UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K

(Mark
One)

|þ | Annual
    report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2011                      
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                           
|o | Transition
    report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ___________ to
    ___________



Commission
File Number 000-54125



|Zhong
    Wen International Holding Co, Ltd .          
|-------------------------------------------------------
|(Exact
    Name of Company as Specified in its Charter)



|Delaware                                                                                                    |  | 99-0368416             
|----------------------------------------------------------------------------------------------------------- |  | -----------------------
|(State
    or other jurisdiction of                                                                         |  | (I.R.S.
    Employer   
|incorporation
    or organization)                                                                          |  | Identification
    No.)
|                                                                                                            |  |                        
|1458
                                      North Yunmenshan Rd
        Qingzhou,
        Shandong, PR China |  |                        
|(Address
    of principal executive offices)                                                                |  | (Zip
    Code)         
|                                                                                                            |  |                        
|Registrant's
    telephone number, including area code:                                                     |  | (86536)
    330-8317   



|Securities
registered pursuant to Section 12(b) of the Act:
        None                                  
|----------------------------------------------------------------------------------------------------------
|Securities
registered pursuant to Section 12(g) of the Act:
        Common
        Stock, $0.001 par value

(Title
of Class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   YES  ̈
 NO þ



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES 
 ̈  NO þ



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



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



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. YES   ̈ NO þ



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



Large
Accelerated Filer  ̈ Accelerated Filer    ̈ Non-Accelerated Filer  ̈ (Do not check if a smaller reporting company)

Smaller
Reporting Company   þ



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  ̈  NO þ



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of April 12, 2012:  NONE.  The
registrant’s stock is quoted on the OTC Bulletin Board (symbol “ZWIH”), but to date the stock has not been traded.



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.



|Class                             |  | Outstanding
    at April 12, 2011
|--------------------------------- |  | ---------------------------------
|Common
    stock, $.001 par value |  | 4,000,000                        



List
hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3)
Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described
for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).  NONE.





(1)











TABLE
OF CONTENTS



|         |                                                                                                                  | Page
|-------- | ---------------------------------------------------------------------------------------------------------------- | ----
|         |                                                                                                                  |     
|         | Part
    I                                                                                                       |     
|         |                                                                                                                  |     
|Item 1.  | Business                                                                                                         | 4   
|Item 1A. | Risk Factors                                                                                                     | 5   
|Item 1B. | Unresolved Staff Comments                                                                                        | 7   
|Item 2.  | Properties                                                                                                       | 7   
|Item 3.  | Legal Proceedings                                                                                                | 7   
|Item 4.  | Mine Safety Disclosures                                                                                          | 7   
|         |                                                                                                                  |     
|         | Part
    II                                                                                                      |     
|         |                                                                                                                  |     
|Item 5.  | Market for Registrant’s
    Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 8   
|Item 6   | Selected Financial Data                                                                                          | 8   
|Item 7.  | Management's Discussion
    and Analysis of Financial Condition and Results of Operations                        | 9   
|Item 7A. | Quantitative and Qualitative
    Disclosures About Market Risk                                                   | 11  
|Item 8.  | Financial Statements
    and Supplementary Data                                                                  | 11  
|Item 9.  | Changes in and Disagreements
    with Accountants on Accounting and Financial Disclosure                         | 23  
|Item 9A. | Controls and Procedures                                                                                          | 23  
|Item 9B. | Other Information                                                                                                | 23  
|         |                                                                                                                  |     
|         | Part
    III                                                                                                     |     
|         |                                                                                                                  |     
|Item 10. | Directors, Executive
    Officers and Corporate Governance                                                       | 24  
|Item 11. | Executive Compensation                                                                                           | 24  
|Item 12. | Security Ownership of
    Certain Beneficial Owners and Management and Related Stockholder Matters               | 25  
|Item 13. | Certain Relationships
    and Related Transactions, and Director Independence                                    | 25  
|Item 14. | Principal Accounting
    Fees and Services                                                                       | 25  
|         |                                                                                                                  |     
|         | Part
    IV                                                                                                      |     
|         |                                                                                                                  |     
|Item 15. | Exhibits, Financial
    Statement Schedules                                                                      | 26  
|         | Signatures                                                                                                       | 27  







(2)











CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS



The
information discussed in this Annual Report includes “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange
Act”).  All statements, other than statements of historical fact, are forward-looking statements.  Examples
of such statements in this Annual Report concern planned expansion of the business, marketing plans, estimated amounts of new
capital that may be required to sustain the business, and competitive factors in our markets.



These
and other forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,”
“estimate,” “project,” “plan,” “believe,” “intend,” “anticipate,”
“will,” “continue,” “potential,” “should,” “could,” and similar terms
and phrases.  Though we believe that the expectations reflected in these statements are reasonable, they do involve
certain assumptions, risks and uncertainties.  Results could differ materially from those anticipated in these statements
as a result of certain factors, including, among others:



Increased
competition; inability or unwillingness of our principal shareholders to keep privately funding capital requirements, and/or banks
being unwilling to loan even with shareholder guarantees; lack of interest by the construction sector in the targeted markets
to buy the machinery we sell; the impact of the continued economic downturn; changes in People’s Republic of China (“PRC”)
and target markets regulations.







(3)







PART
I

Item
1. Business.



Introduction



We
were incorporated in Delaware on May 24, 2010, at which time we commenced operations.  From January 1, 2011 to December 31,
2011, we recognized revenue from sales of construction equipment of $314,483 and booked a net loss of $84,064.   See Item
7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Financial
Statements included in this Report.



As
the Company had significant operations underway at December 31, 2010, as of that date the Company ceased being a “shell
company” as defined in the Securities and Exchange Commission’s rule 12b-2.



Our
business is equipment products procurement for the construction industry, and project consultation for construction projects.  Initially,
for the procurement side of the business, Hong Kong Zhongwenbo International Group Company Limited (“Zhongwenbo,”
a company organized under Hong Kong law on June 23, 2010), entered into a Sales Agency Agreement on June 23, 2010, with Shandong
Zhongwen Industrial Group Company Limited (“SZIG”), a limited liability company established under the laws
of the PRC. Zhongwenbo is a wholly-owned subsidiary of the Company.



Under
the Sales Agency Agreement, Zhongwenbo is the exclusive global agent for SZIG, except for the PRC and Brazil (although the agency
territory allows sales in the Special Administration Regions of Hong Kong and Macau, and the Territory of Taiwan).  Zhongwenbo
will be paid a commission of five percent of the net sales value of the SZIG products it sells.  See “Business
- Sales Agency Agreement” below.  We have targeted certain developing countries in Southeast Asia for initial
marketing efforts.





Our
corporate structure is as follows.



Zhong
Wen International Holding Co., Ltd.

[a
Delaware corporation, referred to as the “Company” in this Annual Report]



Hong
Kong Zhongwenbo

International
Group Company Limited

[a
Hong Kong company, referred to as “Zhongwenbo” wholly-owned by the Company]



Qingzhou
RuiDong Trading Ltd.

