SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_____________________
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 333-191063
Date of Report: March 16, 2016
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WINHA INTERNATIONAL GROUP LIMITED
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Nevada
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47-2450462
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(State of other jurisdiction of incorporation or organization
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(IRS Employer Identification No.)
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3rd Floor, No. 19 Changyi Road, Changmingshui Village
Wuguishan Town, Zhongshan City, P.R. China
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528458
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(Address of principal executive offices)
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(Zip Code)
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86-760-8896-3655
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(Registrant's telephone number including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements |
On March 16, 2016, the Registrant's management concluded that the financial statements of the Registrant for the quarter ended December 31, 2015 that were included in the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 should no longer be relied upon. The conclusion was based on the discovery that the financial statements did not reflect the proceeds from convertible debt issued by the Company's Australian subsidiary in December 2015 of $4,793,276 (AU$6,750,000).
The Chief Financial Officer of the Australian subsidiary, as authorized by the Registrant's Board of Directors, discussed the error and the restatement with the Registrant's independent accountant.
The Registrant will file an amendment to its Quarterly Report in which the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows will be restated. The following table shows the effect of the restatement.
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As at December 31, 2015
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Balance Sheets
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As reported
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As restated
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Cash and cash equivalents
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$
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13,345,966
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$
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18,206,668
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Total current assets:
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16,886,398
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21,747,100
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Total assets
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17,562,536
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22,423,238
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Convertible debt
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539,000
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5,399,702
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Total current liabilities
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3,668,292
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8,528,994
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Total liabilities and stockholders' equity
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17,562,536
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22,423,238
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For the
Nine Months Ended
Dec. 31, 2015
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Statements of Cash Flows
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As reported
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As restated
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Cash flows from financing activities:
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Proceeds from convertible debt
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$
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558,600
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$
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5,596,055
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Net cash provided by financing activities
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1,417,588
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6,455,043
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Effect of exchange rate changes on cash
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(538,608
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)
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(715,361
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)
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Net change in cash
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12,242,240
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17,102,942
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Cash, end of year
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13,345,966
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18,206,668
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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March 23, 2016
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Winha International Group Limited
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By: /s/ Chung Yan Winnie Lam
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Chung Yan Winnie Lam, President
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