs from the economies
of most countries belonging to the Organization for Economic Cooperation and
Development ("OECD"). These differences include:

            *          economic structure;
            *          level of government involvement in the economy;
            *          level of development;
            *          level of capital reinvestment;
            *          control of foreign exchange;
            *          methods of allocating resources; and
            *          balance of payments position.

         As a result of these differences, our business may not develop in the
same way or at the same rate as might be expected if the Chinese economy were
similar to those of the OECD member countries.
The Chinese government exerts substantial influence over the manner in which we
must conduct our business activities.

            The PRC only recently has permitted provincial and local economic
autonomy and private economic activities. The government of the PRC has
exercised and continues to exercise substantial control over virtually every
sector of the Chinese economy through regulation and state ownership.
Accordingly, government actions in the future, including any decision not to
continue to support recent economic reforms and to return to a more centrally
planned economy or regional or local variations in the implementation of
economic policies, could have a significant effect on economic conditions in the
PRC or particular regions thereof, and could require us to divest ourselves of
any interest we then hold in Chinese properties.

Future inflation in China may inhibit economic activity in China.

         In recent years, the Chinese economy has experienced periods of rapid
expansion and high rates of inflation. During the past 10 years, the rate of
inflation in China has been as high as 20.7% and as low as -2.2%. These factors
have led to the adoption by the PRC government, from time to time, of various
corrective measures designed to restrict the availability of credit or regulate
growth and contain inflation. While inflation has been more moderate since 1995,
high inflation may in the future cause the PRC government to impose controls on
credit and/or prices, or to take other action, which could inhibit economic
activity in China, and thereby adversely affect the market for our products.

Any recurrence of severe acute respiratory syndrome, or SARS, or another
widespread public health problem, could adversely affect our operations.

         A renewed outbreak of SARS or another widespread public health problem
in China, where all of our revenue is derived, and in Shandong, where our
operations are headquartered, could have a negative effect on our operations.
Our operations may be impacted by a number of health-related factors, including
the following:

         * quarantines or closures of some of our offices which would severely
           disrupt our operations,

         * the sickness or death of our key officers and employees, and

         * a general slowdown in the Chinese economy.

         Any of the foregoing events or other unforeseen consequences of public
health problems could adversely affect our operations.

Restrictions on currency exchange may limit our ability to receive and use our
revenues effectively.

         Because all of our revenues are in the form of Renminbi, any future
restrictions on currency exchanges may limit our ability to use revenue
generated in Renminbi to fund any future business activities outside China or to
make dividend or other payments in U.S. dollars. Although the Chinese government
introduced regulations in 1996 to allow greater convertibility of the Renminbi
for current account transactions, significant restrictions still remain,
including primarily the restriction that foreign-invested enterprises may only
buy, sell or remit foreign currencies, after providing valid commercial
documents, at those banks authorized to conduct foreign exchange business. In
addition, conversion of Renminbi for capital account items, including direct
investment and loans, is subject to government approval in China, and companies
are required to open and maintain separate foreign exchange accounts for capital
account items. We cannot be certain that the Chinese regulatory authorities will
not impose more stringent restrictions on the convertibility of the Renminbi,
especially with respect to foreign exchange transactions.

The value of our securities will be affected by the foreign exchange rate
between U.S. dollars and Renminbi.

         The value of our common stock will be affected by the foreign exchange
rate between U.S. dollars and Renminbi. For example, to the extent that we
need to convert U.S. dollars into Renminbi for our operational needs and should
the Renminbi appreciate against the U.S. dollar at that time, our financial
position and the price of our common stock may be adversely affected.
Conversely, if we decide to convert our Renminbi into U.S. dollars for the
purpose of declaring dividends on our common stock or for other business
purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar
equivalent of our earnings from our subsidiaries in China would be reduced.