[a
limited liability wholly foreign owned enterprise, referred to as “Qingzhou RuiDong,” ultimately owned entirely by
the Company]



In
third quarter 2010, through our subsidiary Zhongwenbo, we organized Qingzhou RuiDong as a wholly foreign-owned enterprise (“WFOE”)
under PRC law.  As a limited liability company ultimately owned entirely by the Company, WFOE status facilitates total
management control within the confines of PRC law; the ability to both receive and remit RMB to the Company as a Delaware corporation;
tax reporting and payment efficiencies that otherwise would not be available to the Company; and shareholder liability (i.e. potential
liability of the Company and Zhongwenbo) to debts being limited to their investment.. In addition, the establishment of Qingzhou
RuiDong will enhance the Company’s cooperative relationship and communications with SZIG.



Qingzhou
RuiDong’s business is the export of construction machinery and equipment.  As of July 2010, Qingzhou RuiDong leased
an office space at No. 1458, North Yunmenshan Lu, Qingzhou, Shandong.  In September 2010, Qingzhou RuiDong obtained
the following certificates necessary for its business, including (i) a Certificate for Approval for establishment of Enterprises
With Investment of Taiwan, Hong Kong, Macao and Overseas Chinese In the People’s Republic of China (issued by the People’s
Government of Shandong Province), with an initial validation period of 15 years; (ii) a Business License, issued by the Administration
of Industry and Commerce in Weifang, valid until September 13, 2025; and (iii) a People’s Republic of China Organization
Code Certificate , issued by The Quality & Technical Supervision Bureau of Weifang, valid through September 21, 2014.



In
October 2010, it obtained the Tax Affairs Certificate of Registry, issued by the national Taxation Bureau of Shandong, and opened
a corporate bank account with the Agricultural Bank of China.



The
Company, through Zhongwenbo, continues to operate from its Hong Kong location as a liaison office for overseas clients.  Zhongwenbo
has no actual business operations.



In
this Annual Report, Company refers to Zhong Wen International Holding Co. Ltd. as well as its subsidiaries Zhongwenbo and Qingzhou
RuiDong, unless otherwise stated.



The
Company’s business is selling, as agent under a Sales Agency Agreement with SZIG, machinery for construction projects, and
the providing of related consulting services to the construction industry.



SZIG
(organized in 1958, and located at Damu Village, Miaozi Town, Qingzhou City, Shandong Province, PRC) is engaged principally in
the mining and sale of iron ore, precision casting, and the  manufacture of construction equipment (concrete mixing
plants, concrete pumps, tower cranes, concrete mixers and batchers, cement loaders, and similar products).  Its products
are sold in nearly 30 cities and provinces in the PRC, and also are exported to the Middle East, the European Union, the United
States, Africa, and other areas.  SZIG’s principal facilities cover approximately 1,300 acres (including a building
of 100,000 square meters), with approximately 1,500 employees, of whom 56 are middle management and eight are senior engineers.





Sales
Agency Agreement



As
of June 23, 2010, Zhongwenbo (referred to below as the “Agent”) entered into a Sales Agency Agreement with
SZIG; this agency function is now being administered by Qingzhou RuiDong through its office in Qingzhou, Shandong, PRC.   The
following summarizes the material provisions of the Sales Agency Agreement, which was included as Exhibit 10.1 to our Registration
Statement on Form S-1 filed on June 21, 2010.



SZIG
sells approximately 2,000 Tower Cranes, 70 to 80 Concrete Mixing Stations, and approximately 80 sets of Concrete Pumps annually,
almost all in the PRC and Brazil.  SZIG entered into the Agreement with  Zhongwenbo to establish sales in
a number of the developing countries in the Association of Southeast Asian Nations (“ASEAN”) region (Singapore, Brunei
Darussalam, Malaysia, Thailand, the Philippines, Indonesia, Myanmar (Burma), Laos, Cambodia, and Vietnam), without bearing the
cost of setting up a marketing program.



Agency,
Territory and Term : The Agent is the exclusive agent for sale of designated SZIG products, in all areas except Brazil and
the PRC, though Hong Kong, Macau and Taiwan are not excluded (which areas as so limited are referred to as the “Territory”),
for a period of two years.  After expiration of the primary term, the Agreement will continue until terminated by either
party.



Termination: Either party may terminate the Agreement after notice to the other of breach of terms, subject to a 30 day cure period,   Termination
also may be effected by a party if the other party ceases business, enters into an arrangement with creditors, or enters into
insolvency proceedings.



Products
and Compensation : The Agreement specifies the SZIG products that the Agent may sell in the Territory (prices below are subject
to change in SZIG’s discretion).



Tower
Crane – Model No. QTC 63C – An upper-slewing fixed-type light crane, suitable for many industrial and civil applications.  Average
price approximately $47, 250.



Concrete
Mixing Station – Model No. HZS HLS - A set of batching machines to mix concrete material for construction.  Average
price approximately $242,950.



Concrete
Pump – Model No. HBT 80 – A concrete pump which is widely used in infrastructure and building construction.  Average
price approximately $4,100.



SZIG
is to pay the Agent a commission equal to 5% of the net sales value of each product sold (equal to amount charged the customer
less value added or other tax included in the sales price).  At Agent’s election, it may guarantee to SZIG the
performance of a customer’s purchase order, but a guarantee shall not cover customer’s performance failure caused
by SZIG’s default.



Marketing
and Local Compliance: All costs and expenses of the Agent’s marketing SZIG’s products in the Territory will be
borne by the Agent, and all promotional and advertising materials are subject to SZIG’s approval.  The Agent will
be responsible for obtaining local permits and licenses for its activities.



An
amendment to the Sales Agency Agreement (the “Amended Agreement”) was entered into on November 8, 2010 between SZIG
and Qingzhou RuiDong.  Under the Amended Agreement, Qingzhou RuiDong also acts as an agent to sell SZIG’s products.  Qingzhou
RuiDong is entitled to the commission equal to 5% of market price of all products for which a contract sale is made by Qingzhou
RuiDong on behalf of SZIG and additional 50% of any sales value above market price. In the event that Qingzhou RuiDong does not
fulfill 80% of the sales according to the sales plan, SZIG has the right to terminate the Amended Agreement. Otherwise, the duration
of the Amended Agreement is two (2) years.





(4)













Marketing



The
Company’s marketing strategy targets those companies engaged in the civil and commercial construction industry in the Territory,
with particular initial attention focused on the developing countries of Vietnam, Indonesia, Qatar, and Sri Lanka, which are within
the ASEAN region.  These countries are believed to be attractive markets due to a history of successful business relationships
with Chinese companies.  Further, these countries have significant potential for growth in the construction sector but
have few, if any, local construction machinery manufacturers.  Over time, we hope to expand our countries of interest.



Targeted
customers consist primarily of local building contractors and construction equipment rental companies.  As of April
12, 2012, a number of companies have contacted us and expressed strong interest in our SZIG products.



Competition



We
believe our principal competitors in the targeted countries are the three largest construction machinery manufacturers in
China (Sanyi Ahonggong, Ahonglian Zhongke, and Fangyan Group). All these companies have rights granted by the PRC (as does SZIG), to
export products, including equipment which is, in general, functionally equivalent to SZIG’s products,  Additionally,
these companies all offer prospective customers the option of having the standard equipment tailored to specific needs.  However,
their prices are in the range of 70% higher than SZIG’s prices.  SZIG has been in business for over 50 years and
its engineering staff also can customize products to specific needs, but still sell for up to 70% less than the competition.  Our
initial target countries have insignificant or no sales by competitors, so we deem these potential markets as possessing low to
non-existent barriers to market penetration.



