SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NO.: 333-191063

Date of Report: ~~May~~July 2414, ~~2016~~2017

WINHA INTERNATIONAL GROUP LIMITED
Nevada	47-2450462
(State of other jurisdiction of	(IRS Employer
(State of other jurisdiction of incorporation or organization	(IRS Employer Identification No.)
incorporation or organization	Identification No.)
3rd Floor, No. 19 Changyi Road, Changmingshui Village Wuguishan Town, Zhongshan City, P.R. China	528458
(Address of principal executive offices)	(Zip Code)
86-760-8896-3655
(Registrant's telephone number including area code)

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 2.0102 Results ~~Completion~~ of ~~Disposition~~Operations ofand ~~Assets.~~Financial Condition

InOn ~~May~~July ~~2015~~14, ~~C&V International Holding Company~~2017, ~~Ltd. ("C&V"), a wholly-owned subsidiary of Winha International Group Limited (~~the "Registrant~~"),~~'s ~~organized~~Australian ~~as its~~ subsidiary, ~~under Australian law, Australia~~ Winha ~~Multimedia~~ Commerce and Trade ~~Co.,~~International ~~Ltd.~~Limited ("Australian Winha")~~. In February 2016 the Registrant acquired Sanmei International Investment Co.~~, filed ~~Ltd.~~with ~~("Sanmei"), a shell company organized under Anguillan law. In March 2015~~ the ~~Registrant~~Australian ~~contributed~~Securities toExchange ~~Sanmei all of~~ its ~~ownership~~Financial ~~interest~~Report ~~in C&V. In March 2015 C&V distributed,~~ for ~~no consideration, 40% of~~ the ~~capital~~Year ~~stock~~Ended of31 ~~Australian~~March ~~Winha: 7% was transferred to Zhuowei Zhong (Chairman of our operating subsidiary~~2017, ~~Zhongshan~~setting ~~Winha);~~forth 5%financial ~~was~~statements ~~transferred to Xinxi Zhong (daughter~~ of ~~Zhuowei~~Australian ~~Zhong); 4% was transferred to Zhifei Huang (CEO of Zhongshan~~ Winha), 3%during ~~was~~that ~~transferred~~period. A tocopy ~~Chung~~is ~~Yan~~being ~~Winnie~~filed ~~Lam~~as ~~(the~~an ~~Registrant's~~exhibit ~~CEO), 1% was transferred~~ to ~~each~~this ofCurrent ~~eleven of Zhongshan Winha's suppliers; the remaining 10% was transferred to two unaffiliated entities~~Report.

Pursuant to a contract made in March, 2016, on May 24, 2016 C&V distributed to Sanmei its 60% ownership of Australian Winha. Subsequently, Sanmei contributed to the capital of Australian Winha all of the outstanding capital stock of C&V. Because C&V, through two subsidiaries, owns all of the equity in our operating company, Zhongshan Winha, the result of these transactions was to reduce the Registrant's interest in its operating company, Zhongshan Winha, by 40%, as the Registrant's corporate structure is now:

The reduction in the Registrant's equity interest in its operating company will result in the Registrant recognizing a transaction loss of approximately $21.8 million during the year ended March 31, 2016.

The purpose of the reorganization is to facilitate a public offering of the capital stock of Australian Winha in Australia. The successful completion of an offering in Australia will further dilute the Registrant's ownership of Australian Winha.

Item 9.01 Financial Statements and Exhibits

~~Financial Statements~~Exhibits

~~Pro~~99.1 ~~forma~~Financial ~~financial~~Report ~~statements~~for ofthe ~~Winha~~Year ~~International~~Ended ~~Group~~31 ~~Limited~~March -2017 ~~to be~~ filed by ~~amendment~~Winha Commerce and Trade International Limited.

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.

July 8, 2016	Winha International Group Limited
July 17, 2016	Winha International Group Limited
	By:	/s/ Chung Yan Winnie Lam
	By: /s/ Chung Yan Winnie Lam
	Chung Yan Winnie Lam, President	~~Chung Yan Winnie Lam, President~~

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