         Until 1994, the Renminbi experienced a gradual but significant
devaluation against most major currencies, including U.S. dollars, and there was
a significant devaluation of the Renminbi on January 1, 1994 in connection with
the replacement of the dual exchange rate system with a unified managed floating
rate foreign exchange system. Since 1994, the value of the Renminbi relative to
the U.S. Dollar has remained stable and has appreciated slightly against the
U.S. dollar. Countries, including the United States, have argued that the
Renminbi is artificially undervalued due to China's current monetary policies
and have pressured China to allow the Renminbi to float freely in world markets.
On July 21, 2005 the PRC reported that it would have its currency pegged to a
basket of currencies rather than just tied to a fixed exchange rate to the
dollar. It also increased the value of its currency 2% higher against the
dollar, effective immediately.

         If any devaluation of the Renminbi were to occur in the future, returns
on our operations in China, which are expected to be in the form of Renminbi,
will be negatively affected upon conversion to U.S. dollars. Although we attempt
to have most future payments, mainly repayments of loans and capital
contributions, denominated in U.S. dollars, if any increase in the value of the
Renminbi were to occur in the future, our product sales in China and in other
countries may be negatively affected.

We may be unable to enforce our rights due to policies regarding the regulation
of foreign investments in China.

         The PRC's legal system is a civil law system based on written statutes
in which decided legal cases have little value as precedents, unlike the common
law system prevalent in the United States. The PRC does not have a
well-developed, consolidated body of laws governing foreign investment
enterprises. As a result, the administration of laws and regulations by
government agencies may be subject to considerable discretion and variation, and
may be subject to influence by external forces unrelated to the legal merits of
a particular matter. China's regulations and policies with respect to foreign
investments are evolving. Definitive regulations and policies with respect to
such matters as the permissible percentage of foreign investment and permissible
rates of equity returns have not yet been published. Statements regarding these
evolving policies have been conflicting and any such policies, as administered,
are likely to be subject to broad interpretation and discretion and to be
modified, perhaps on a case-by-case basis. The uncertainties regarding such
regulations and policies present risks which may affect our ability to achieve
our business objectives. If we are unable to enforce any legal rights we may
have under our contracts or otherwise, our ability to compete with other
companies in our industry could be materially and negatively affected.

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.

         All of our assets are located outside the United States and all of our
current operations are conducted in China. Moreover, all of our directors and
officers are nationals or residents of China. 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 China 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 China against us or
such persons predicated upon the securities laws of the United States or any
state thereof.

                         RISKS RELATED TO THIS OFFERING

We will need to raise additional capital to expand our operations in future
periods. If we cannot raise sufficient capital, our ability to implement our
business strategies and continue to expand will be at risk.

            To fully implement our growth plan, over the next 12 months we
anticipate that we may require additional working capital for increasing our
inventory of raw materials and products, additional expansion of our facilities,
salaries and wages for additional employees, increased marketing and advertising
and possible business acquisitions. We are not presently a party to any
agreement with any third party for any acquisitions and given our limited
resources we may have difficulty closing the acquisition of any target companies
we may identify in the future. We believe we presently have sufficient working
capital to fund the additional growth of our company, however no assurance can
be given that we do therefore we may need to raise additional working capital to
complete our expansion. We do not presently have any external sources of capital
and will in all likelihood raise the capital in a debt or equity offering. If we
raise the necessary capital through the issuance of debt, this will result in
increased interest expense. If we raise additional funds through the issuance of
equity or convertible debt securities or if we issue equity or convertible
securities for the acquisition of services or a business combination, the
percentage ownership of our company held by existing stockholders will be
reduced and those stockholders may experience significant dilution. In addition,
new securities may contain certain rights, preferences or privileges that are
senior to those of our common stock. There can be no assurance that acceptable
financing to fund this expansion project can be obtained on suitable terms, if
at all. Our ability to continue to implement our growth strategy could suffer if
we are unable to raise the additional funds on acceptable terms which will have
the effect of adversely affecting our ongoing operations and limiting our
ability to increase our revenues in the future.
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 shareholders.

Because our stock currently trades below $5.00 per share, and is quoted on the
OTC Bulletin Board, our stock is considered a "penny stock" which can adversely
affect its liquidity.

         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
is 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.

This prospectus permits selling security holders to resell their shares. If they
do so, the market price for our shares may fall and purchasers of our shares may
be unable to resell them.