Added
competitive advantages, particularly in our initially targeted country markets, is our ability to offer free training of the customer’s
technical personnel, and the ability of customers to buy equipment on the installment plan, with payments guaranteed by China
Export & Credit Insurance Company (which may be of particular interest to rental companies so they can match purchase payments
with rental income over a period of time).   We also offer on-site warranty service through local personnel we
would engage for the purpose; the costs of such service would be funded by SZIG through us.



Employees



We
have three executive employees: Mr. Sun Hongyi, President, Chief Executive Officer and Chief Financial Officer, Mr. Shen Peng,
Secretary; and Mr. Sun Qihua, Treasurer.  Each of these persons devotes full time to the Company. We have four other
employees, and will be hiring more and/or retain consultants as needed.







Item
1A. Risk Factors.



The
following risk factors should be carefully considered in evaluating the information in this Annual Report.



Risks
Related to the Business



Our
independent auditors have expressed doubt about our ability to continue as a going concern, which may hinder our ability to obtain
future financing and negatively impact the value of your investment in our shares.



Our
independent auditors have stated that our financial statements have been prepared assuming that we will continue as a going concern.
We have sustained operating losses since inception and our anticipated cash needs extend beyond current resources. As of December
31, 2011, we have negative working capital of $(117,487). See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” below.  The Company does not have a reliable source of future funding and
we currently have limited revenues from product sales.  Although our shareholders have indicated continuing financial
support for the Company, continued operations is dependent upon our obtaining necessary funds from shareholders or otherwise until
we have sufficient positive cash flow to support operations (see Note 1 to the Financial Statements in this Report).









We
may need additional capital, which we may be unable to obtain; should we fail to obtain sufficient financing, the business will
be adversely affected.



The
Company estimates that it will need additional funds along with expected revenue from operations in 2012 to continue growth and
fully implement its business plan.  Mr. Sun Hongyi may loan more money to the Company over and above loans made in 2011
(see Item 13, “Certain Relationships and Related Transactions, and Director Independence”). However, banks may
be unwilling to loan additional capital, even with Mr. Sun Hongyi’s personal guarantee to the banks, and current shareholders
and/or new investors may be unwilling to buy common shares.  Additionally, seeking capital from new investors could
be difficult (please see the risk factor captioned The Company may be in competition with the selling shareholders if the Company
seeks additional capital from new investors).   If we are unable to obtain financing in the amounts needed or on
terms acceptable to us, the Company’s ability to sustain operations and meet its legal obligations as a public company,
will be adversely affected.  See “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” below.



In
addition, to enhance the commercial relationship with SZIG, we may guarantee, for the benefit of SZIG, a customer’s contract
to purchase a SZIG product. The value to the Company, in terms of furthering the business relationship with SZIG, is not predicted.  However,
if we are required to honor a guarantee, our capital resources at the time would be negatively impacted.  If we were
called to honor the guarantee, but be unable to fund it, our relationship with SZIG could be impaired and could result in SZIG
terminating the Sales Agency Agreement.



The
Company may be in competition with the selling shareholders if the Company seeks additional capital from new investors.



If
we are unable to raise enough working capital from current shareholders (including Mr. Sun Hongyi) buying more shares from the
Company, and/or from bank loans guaranteed by Mr. Sun Hongyi, we may try to sell shares to new investors.  However,
because potential investors could buy stock in the public market (if one develops, which is not assured) from the selling shareholders
named in the Company’s September 2010 registration statement, the Company, in effect, could be competing with the selling
shareholders for new investor capital.  While it is possible the Company could offer shares to prospective new investors
at a discount to market prices, this could present a conflict of interest for the Board of Directors due to the dilution
that the current shareholders would experience, and could prevent the Company from raising capital from new investors.



The
Company faces competition in the market for machinery used in building construction.



There
are numerous companies that manufacture machinery for the building construction industry.  Some of SZIG’s competitors’
products have an overall design and capacity which are functionally similar to those made by SZIG (our principal under the Sales
Agency Agreement). Some of these companies are based in the PRC, others are located in Japan, Korea and other countries in Asia,
and still others are based in North America and the European Union.  Many of these competitors have established distribution
and/or sales agent networks, and provide financing to purchasers.  It will be difficult for us to make any meaningful
penetration into the global market.  Additionally, the Agreement precludes us from operating in Brazil and the PRC,
which are large markets for products such as those made by SZIG.





(5)







Our
business could be adversely affected by downturns in the construction industry.



Though
the global economic crisis may be ebbing, it continues to be a threat to the construction industry.  Construction activity
has increased significantly in the PRC, but (with limited exceptions) that country is outside our territory under the Sales Agency
Agreement.  Although we believe SZIG’s products are very competitive in design and cost against non-PRC based
manufacturers, the construction industry’s recovery in our territory is dependent on the cost of capital to project developers
and contractors.  Continued capital constraints will make our business more difficult, despite the cost advantages of
SZIG’s products.









The
Company’s business will be substantially dependent on SZIG.



The
Company’s business presently is dependent on one source – SZIG. Our present business focus is on marketing SZIG products.  Under
the Sales Agency Agreement, we are precluded from marketing or otherwise being involved with products made by other companies.   We
would be directly and adversely impacted if competitive pressures and/or PRC or global economic conditions (including those related
to currency fluctuations between the RMB currency in the PRC and US dollars or the Euro, that increase product prices), adversely
affect SZIG’s operations, increase the prices of its products, or lead to delayed delivery of products.  Additionally,
the Agreement has a term of two years, continuing thereafter unless either party elects to terminate.  There is no assurance
the Agreement would continue past two years, which means we will have a limited period of time to develop the marketing plan and
generate revenues sufficient to persuade SZIG to continue the Agreement past its primary term.



Should
we lose the services of our key executives, the business would be negatively impacted.



We
depend upon the services of our key executives, Mr. Sun Hongyi, President and CEO, who has significant experience in the marketing
of industrial machinery made in the PRC, Mr. Shen Peng, Secretary, who has general administration experience, and Mr. Sin Qihua,
Treasurer, who has worked as an accountant in the mining sector.  We do not maintain key man life insurance on these
men, and the Company does not have employment agreements with any of them.  Should we lose their services, it not likely
we would be able to replace them with equally competent and experienced personnel, particularly in view of the Company’s
limited capitalization.







Risks
Related to Doing Business in China



Certain
important certificates, permits, and licenses are subject to PRC governmental control and renewal, and the failure to obtain renewal
would adversely impact our business.



Doing
business in the PRC is subject to compliance with numerous permits and licenses.  Our licenses and permits, and those
required of SZIG, must be complied with and renewed periodically.  During the application or renewal process, businesses
will be evaluated and re-evaluated by the appropriate governmental authorities and must comply with the prevailing standards and
regulations, which may change from time to time. In the event that we or SZIG are not able to obtain or renew the certificates,
permits and licenses, all or part of our and/or SZIG’s PRC operations may be suspended by the government, which would have
a material adverse effect on our business and financial condition. Furthermore, if escalating compliance costs associated with
governmental standards and regulations restrict or prohibit any part of our or SZIG’s operations, it may adversely affect
our results of operations and profitability.



Uncertainties
with respect to the PRC legal system could limit the legal protections available to you and us.



We
presently conduct substantially all of our business through our indirect subsidiary Qingzhou RuiDong (a wholly foreign owned enterprise
(a “WFOE”)) under PRC law in order to benefit from certain pro-business policies in the PRC. See Item 1, “Description
of Business” above.  Our operations generally are subject to laws and regulations applicable to foreign invested
enterprises in China. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference
but have limited precedential value.  Since 1979, a series of new PRC laws and regulations have significantly enhanced
the protections afforded to intellectual property rights and various forms of foreign investments in China. However, since these
laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws,
regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which
may limit legal protections available to you and us. In addition, any litigation in China may be protracted and result in substantial
costs and diversion of resources and management attention.



As
our operating subsidiary, and all of our assets, are located outside the United States, it will be extremely difficult to acquire
jurisdiction and enforce liabilities against the Company and our officers, directors and assets based in China.



Although
the Company is a Delaware corporation, all our officers and directors reside, and all our assets are located, outside the United
States. As a result, it may be difficult or impossible to effect service of process within the United States upon our directors
or officers or the Company, or enforce against any of them court judgments obtained in United States’ courts, including
judgments relating to United States federal securities laws.  In addition, there is uncertainty as to whether the courts
of the PRC or Hong Kong would recognize or enforce judgments of United States’ courts obtained against us predicated upon
the civil liability provisions of the securities laws of the United States, or have jurisdiction to hear original actions brought
in the United States predicated upon the securities laws of the United States. Furthermore, because all of our assets presently
are located in the Hong Kong, it would also be extremely difficult to access those assets to satisfy an award entered against
us in United States court.



There
are risks associated with investing in companies trading on the over-the-counter bulletin board.



There
is presently no market for the Company’s common stock, and we cannot be certain that a public market will become available,
or that there will be sufficient liquidity to allow for their sale or transferability within the near future, or at all. Although
the Company is quoted on the OTC Bulletin Board (“OTCBB”) (symbol “ZWIH”), to date there has been no trading,
and there is no assurance that an active market will develop.



In
addition to the risks of investing in our stock, there are separate risks associated with investing in and trading the stock of
companies quoted on the OTCBB, including:



| | · | Absence
    of listing standards.  Companies listed on NASDAQ or national stock exchanges have to maintain strict standards
    of corporate governance (a majority of independent directors, and audit, compensation, and nominating committees comprised
    of independent directors), a minimum stock price, and various matters which have to be approved by shareholders.  OTCBB
    companies are not subject to such standards.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Inefficient
    trading and lower liquidity.  Stockholders of OTCBB companies frequently have difficulty in getting buy/sell orders
    filled promptly, and/or at expected prices.                                                                                                                                                                                                                                                    
| | · | Lower
    trading volume.  Though some OTCBB companies experience occasional periods of heavy trading, many OTCBB companies
    have lower trading volume, which contributes to the illiquidity of investing in such companies.                                                                                                                                                                                                        



Because
we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common
stock.



We
intend to retain future earnings, if any, to finance our business. As a result, we do not anticipate paying any cash dividends
in the foreseeable future. Our payment of any future dividends will be at the sole discretion of our Board of Directors after
considering whether we have generated sufficient revenues, our financial condition, operating results, cash needs, growth plans
and other factors. Accordingly, investors that are seeking cash dividends should not purchase our common stock.



Because
our shares are quoted on the OTCBB, we are subject to the “Penny Stock” rules, which may reduce the level of trading
activity in our stock.



Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the SEC.
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national
securities exchanges or quoted on NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current
bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and,
if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed
control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s
account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited
investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and
receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing
the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors
in our common stock may find it difficult to sell their shares.





(6)







OTC
Bulletin Board Considerations



The
OTC Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of
securities quoted on the OTCBB. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to
securities quoted on the OTCBB.



Although
the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not
meeting those standards, the OTCBB has no listing standards. Rather, it is the market maker who chooses to quote a security on
the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot
deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the OTCBB is that
the issuer be current in its SEC reporting requirements, and that the issuer obligates itself to file periodic reports and otherwise
comply with those provisions of the 1934 Act applicable to it. Investors may have greater difficulty in getting orders filled
because, in contrast to stock traded on NASDAQ, investors’ orders may be filled at a price much different than expected
when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.
Investors must contact a broker-dealer to trade OTCBB securities. Investors do not have direct access to the bulletin board service.
For OTCBB securities, there only has to be one market maker.



OTCBB
transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the OTCBB,
they are conducted by telephone. In times of heavy market volume, the limitations of this process may result in a significant
increase in the time it takes to execute investor orders. Therefore, when investors place market orders for an order to buy or
sell a specific number of shares at the current market price, the price of a stock may go up or down significantly during the
lapse of time between placing a market order and getting execution.



Because
OTCBB stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.





Item
1B. Unresolved Staff Comments.



None.





Item
2. Properties .



The
Company uses office spaces under leases (for the Hong Kong and Qingzhou offices). Rent expenses were $2,785 and $1,257 for the
years ended December 31, 2011 and 2010, respectively.



Item
3. Legal Proceedings.



None.



Item
4. Mine Safety Disclosures.



Not
applicable.







(7)











PART
II



Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Market
Information



Our
common stock is currently quoted on the OTC Bulletin Board, an inter-dealer quotation and trading system, under the symbol “ZWIH”
The quotation of our common stock on the OTCBB does not assure that a meaningful, consistent and liquid trading market exists.
To date our stock has not been traded. We cannot predict whether an active market for our common
stock will develop in the future. In the absence of an active trading market:



(1)           Investors
may have difficulty buying and selling or obtaining market quotation;

(2)           Market
visibility for our common stock may be limited; and

| | (3) | A
                                                                                                                       lack of
                                                                                                                       visibility
                                                                                                                       of our
                                                                                                                       common
                                                                                                                       stock may
                                                                                                                       have a
                                                                                                                       depressive
                                                                                                                       effect
                                                                                                                       on the
                                                                                                                       market
                                                                                                                       price for
                                                                                                                       our common
                                                                                                                       stock.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Recent
Sales of Unregistered Securities



In
2010, the Company issued 4,000,000 shares of restricted stock, for $40,000, to 20 investors resident in the PRC.  The
Company claims the exemption from registration of the issuance of these shares, which is available under Section 4(2) of the Securities
Act.



Purchases
of Equity Securities by Issuer and Affiliated Purchasers



We
have not repurchased any of our common stock and have no publicly announced repurchase plans or programs as of December 31, 2011.



Holders



We
have 20 holders of record of our common stock.



Dividend
Policy



Holders
of our common stock are entitled to dividends if declared by our Board of Directors out of funds legally available for payment
of dividends.  We have not declared any cash dividends on our common stock and do not anticipate paying dividends in
the foreseeable future.



Equity
Compensation Plans



We
do not have any equity compensation plans.



Transfer
Agent and Registrar



The
transfer agent and registrar for our common stock is Island Stock Transfer, with offices at 100 Second Avenue South, Suite 705S,
St. Petersburg, Florida 33701.