         This prospectus includes shares being offered by existing stockholders.
To the extent that these shares are sold into the market for our shares, there
may be an oversupply of shares and an undersupply of purchasers. If this occurs
the market price for our shares may decline significantly and investors may be
unable to sell their shares at a profit, or at all.
We cannot predict whether we will successfully effectuate our current
business plan. Each prospective purchaser is encouraged to carefully analyze the
risks and merits of an investment in the Shares and should take into
consideration when making such analysis, among others, the Risk Factors
discussed above.

                    SUNWIN INTERNATILA NEUTRACEUTICALS, INC.
                          2006 EQUITY COMPENSATION PLAN

Introduction

         The following descriptions summarize certain provisions of our Sunwin
International Neutraceuticals, Inc. 2006 Equity Compensation Plan. This summary
is not complete and is qualified by reference to the full text of the Plan. A
copy of the Plan has been filed as an exhibit to the registration statement of
which this prospectus is a part. Each person receiving a Plan option or stock
award under the Plan should read the Plan in its entirety.

         On February 7, 2006 ("Effective Date"), our Board of Directors
authorized, approved and adopted, the Plan covering 6,200,000 shares of common
stock. As of March 23, 2006, 5 million options have been granted under the Plan.

         The purpose of the Plan is to encourage stock ownership by our
officers, directors, key employees and consultants, and to give such persons a
greater personal interest in the success of our business and an added incentive
to continue to advance and contribute to us. Our Board of Directors, or a
committee of the Board, will administer the Plan including, without limitation,
the selection of the persons who will be awarded stock grants and granted
options, the type of options to be granted, the number of shares subject to each
Option and the exercise price.

         Plan options may either be options qualifying as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended, or
non-qualified options. In addition, the Plan allows for the inclusion of a
reload option provision, which permits an eligible person to pay the exercise
price of the option with shares of common stock owned by the eligible person and
receive a new option to purchase shares of common stock equal in number to the
tendered shares. Any incentive option granted under the Plan must provide for an
exercise price of not less than 100% of the fair market value of the underlying
shares on the date of grant, but the exercise price of any incentive option
granted to an eligible employee owning more than 10% of our outstanding common
stock must not be less than 110% of fair market value on the date of the grant.
The term of each Plan option and the manner in which it may be exercised is
determined by the Board of Directors or the committee, provided that no option
may be exercisable more than ten years after the date of its grant and, in the
case of an incentive option granted to an eligible employee owning more than 10%
of the common stock, no more than five years after the date of the grant. Unless
the Plan is approved by the Company's shareholders within one year of the
Effective Date, no incentive stock options may be granted and all incentive
stock options that may have been previously granted shall automatically be
converted into non-qualified stock options.
Eligibility

         Our officers, directors, key employees and consultants are eligible to
receive stock grants and non-qualified options under the Plan. Only our
employees are eligible to receive incentive options.

Administration

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

Shares Subject to Awards

         We have currently reserved 6,200,000 of our authorized but unissued
shares of common stock for issuance under the Plan, and a maximum of 6,200,000
shares may be issued, unless the Plan is subsequently amended (subject to
adjustment in the event of certain changes in our capitalization).Subject to the
limitation on the aggregate number of shares issuable under the Plan, there is
no maximum or minimum number of shares as to which a stock grant or Plan option
may be granted to any person. Shares used for stock grants and Plan options may
be authorized and unissued shares or shares reacquired by us, including shares
purchased in the open market. Shares covered by Plan options which terminate
unexercised will again become available for grant as additional options, without
decreasing the maximum number of shares issuable under the Plan, although such
shares may also be used by us for other purposes.