Item
6. Selected Financial Data.



|                                         |  | For the
    Period From            |          
|---------------------------------------- |  | ---------------------------------- | ---------
|                                         |  | Inception
      (May   24,   2010) |          
|Statement
    of Operations Data         |  | To
      December   31,   2011     |          
|                                         |  |                                    |          
|Revenue
    from Operations              |  | $                                  | 314,483  
|Total
    Costs and Expenses             |  |                                    | 330,608  
|Loss
    for the Period                  |  |                                    | 84,064   
|Loss
    per Share –Basic and Diluted    |  |                                    | (0.02)   
|Weigheted
    Average Shares Outstanding |  |                                    | 4,000,000



|                          |  | As
    of             |               
|------------------------- |  | --------------------- | --------------
|Balance
    Sheet Data    |  | December
    31, 2011 |               
|                          |  |                       |               
|Current
    Assets        |  | $                     | 1,419,127     
|Working
    Capital       |  |                       | (117,487)     
|Total
    Assets          |  |                       | 1,419,127     
|Total
    Liabilities     |  |                       | 1,536,61      
|Shareholders’
    Deficit |  |                       | (
    117,487)









(8)











Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.



The
following management’s discussion and analysis should be read in conjunction with our financial statements and the notes
thereto and the other financial information appearing elsewhere in this Report.



Overview



We
are a holding company and conduct all of our operations through our wholly-owned subsidiary, Zhongwenbo, and our indirect, wholly-owned
subsidiary, Qingzhou RuiDong, which act as agents under a Sales Agency Agreement with Shandong Zhongwen Industrial Group Co. Limited
(“SZIG”), and focus on developing sales of certain construction industry machinery.



For
the year ended December 31, 2011 we had 74 transactions. In order to enhance our operations, we need to continue to improve our
marketing strategy. We also have to initiate marketing of consulting services to the civil and commercial construction industry,
which is expected to include some companies to be targeted for selling SZIG products.



Results
of Operations



The
following table shows the financial data of the consolidated statements of operations of the Company and its subsidiaries for
the years ended December 31, 2011 and 2010. The data should be read in conjunction with the audited consolidated financial statements
of the Company and related notes thereto.



|                                        |  | For the year
                                                   ended
        December 31, 2011 |           |                                  | For the period from May 24, 2010
        (Inception) to
        December 31, 2010 |      
|--------------------------------------- |  | ----------------------------------------------------------------------------------------------- | --------- | -------------------------------- | --------------------------------------------------------------------------------- | -----
|                                        |  | In dollars                                                                                      |           | As a percentage of net
    sales |                                                                                   |      
|Revenue                                 |  | $                                                                                               | 314,483   |                                  |                                                                                   | 100  
|General
    and administrative expenses |  |                                                                                                 | (330,608) |                                  |                                                                                   | (105)
|Operating
    loss                      |  |                                                                                                 | (16,127)  |                                  |                                                                                   | (5)  
|Other
    income (expense)              |  |                                                                                                 |           |                                  |                                                                                   |      
|Other
    income                        |  |                                                                                                 | -         |                                  |                                                                                   | -    
|Total
    other income (expense)        |  |                                                                                                 | -         |                                  |                                                                                   | -    
|Loss
    before income taxes            |  |                                                                                                 | (16,127)  |                                  |                                                                                   | (5)  
|Income
    taxes                        |  |                                                                                                 | (67,937)  |                                  |                                                                                   | (22) 
|Net
    loss                            |  |                                                                                                 | (84,064)  |                                  |                                                                                   | (279)
|Other
    comprehensive income          |  |                                                                                                 |           |                                  |                                                                                   |      
|Foreign
    currency translation        |  |                                                                                                 | 56,845    |                                  |                                                                                   | 18   
|Comprehensive
    income (loss)         |  | $                                                                                               | (27,219)  |                                  |                                                                                   | (9)  
|                                        |  |                                                                                                 |           |                                  |                                                                                   |      
|Loss
    per share                      |  |                                                                                                 |           |                                  |                                                                                   |      
|Basic                                   |  | $                                                                                               | (0.02)    |                                  |                                                                                   |      
|Diluted                                 |  | $                                                                                               | (0.02)    |                                  |                                                                                   |      



Fiscal
Year Ended December 31, 2011 Compared to the Period from May 24, 2010 (Inception) through December 31, 2010



Operating
Revenue



For
the year ended December 31, 2011, we had revenue of $314,483 compared to $54,719 for the period from May 24, 2010 (Inception)
to December 31, 2010. The 475% increase in revenue between the two periods is mainly attributable to greater commission income
from SZIG for selling more of its products in 2011.



Operating
Expenses



General
and administrative expenses increased by approximately 78% to $330,608 for the year ended December 31, 2011 from $186,170 for
the period from May 24, 2010 (Inception) to December 31, 2010. The higher general and administrative expenses were primarily
due to having a full year of operations in 2011 and expenses related to increased sales of SZIG products.



Net
Loss



We
incurred a net loss of $84,064 for the year ended December 31, 2011 compared to a loss of $142,008 for the period from May 24,
2010 (Inception) to December 31, 2010, a decrease of $57,944 or approximately 41%. A majority
of the net loss was the result of income taxes of $67,937 in the PRC.



Liquidity
and Capital Resources



At
December 31, 2011, we had cash and cash equivalents of $67,003 compared to $90,718 at December 31, 2010. The following table provides
detailed information about our net cash flow for all financial statements periods presented in this report.



(9)









Cash
Flow



|                                                         |  | For
    the year ended December 31, 2011 |           | For the period from
        May 24, 2010
        (Inception) to
        December 31, 2010 |  
|-------------------------------------------------------- |  | ---------------------------------------- | --------- | ----------------------------------------------------------------------------------------- | -
|                                                         |  |                                         
|Net
    cash used in operating activities                |  | $                                        | (199,985) |                                                                                           | $
|Net
    cash provided by financing activities            |  |                                          | 175,014   |                                                                                           |  
|Effect
    of exchange rate on cash and cash equivalents |  |                                          | 1,256     |                                                                                           |  
|Cash
    and cash equivalents at end of period           |  |                                          | 67,003    |                                                                                           |  



Operating
Activities



Net
cash used in operating activities was $199,985 in fiscal year 2011 compared to $1.1 million in fiscal year 2010. The net cash
used in operating activities for the fiscal year 2011 was mainly attributable to the increase in trade receivables of $252,445.



Financing
Activities



Net
cash provided by financing activities was $175,014 in fiscal year 2011 and $1.2 million in fiscal year 2010. During fiscal year
2011, the cash provided by financing activities was mainly attributable to an advance from a director, Mr. Sun Hongyi, of $175.014
to working capital.



Contractual
Obligations



At
December 31, 2011, we had operating lease obligations of $13,925 for the years ending December 31, 2012 to 2016, but we do not
have any debt (other than the obligation to repay the advance to Mr. Sun Hongyi), or capital lease or purchase obligations or
long term liabilities.



Going
Concern



We
have incurred net losses and losses from operations and we expect that we will continue to have negative cash flows for the foreseeable
future. There is no assurance we will be able to successfully execute our business plan and be able to operate as a going concern.





The
Company estimates that its cash and cash equivalents will fund its operations through the financial support from the Company’s
shareholders. The Company’s shareholders have indicated their continuing support to enable the Company to meet its obligations
to third parties as and when they fall due and to continue as a going concern. This belief is based on the Company’s current
cost structure and the Company’s current expectations regarding operating expenses and anticipated revenues. If the Company
is unable to obtain additional funds, it will not be able to sustain its operations and would be required to cease its operations
and/or seek bankruptcy protection. Given the difficult current economic environment, the Company believes it will be difficult
to raise additional funds and there can be no assurance as to the availability of additional financing or the terms upon which
additional financing may be available. As a result of these conditions, the Company may be unable to continue as a going concern.







Critical
Accounting Policies



Our
critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the Notes to the Financial
Statements.



Recent
Accounting Pronouncements



The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption
of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated
results of its operations.



In
July 2010, the FASB amended the requirements for Disclosures about the Credit Quality of Financing Receivables and the Allowance
for Credit Losses. As a result of these amendments, an entity is required to disaggregate by portfolio segment or class certain
existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses.
The new disclosures as of the end of the reporting period are effective for the fiscal year ending December 31, 2010, while the
disclosures about activity that occurs during a reporting period are effective for the first fiscal quarter of 2011. The adoption
of this guidance will not impact the Company’s consolidated results of operations or financial position.



In
January 2010, the FASB issued authoritative guidance regarding fair value measures and disclosures. The guidance requires
disclosure of significant transfers between level 1 and level 2 fair value measurements along with the reason for the
transfer. An entity must also separately report purchases, sales, issuances and settlements within the level 3 fair value
roll forward. The guidance further provides clarification of the level of disaggregation to be used within the fair value measurement
disclosures for each class of assets and liabilities and clarified the disclosures required for the valuation techniques and inputs
used to measure level 2 or level 3 fair value measurements. This new authoritative guidance is effective for the Company
in fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this
guidance will not impact the Company’s consolidated results of operations or financial position.



In
September 2011, the FASB issued ASU 2011-08 which provides an entity the option to first assess qualitative factors to determine
whether it is necessary to perform the current two-step test for goodwill impairment.  If an entity believes, as a result
of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying
amount, the quantitative impairment test is required.  Otherwise, no further testing is required. The revised standard
is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  
The Company does not expect that the adoption of this standard will have a material impact on the Company’s results of operations,
cash flows or financial condition.



In
December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and
Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance
sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement
of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new
disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or
after January 1, 2013. The update only requires additional disclosures, as such, the Company does not expect that the adoption
of this standard will have a material impact on the Company’s results of operations, cash flows or financial condition.



Other
recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force (“EITF”)) and the SEC
did not or are not believed by management to have a material impact on the Company ’ s present or future financial statements.



Uncertainties
and Trends



Our
operations and possible revenues principally are dependent upon signing up customers to buy SZIG’s machinery products, and
to a lesser extent, on engaging parties for our consulting services.



Off-balance
Sheet Arrangements



We
do not have any off-balance sheet arrangements.



Effects
of Inflation



Inflation
has not had a material effect on our business and we do not expect that inflation will materially affect our business in the foreseeable
future. However, our management will closely monitor the inflation, if any, and continually maintain effective cost control in
operations.



(10)









Plan
of Operations



Our
plan of operations for the twelve months following the date of this report is set forth below.



We
will focus our development of business in the PRC during the first two quarters of fiscal year 2012. At the same time, we will
further expand our marketing service team and improve our distribution networks in order to promote the products to customers
outside the PRC. According to our business plan, our target of commission on sales of construction equipment will increase 3.8
times to approximately RMB 1,769,000, equivalent to $262,000, but this target is not certain of attainment.



Apart
from the sales of manufacture machinery, we started our consultancy services in the third quarter of fiscal year 2011. Since we
currently do not have enough professional employees to perform consultancy services, we will hire additional professional employees
and/or retain consultants in the future, especially the first two quarters of fiscal year 2012, depending on business volume.



Since
expansion of our business plan, our general and administrative expense is expected to increase as more employees are employed
for both marketing and consulting services. Besides, to improve our distribution network, travel expense is also expected to increase
in proportion. We will need additional funds to develop and implement the plan.



From
January 1, 2011 through April 12, 2012, we have already signed 23 new contracts and sold 28 construction industry machines.  In
these transactions, we have already generated approximately $68,254of commission
income in 2012.



Item
7A. Quantitative and Qualitative Disclosures about Market Risk.



(a)
Concentration



For
the years ended December 31, 2011 and 2010, majority of the Company’s assets were located in the PRC and 100% of the Company’s
revenues and purchases were derived from customers and vendors located in the PRC.



For
the year ended December 31, 2011, the Company had 100% purchases from Shandong Zhongwen Industrial Group Company Limited (“SZIG”),
a corporation organized and existing under the laws of the PRC, since the Company serves as an agent of SZIG to sell product procurement
for the construction industry.



(b)
Credit risk



Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and
trade accounts receivable. The Company performs ongoing credit evaluations of its customers' financial condition, but does not
require collateral to support such receivables.



Item
8. Financial Statements and Supplementary Data.



Audited
financial statements as of December 31, 2011 and for the period from inception (May 24, 2010) to December 31, 2010, are included
with this Report.





(11)





















|
|





|
|



FL
Office

7951
SW 6th St., Suite. 216

Plantation,
FL 33324

Tel:  
954-424-2345

Fax: 
954-424-2230



NC
Office

19720
Jetton Road, 3rd Floor

Cornelius,
NC 28031

Tel: 
704-892-8733

Fax: 
704-892-6487





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board
of Directors and Shareholders of

Zhong
Wen International Holding Co., Ltd.

We
have audited the accompanying consolidated balance sheet of Zhong Wen International Holding Co., Ltd. and subsidiaries (the “Company”)
as of December 31, 2011, and the related consolidated statements of operations, shareholders’deficit and comprehensive income,
cash flows for the year ended December 31, 2011. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of their internal
control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements,
assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of December 31, 2011, and the results of their operations and their cash flows for the year ended December 31,
2011, in conformity with accounting principles generally accepted in the United States of America.

The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 1 to the consolidated financial statements, the Company has suffered losses from operations and has a net
capital deficiency as of December 31, 2011. These conditions raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do
not include any adjustments that might result from the outcome of this uncertainty.

/s/ Bongiovanni
& Associates, CPA’s

Bongiovanni
& Associates, CPA’s

Certified
Public Accountants

Cornelius,
North Carolina

The United
States of America

|
|











|
|





|
|



April
11, 2012





www.bai-cpa.com





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The
Board of Directors and Shareholders of

Zhong
Wen International Holding Co., Ltd.



We
have audited the accompanying consolidated balance sheet of Zhong Wen International Holding Co., Ltd. and subsidiaries (the “Company”)
as of December 31, 2010, and the related consolidated statements of income, shareholders’ equity and comprehensive income,
cash flows for the period from May 24, 2010 (inception) to December 31, 2010. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.



We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of their internal
control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements,
assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.



In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of December 31, 2010, and the results of their operations and their cash flows for the period ended December
31, 2010, in conformity with accounting principles generally accepted in the United States of America.



The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 1 to the consolidated financial statements, the Company has suffered losses from operations and has a net
capital deficiency as of December 31, 2010. These conditions raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do
not include any adjustments that might result from the outcome of this uncertainty.