         The Plan provides that, if our outstanding shares are increased,
decreased, exchanged or otherwise adjusted due to a share dividend, forward or
reverse share split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares, an appropriate and proportionate adjustment
shall be made in the number or kind of shares subject to the Plan or subject to
unexercised options and in the purchase price per share under such options. Any
adjustment, however, does not change the total purchase price payable for the
shares subject to outstanding options. In the event of our proposed dissolution
or liquidation, a proposed sale of all or substantially all of our assets, a
merger or tender offer for our shares of common stock, the Board of Directors
may declare that each option granted under the Plan shall terminate as of a date
to be fixed by the Board of Directors; provided that not less than 30 days
written notice of the date so fixed shall be given to each participant holding
an option, and each such participant shall have the right, during the period of
30 days preceding such termination, to exercise the participant's option, in
whole or in part, including as to options not otherwise exercisable.
Terms of Exercise

         The Plan provides that the options granted thereunder shall be
exercisable from time to time in whole or in part, unless otherwise specified by
the Committee or by the Board of Directors.

         The Plan provides that, with respect to incentive stock options, the
aggregate fair market value (determined as of the time the option is granted) of
the shares of common stock, with respect to which incentive stock options are
first exercisable by any option holder during any calendar year shall not exceed
$100,000.

Exercise Price

         The purchase price for shares subject to incentive stock options must
be at least 100% of the fair market value of our common stock on the date the
option is granted, except that the purchase price must be at least 110% of the
fair market value in the case of an incentive option granted to a person who is
a "10% stockholder." A "10% stockholder" is a person who owns (within the
meaning of Section 422(b)(6) of the Internal Revenue Code of 1986) at the time
the incentive option is granted, shares possessing more than 10% of the total
combined voting power of all classes of our outstanding shares. The Plan
provides that fair market value shall be determined by the Board or the
Committee in accordance with procedures, which it may from time to time
establish. If the purchase price is paid with consideration other than cash, the
Board or the Committee shall determine the fair value of such consideration to
us in monetary terms.

         The exercise price of non-qualified options shall be determined by the
Board of Directors or the Committee, but shall not be less than the par value of
our common stock on the date the option is granted.

         The per share purchase price of shares issuable upon exercise of a Plan
option may be adjusted in the event of certain changes in our capitalization,
but no such adjustment shall change the total purchase price payable upon the
exercise in full of options granted under the Plan.

Manner of Exercise

         Plan options are exercisable by delivery of written notice to us
stating the number of shares with respect to which the option is being
exercised, together with full payment of the purchase price therefor. Payment
shall be in cash, checks, certified or bank cashier's checks, promissory notes
secured by the shares issued through exercise of the related options, shares of
common stock or in such other form or combination of forms which shall be
acceptable to the Board of Directors or the Committee, provided that any loan or
guarantee by us of the purchase price may only be made upon resolution of the
Board or Committee that such loan or guarantee is reasonably expected to benefit
us.

Option Period

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

         All Plan options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee shall die (a)
while our employee or (b) within three months after termination of employment by
us because of disability, or retirement or otherwise, such options may be
exercised, to the extent that the optionee shall have been entitled to do so on
the date of death or termination of employment, by the person or persons to whom
the optionee's right under the option pass by will or applicable law, or if no
such person has such right, by his executors or administrators.

         In the event of termination of employment because of death while an
employee or because of disability, the optionee's options may be exercised not
later than the expiration date specified in the option or one year after the
optionee's death, whichever date is earlier, or in the event of termination of
employment because of retirement or otherwise, not later than the expiration
date specified in the option or one year after the optionee's death, whichever
date is earlier.

         If an optionee's employment by us terminates because of disability and
such optionee has not died within the following three months, the options may be
exercised, to the extent that the optionee shall have been entitled to do so at
the date of the termination of employment, at any time, or from time to time,
but not later than the expiration date specified in the option or one year after
termination of employment, whichever date is earlier.

         If an optionee's employment shall terminate for any reason other than
death or disability, optionee may exercise the options to the same extent that
the options were exercisable on the date of termination, for up to three months
following such termination, or on or before the expiration date of the options,
whichever occurs first. In the event that the optionee was not entitled to
exercise the options at the date of termination or if the optionee does not
exercise such options (which were then exercisable) within the time specified
herein, the options shall terminate.

         If an optionee's employment shall terminate for any reason other than
death, disability or retirement, all right to exercise the option shall
terminate not later than 90 days following the date of such termination of
employment.