/s/
HLB Hodgson Impey Cheng

Chartered
Accountants

Certified
Public Accountants



Hong
Kong

March
28, 2011



(12)









ZHONG
WEN INTERNATIONAL HOLDING CO., LTD. AND SUBSIDIARY



CONSOLIDATED
BALANCE SHEETS

AS
OF DECEMBER 31, 2011 AND 2010

(stated
in US Dollars)





|                                                                           |  |  
|-------------------------------------------------------------------------- |  | -
|ASSETS                                                                     |  |  
|Current assets:                                                            |  |  
|Cash and cash
    equivalents                                              |  | $
|Trade receivables                                                          |  |  
|Deposits                                                                   |  |  
|Total
    current assets                                                   |  |  
|TOTAL ASSETS                                                               |  | $
|                                                                           |  |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                      |  |  
|Current liabilities:                                                       |  |  
|Amount due to a director                                                   |  | $
|Income tax payables                                                        |  |  
|Other
    payables and accruals                                            |  |  
|Total
    current liabilities                                              |  |  
|                                                                           |  |  
|Commitments and Contingencies                                              |  |  
|                                                                           |  |  
|Stockholders' deficit                                                      |  |  
|Common stock                                                               |  |  
|Authorized: 6,000,000 shares, par value $0.001                             |  |  
|Issued and outstanding: 4,000,000
    shares at December 31, 2011 and 2010 |  |  
|Additional paid-in-capital                                                 |  |  
|Accumulated other comprehensive income                                     |  |  
|Statutory reserve - restricted                                             |  |  
|Retained deficit                                                           |  |  
|TOTAL STOCKHOLDERS’
    DEFICIT                                            |  |  
|TOTAL LIABILITIES
    AND STOCKHOLDERS’ DEFICIT                            |  | $





The
accompanying notes are an integral part of these consolidated financial statements.





(13)









ZHONG
WEN INTERNATIONAL HOLDING CO., LTD. AND SUBSIDIARY



CONSOLIDATED
STATEMENTS OF OPERATIONS

FOR
THE YEAR ENDED DECEMBER 31, 2011 AND

THE
PERIOD FROM MAY 24, 2010 (INCEPTION) THROUGH DECEMBER 31, 2010

(stated
in US Dollars)









|                                                    |  |   | For
                                                                                                                           the
                                                                                                                           year
                                                                                                                           ended |  |   | From
                                                                                                                           May
                                                                                                                           24,
                                                                                                                           2010
                                                                                                                           (inception)
                                                                                                                           through |  
|--------------------------------------------------- |  | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
|                                                    |  |   | December 31, 2011                                                                                                                                                                                                                                                                                                                                                                                   |  |   | December 31, 2010                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  
|                                                    |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|Revenue                                             |  | $ | 314,483                                                                                                                                                                                                                                                                                                                                                                                             |  | $ | 54,179                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  
|                                                    |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|Operating Expenses                                  |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|General and administrative
    expenses             |  |   | (330,608)                                                                                                                                                                                                                                                                                                                                                                                           |  |   | (186,170)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  
|Operating loss                                      |  | $ | (16,127)                                                                                                                                                                                                                                                                                                                                                                                            |  |   | (131,991)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  
|                                                    |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|Other income                                        |  |   | —                                                                                                                                                                                                                                                                                                                                                                                                   |  |   | 430                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  
|Income (loss) before
    income taxes               |  | $ | (16,127)                                                                                                                                                                                                                                                                                                                                                                                            |  |   | (131,561)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  
|                                                    |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|Income taxes                                        |  |   | (67,937)                                                                                                                                                                                                                                                                                                                                                                                            |  |   | (10,447)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  
|Net (loss)                                          |  | $ | 84,064)                                                                                                                                                                                                                                                                                                                                                                                             |  |   | (142,008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | )
|                                                    |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|Other comprehensive income                          |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|Foreign
    currency translation                    |  |   | 56,845                                                                                                                                                                                                                                                                                                                                                                                              |  |   | 11,740                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  
|Comprehensive income
    (loss)                     |  | $ | (27,219)                                                                                                                                                                                                                                                                                                                                                                                            |  | $ | (130,268)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  
|                                                    |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|Earnings (loss) per share                           |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|Basic                                               |  | $ | (0.02)                                                                                                                                                                                                                                                                                                                                                                                              |  | $ | (0.03)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  
|                                                    |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|Diluted                                             |  | $ | (0.02)                                                                                                                                                                                                                                                                                                                                                                                              |  | $ | (0.03)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  
|                                                    |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|Weighted average number of common stock outstanding |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|Basic                                               |  |   | 4,000,000                                                                                                                                                                                                                                                                                                                                                                                           |  |   | 4,000,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  
|                                                    |  |   |                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
|Diluted                                             |  |   | 4,000,000                                                                                                                                                                                                                                                                                                                                                                                           |  |   | 4,000,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  







The
accompanying notes are an integral part of these consolidated financial statements.





(14)











ZHONG
WEN INTERNATIONAL HOLDING CO., LTD. AND SUBSIDIARY



CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIT

FROM
MAY 24, 2010 (INCEPTION) TO DECEMBER 31, 2011



|Common
    Stock             | Additional
    paid-in capital |        | Accumualted
                                                           other comprehensive income |  | Statory
    reserve- restricted |  | Retained
                                                                                                                             deficit |  | Total
    stockholders deficit | 
|---------------------------- | ------------------------------ | ------ | ------------------------------------------------------------------------------------------------- |  | ------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | 
|                             |                                | Shares | Amount                                                                                            |  |                                 |  |                                                                                                                                               |  |                                | 
|Balance at May 24, 2010      |                                |        |                                                                                                   |  |                                 |  |                                                                                                                                               |  |                                | 
|Issue of shares              |                                |        | 4,000,000                                                                                         |  |                                 |  | 4,000                                                                                                                                         |  | 36,000                         | 
|Transfer to reserve          |                                |        | —                                                                                                 |  |                                 |  | —                                                                                                                                             |  | —                              | 
|Net loss                     |                                |        | —                                                                                                 |  |                                 |  | —                                                                                                                                             |  | —                              | 
|Translation
    adjustments  |                                |        | —                                                                                                 |  |                                 |  | —                                                                                                                                             |  | —                              | 
|Balance at December 31, 2010 |                                |        | 4,000,000                                                                                         |  |                                 |  | 4,000                                                                                                                                         |  | 36,000                         | 
|Transfer to reserve          |                                |        | —                                                                                                 |  |                                 |  | —                                                                                                                                             |  | —                              | 
|Net loss                     |                                |        | —                                                                                                 |  |                                 |  | —                                                                                                                                             |  | —                              | 
|Translation
    adjustments  |                                |        | —                                                                                                 |  |                                 |  | —                                                                                                                                             |  | —                              | 
|Balance at December 31, 2011 |                                |        | 4,000,000                                                                                         |  |                                 |  | 4,000                                                                                                                                         |  | 36,000                         | 







The
accompanying notes are an integral part of these consolidated financial statements.