Modification and Termination of Plan

         The Board of Directors or Committee may amend, suspend or terminate the
Plan at any time. However, no such action may prejudice the rights of any holder
of a stock grant or optionee who has prior thereto been granted options under
the Plan. Further, no amendment to this Plan which has the effect of (a)
increasing the aggregate number of shares subject to this Plan (except for
adjustments due to changes in our capitalization), or (b) changing the
definition of "Eligible Person" under the Plan, may be effective unless and
until approved by our shareholders, if required, in the same manner as approval
of this Plan, if required. Any such termination of the Plan shall not affect the
validity of any stock grants or options previously granted thereunder. Unless
the Plan shall theretofore have been suspended or terminated by the Board of
Directors, the Plan shall terminate on February 7, 2016.

Federal Income Tax Effects

         The following discussion applies to the Plan and is based on federal
income tax laws and regulations in effect on December 31, 2004. It does not
purport to be a complete description of the federal income tax consequences of
the Plan, nor does it describe the consequences of state, local or foreign tax
laws, which may be applicable. Accordingly, any person receiving a grant under
the Plan should consult with his own tax adviser.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

         An employee granted an incentive stock option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of common stock received
upon exercise of the incentive stock option over the exercise price is an item
of tax preference under Section 57(a)(3) of the Code and may be subject to the
alternative minimum tax imposed by Section 55 of the Code. Upon disposition of
stock acquired on exercise of an incentive stock option, long-term capital gain
or loss is recognized in an amount equal to the difference between the sales
price and the incentive option exercise price, provided that the option holder
has not disposed of the stock within two years from the date of grant and within
one year from the date of exercise. If the incentive option holder disposes of
the acquired stock (including the transfer of acquired stock in payment of the
exercise price of an incentive stock option) without complying with both of
these holding period requirements ("Disqualifying Disposition"), the option
holder will recognize ordinary income at the time of such Disqualifying
Disposition to the extent of the difference between the exercise price and the
lesser of the fair market value of the stock on the date the incentive option is
exercised (the value six months after the date of exercise may govern in the
case of an employee whose sale of stock at a profit could subject him to suit
under Section 16(b) of the Securities Exchange Act of 1934) or the amount
realized on such Disqualifying Disposition. Any remaining gain or loss is
treated as a short-term or long-term capital gain or loss, depending on how long
the shares are held. In the event of a Disqualifying Disposition, the incentive
stock option tax preference described above may not apply (although, where the
Disqualifying Disposition occurs subsequent to the year the incentive stock
option is exercised, it may be necessary for the employee to amend his return to
eliminate the tax preference item previously reported). We are not entitled to a
tax deduction upon either exercise of an incentive option or disposition of
stock acquired pursuant to such an exercise, except to the extent that the
option holder recognized ordinary income in a Disqualifying Disposition.
If the holder of an incentive stock option pays the exercise price, in
full or in part, with shares of previously acquired common stock, the exchange
should not affect the incentive stock option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
incentive stock option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period, which commences as of the date the common stock, is issued to
the employee upon exercise of the incentive option. If an exercise is effected
using shares previously acquired through the exercise of an incentive stock
option, the exchange of the previously acquired shares will be considered a
disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.

         In respect to the holder of non-qualified options, the option holder
does not recognize taxable income on the date of the grant of the non-qualified
option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.

         In connection with the issuance of stock grants as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Stock grants received by a person who is subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is
considered subject to a substantial risk of forfeiture so long as the sale of
such property at a profit could subject the stockholder to suit under that
section. The rights of the recipient are treated as transferable if and when the
recipient can sell, assign, pledge or otherwise transfer any interest in the
stock grant to any person. Inasmuch as the recipient would not be subject to the
short swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 and the stock grant, upon receipt following satisfaction of condition
prerequisites to receipt, will be presently transferable and not subject to a
substantial risk of forfeiture, the recipient would be obligated to include in
gross income the fair market value of the stock grant received once the
conditions to receipt of the stock grant are satisfied.
Restrictions Under Securities Laws

       The sale of all shares issued under the Plan must be made in compliance
with federal and state securities laws. Our officers, directors and 10% or
greater shareholders, as well as certain other persons or parties who may be
deemed to be "affiliates" of ours under federal securities laws, should be aware
that resales by affiliates can only be made pursuant to an effective
registration statement, Rule 144 or other applicable exemption. Our officers,
directors and 10% and greater stockholders may also become subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                            SELLING SECURITY HOLDERS
         The information under this heading relates to resales of Shares covered
by this prospectus by persons who are our "affiliates" as that term is defined
under federal securities laws. These persons will be members of our Board of
Directors and/or officers of our company. Shares issued pursuant to this
prospectus to our affiliates are "control" shares under federal securities laws.

The following table sets forth
         - the name of each affiliated selling security holder,

         - the amount of common stock owned beneficially, directly or
           indirectly, by each affiliated selling security holder,

         - the maximum amount of Shares to be offered by the affiliated selling
           security holders pursuant to this prospectus,

         - the amount of common stock to be owned by each affiliated selling
           security holder following sale of the Shares, and

         Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to securities
and includes any securities which the person has the right to acquire within 60
days through the conversion or exercise of any security or other right. The
information as to the number of shares of our common stock owned by each
affiliated selling security holder is based upon our books and records and the
information provided by our transfer agent.

         We may amend or supplement this prospectus from time to time to update
the disclosure set forth in the table. Because the selling security holders
identified in the table may sell some or all of the Shares owned by them which
are included in this prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Shares, no
estimate can be given as to the number of Shares available for resale hereby
that will be held by the affiliated selling security holders upon termination of
the offering made hereby. We have therefore assumed, for the purposes of the
following table, that the affiliated selling security holders will sell all of
the Shares owned by them, which are being offered hereby, but will not sell any
other shares of our common stock that they presently own.
Persons who receive stock grants under the Plan and are deemed
affiliates, may effect sales of shares of common stock covered hereby not in
excess of 1% of our outstanding common stock of the Company in any three-month
period.

         Grants may be made to affiliates in the future which we are not able to
identify at this time. Before any of our affiliates sell any of his or her
shares received under the Plan, we will supplement this prospectus with the
required information regarding the names of the persons selling, the total
number of shares owned by these persons and the number of shares proposed to be
sold under this prospectus.
Shares to be     Percentage to be
         Name of Selling       Number of Shares      Shares to be     Owned After        Owned After
         Security Holder             Owned             Offered          Offering           Offering
     ------------------------ -------------------- ----------------- ---------------- -------------------
     Marc Siegel (2)               320,000              320,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------
     James Wang (2)                320,000              320,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------
     David Stein (2)               175,000              170,000                5,000                   *
     ------------------------ -------------------- ----------------- ---------------- -------------------
     Xiaowen Zhuang (3)             50,000               50,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------
     Jianjun Yan (1)               800,000              800,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------
     Jianhua Yan (1)               800,000              800,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------

     Fanjun Wu (1)                 800,000              800,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------

     Qiang Liu (1)                 800,000              800,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------

     Kaimin Zhang (1)              800,000              800,000                    0                  na
     ------------------------ -------------------- ----------------- ---------------- -------------------
* less than 1%.
(1)      The number of shares offered include 800,000 shares issuable upon the
         exercise of options at an exercise price of $1.25 per share received as
         compensation for service rendered to the Company as an employees.

(2)      Messers. Siegel, Wang and Stein are principals of China Direct
         Investments, Inc. The number of shares offered are shares of common
         stock received as compensation under a consulting agreement for
         advisory services rendered in association with China Direct
         Investments, Inc. under an agreement dated January 3, 2006.

(3)      The number of shares offered are shares of common stock received as
         compensation for consulting services rendered to the Company.

PLAN OF DISTRIBUTION

         The information under this heading includes resales of Shares covered
by this prospectus by persons who are our "affiliates" as that term in defined
under federal securities laws.

         The Shares covered by this prospectus may be resold and distributed
from time to time by the selling security holders in one or more transactions,
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more broker-dealers for resale of these shares as
principals, at market prices existing at the time of sale, at prices related to
existing market prices, through Rule 144 transactions or at negotiated prices.
The selling security holders in connection with sales of securities may pay
usual and customary, or specifically negotiated, brokerage fees or commissions.
The selling security holders may sell Shares in one or more of the
following methods, which may include crosses or block transactions:

         o through the "pink sheets", on the over-the-counter Bulletin Board, or
on such exchanges or over-the-counter markets on which our shares may be listed
from time-to-time, in transactions which may include special offerings, exchange
distributions and/or secondary distributions, pursuant to and in accordance with
the rules of such exchanges, or through brokers, acting as principal or agent;

         o in transactions other than on such exchanges or in the
over-the-counter market, or a combination of such transactions, including sales
through brokers, acting as principal or agent, sales in privately negotiated
transactions, or dispositions for value, subject to rules relating to sales by
affiliates; or

         o through the writing of options on our shares, whether or not such
options are listed on an exchange, or other transactions requiring delivery of
our shares, or the delivery of our shares to close out a short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling security
holders may arrange for other brokers or dealers to participate. The selling
security holders who are affiliates of the Company and others through whom such
securities are sold may be "underwriters" within the meaning of the Securities
Act for the securities offered, and any profits realized or commission received
may be considered underwriting compensation. Information as to whether an
underwriter(s) who may be selected by the selling security holders, or any other
broker-dealer, is acting as principal or agent for the selling security holders,
the compensation to be received by underwriters who may be selected by the
selling security holders, or any broker-dealer, acting as principal or agent for
the selling security holders and the compensation to be received by other
broker-dealers, in the event the compensation of other broker-dealers is in
excess of usual and customary commissions, will, to the extent required, be set
forth in a supplement to this prospectus. Any dealer or broker participating in
any distribution of the shares may be required to deliver a copy of this
prospectus, including the supplement, if any, to any person who purchases any of
the shares from or through a dealer or broker.

         We have advised the selling security holders that, at the time a resale
of the Shares is made by or on behalf of a selling security holder, a copy of
this prospectus is to be delivered.

         We have also advised the selling security holders that during the time
as they may be engaged in a distribution of the shares included herein they are
required to comply with Regulation M of the Exchange Act. With certain
exceptions, Regulation M precludes any selling security holders, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security.
Sales of securities by us and the selling security holders or even the
potential of these sales may have an adverse effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES
General

         The following description of our capital stock and provisions of our
Articles of Incorporation is a summary thereof and is qualified by reference to
our Articles of Incorporation, copies of which may be obtained upon request. Our
authorized capital consists of 200,000,000 shares of common stock, par value
$.001 per share and 1,000,000 shares of preferred stock, of which 63,704,776
shares of common stock and no shares of preferred stock are issued and
outstanding as of March 23, 2006.

Common Stock

         Holders of shares of common stock are entitled to share, on a ratable
basis, such dividends as may be declared by the board of directors out of funds
legally available therefor. Upon our liquidation, dissolution or winding up,
after payment to creditors, our assets will be divided pro rata on a per share
basis among the holders of our common stock.

         Each share of common stock entitles the holders thereof to one vote.
Holders of common stock do not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election of directors
can elect all of the directors if they choose to do so, and, in such event, the
holders of the remaining shares will not be able to elect any directors. Our
By-Laws require that only a majority of our issued and outstanding shares need
be represented to constitute a quorum and to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights and is not redeemable by us.

Preferred Stock

         Our articles of incorporation authorizes our board of directors to
create and issue series of preferred stock from time to time, with such
designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof as permitted under Nevada
law.

Transfer Agent and Registrar

         The transfer agent and registrar for our common stock is Colonial
Stock Transfer Co., 66 Exchange Place, Salt Lake City, Utah 84111.  Our transfer
agent may be reached by telephone at 801-355-5740.
EXPERTS

         The consolidated financial statements of Sunwin International
Neutraceuticals, Inc. as of April 30, 2005 and 2004, and for the years then
ended, appearing in our annual report on 10-KSB have been audited by Sherb &
Co., LLP, independent auditors, as set forth in their report thereon and are
incorporated by reference in reliance upon the authority of such firm as experts
in auditing and accounting.

                                 INDEMNIFICATION
         The Nevada Revised Statutes Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

(a) the officer or director conducted himself or herself in good faith;

(b) his or her conduct was in our best interests, or if the conduct was not in
an official capacity, that the conduct was not opposed to our best interests;
and

(c) in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful.

We may not indemnify our officers or directors in connection with a proceeding
by or in our right, where the officer or director was adjudged liable to us, or
in any other proceeding, where our officer or director are found to have derived
an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.
- Current Report on Form 10-KSB/A filed on November 7, 2005
        - Quarterly Report on Form 10-QSB filed on December 14, 2005
        - Quarterly Report on Form 10-QSB filed on March 16, 2006

    All reports and documents filed by us pursuant to Section 13, 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective date of filing of
such documents. Any statement incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that
a statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
prospectus.

           We hereby undertake to provide without charge to each person,
including any beneficial owner, to whom a copy of the prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, at 6 Youpeng
Road, Qufu, Shandong, China 273100, telephone number: (86)537-4424999 Item 4.
Description of Securities

         A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

        The Nevada Revised Statutes allow us to indemnify each of our officers
and directors who are made a party to a proceeding if (

a) the officer or director conducted himself or herself in good faith;

(b) his or her conduct wasin our best interests, or if the conduct was not in
an official capacity, that the conduct was not opposed to our best interests;
and
(c) in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful.

      We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director are found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

Item 7. Exemption From Registration Claimed

         Persons eligible to receive grants under the Plan will have an existing
relationship with us and will have access to comprehensive information about us
to enable them to make an informed investment decision. The recipient must
express an investment intent and, in the absence of registration under the Act,
consent to the imprinting of a legend on the securities restricting their
transferability except in compliance with applicable securities laws.

Item 8.

Exhibits

5.1 Opinion of Schneider Weinberger & Beilly LLP.*
10.1 Sunwin International Neutraceuticals, Inc. 2005 Equity Compensation Plan.*
23.1 Consent of Independent Certified Public Accountants.*
23.2 Consent of Schneider Weinberger & Beilly LLP. (included in Exhibit 5)*

* Filed herewith.

Item 9. Undertakings
          The undersigned small business issuer will:

         (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

                  (i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement; and notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospects filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in the volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and

                  (iii) Include any additional or changed material information
on the plan of distribution.

         (2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

         (3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

         (4) For determining liability of the undersigned small business issuer
under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a primary
offering of securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:

                  i. Any preliminary prospectus or prospectus of the undersigned
         small business issuer relating to the offering required to be filed
         pursuant to Rule 424;

                  ii. Any free writing prospectus relating to the offering
         prepared by or on behalf of the undersigned small business issuer or
         used or referred to by the undersigned small business issuer;

                  iii. The portion of any other free writing prospectus relating
         to the offering containing material information about the undersigned
         small business issuer or its securities provided by or on behalf of the
         undersigned small business issuer; and

                  iv. Any other communication that is an offer in the offering
         made by the undersigned small business issuer to the purchaser.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or preceding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Qufu, Shandong, China on March 20, 2006.

                          SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.

                         By:      /s/ Dongdong Lin
                         ------------------------------------------------
                                       Dongdong Lin,
                                       Principal Executive Officer

                         By:      /s/ Fanjun Wu
                         ------------------------------------------------
                                       Fanjun Wu,
                                       Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

     SIGNATURE                    TITLE                                DATE
     ---------                    -----                                ----

/s/ Laiwang Zhang         President and Chairman                  March 30, 2006
--------------------
Laiwang Zhang

/s/ Dongdong Lin         CEO, principal executive officer,        March 30, 2006
--------------------     Secretary and director

Dongdong Lin

/s/ Fanjun Wu            Chief Financial Officer and              March 30, 2006
--------------------     principal accounting officer
Fanjun Wu

/s/ Chengxiang Yan       Director                                 March 30, 2006
--------------------
Chengxiang Yan