(15)









ZHONG
WEN INTERNATIONAL HOLDING CO., LTD. AND SUBSIDIARY



CONSOLIDATED
STATEMENT OF CASH FLOWS

FOR
THE YEAR ENDED DECEMBER 31, 2011 AND

THE
PERIOD FROM MAY 24, 2010 (INCEPTION) THROUGH DECEMBER 31, 2010

(stated
in US Dollars)







|                                                     |  | For the
    year ended |           | From
    May 24, 2010 (inception) through
|---------------------------------------------------- |  | ---------------------- | --------- | -----------------------------------------
|                                                     |  | December 31, 2011      |           | December 31, 2010                        
|Cash flows from operating activities:                |  |                        |           |                                          
|Net loss                                             |  | $                      | (84,064)  |                                          
|Changes in operating assets and liabilities:         |  |                        |           |                                          
|Trade receivables                                    |  |                        | (252,445) |                                          
|Prepayment, deposits
    and other receivables       |  |                        | 23,204    |                                          
|Other payables
    and accrued expenses              |  |                        | 110,259   |                                          
|Income
    tax payables                              |  |                        | 3,061     |                                          
|Net cash used in
    operating activities            |  |                        | (199,985) |                                          
|                                                     |  |                        |           |                                          
|Cash flows from financing
    activities:            |  |                        |           |                                          
|Amount due to a director                             |  |                        | 175,014   |                                          
|Proceeds from issue of shares                        |  |                        | —         |                                          
|Net cash provided
    by financing activities        |  |                        | 175,014   |                                          
|                                                     |  |                        |           |                                          
|Effect of exchange rate                              |  |                        | 1,256     |                                          
|                                                     |  |                        |           |                                          
|Increase in cash and cash equivalents                |  |                        | (23,715)  |                                          
|                                                     |  |                        |           |                                          
|Cash and cash equivalents at beginning
    of period |  |                        | 90,718    |                                          
|                                                     |  |                        |           |                                          
|Cash and cash equivalents
    at end of period       |  | $                      | 67,003    |                                          
|                                                     |  |                        |           |                                          
|Cash paid for:                                       |  |                        |           |                                          
|Income
    tax                                       |  | $                      | 64,810    |                                          
|Interest                                             |  |                        | —         |                                          





The
accompanying notes are an integral part of these consolidated financial statements.





(16)











ZHONG
WEN INTERNATIONAL HOLDING CO., LTD. AND SUBSIDIARY



|NOTES
                                                              TO FINANCIAL STATEMENTS
        DECEMBER
        31, 2011
|-----------------------------------------------------------------------------------------------------------------------------



NOTE
1. NATURE OF BUSINESS



Nature
of Business



Zhong
Wen International Holding Co., Ltd. (the “Company”) was incorporated in the State of Delaware on May 24, 2010. Since
November 2010, the Company through its subsidiaries commenced the business, which is product procurement for the construction
industry and project consultation for construction projects. During the first quarter of fiscal year 2011, the Company was no
longer considered to be in development stage.



Hong
Kong Zhongwenbo International Group Company Limited



Hong
Kong Zhongwenbo International Group Company Limited (“Zhongwenbo”) is a private limited liability company incorporated
in Hong Kong on June 23, 2010. Zhongwenbo is a holding company and has no operations other than its 100% ownership of Qingzhou
RuiDong Trading Limited.



Qingzhou
RuiDong Trading Limited



Qingzhou
RuiDong Trading Ltd (“Qingzhou RuiDong”) was incorporated in Shangdong province of the People’s Republic of
China (the “PRC”) in September 2010. Qingzhou RuiDong is engaged in export of construction machinery and equipment.



Zhong
Wen International Holding Co., Ltd., Hong Kong Zhongwenbo International Group Company Limited and Qingzhou
RuiDong Trading Limited are hereinafter referred to as (the “Company”).



Going
Concern Uncertainty



The
accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the
United States (“US GAAP”), which contemplate continuation of the Company as a going concern. As of December 31, 2011,
the Company had cash and cash equivalents of $67,003. The Company estimates that its cash and cash equivalents will fund its operations
through the financial support from the Company’s shareholders. The Company’s shareholders have indicated their continuing
support to enable the Company to meet its obligations to third parties as and when they fall due and to continue as a going concern.
This belief is based on the Company’s current cost structure and the Company’s current expectations regarding operating
expenses and anticipated revenues. If the Company is unable to obtain additional funds, it will not be able to sustain its operations
and would be required to cease its operations and/or seek bankruptcy protection. Given the difficult current economic environment,
the Company believes it will be difficult to raise additional funds and there can be no assurance as to the availability of additional
financing or the terms upon which additional financing may be available. As a result of these conditions, there is substantial
doubt regarding the Company’s ability to continue as a going concern. The accompanying consolidated financial statements
do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.



NOTE
2.  SUMMARY OF PRINCIPAL ACCOUNTING POLICIES



Basis
of presentation



The
accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally
accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting.



Use
of estimates



The
preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements,
and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.



Basis
of Consolidation



The
consolidated financial statements include the financial statements of the Company and its subsidiaries.



All
significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation.



Cash
and cash equivalents



The
Company’s cash equivalents are short-term, highly liquid investments that are both readily convertible to known amounts
of cash and that have insignificant risk of change in value because of changes in interest rates.

For
purposes of the Consolidated Statements of Cash Flows, the Company considers highly liquid investments with an original maturity
of three months or less to be cash equivalents. The Consolidated Statements of Cash Flows are prepared based on the change in
the functional currency for each account and converted into U.S. dollars at the average exchange rates of the year.

Trade
receivables



In
the normal course of business theCompanyextends credit to customers. Trade receivables, less
allowance for doubtful accounts, reflects the net realizable value of receivables, and their approximate fair value. On a regular
basis, theCompanyevaluates its trade receivables and establishes an allowance for doubtful
accounts based on a combination of specific customer circumstances, credit conditions, and payment history. A receivable is considered
past due if payments have not been received within the agreed upon invoice terms. No allowance for doubtful accounts at December
31, 2011 was recorded.





(17)









NOTE
2.  SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONT”D)



Fair
value of financial instruments



The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification (“ASC”) for disclosures about
fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure
the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP,
and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and
related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques
used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted)
in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair
value hierarchy defined by Paragraph 820-10-35-37 are described below:



|Level
    1 | Quoted
    market prices available in active markets for identical assets or liabilities as of the reporting date.                                                 
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level
    2 | Pricing
    inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable
    as of the reporting date.
|Level
    3 | Pricing
    inputs that are generally observable inputs and not corroborated by market data.                                                                       



The
carrying amounts of the Company’s financial assets and liabilities, such as cash and other payables approximate their fair
values because of the short maturity of these instruments.



The
Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently,
the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2011 nor
gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for the for the years ended December 31, 2011 and 2010,
respectively.



Revenue
recognition



TheCompanyrecognizes commission income as revenue when the customer receives the product or at
the time title passes to the customer. Customers generally do not have the right to return product unless damaged or defective.



General
and administrative expenses



General
and administrative expenses consist of office expenses, staff welfare, utilities, labor protection and salaries which are expensed
as incurred at the administrative level.



Other
income recognition



Other
income is comprised mainly of interest income.



Interest
income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which
is the rate that exactly discounts the estimated future cash receipts through the expected life of the loan to the loan’s
net carrying amount.



Loss
per share



The
Company calculates net loss per share in accordance with FASB ASC 260, “Earnings per Share”.  Basic
loss per share is computed by dividing net loss for the reporting period attributable to common shareholders by the weighted average
number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income for the
reporting period attributable to common shareholders by the weighted average number of common shares outstanding and the dilutive
effect of common stock equivalents.No diluted loss per share is required to be represented.



Foreign
currency translation



The
accompanying financial statements are presented in United States dollars. The functional currency of the operating subsidiary
of theCompanyis Renminbi, “RMB”. The financial statements are translated into
United States dollars from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues
and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The following
exchange rates were used in the financial statements:





|                                                                                                                                                                                 | 2011                    |  | 2010                   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- |  | -----------------------
|Balance
    sheet items, except for the registered and paid-up capital as of December 31, 2011 and 2010                                                                          | USD
        0.159:RMB 1 |  | USD
        0.151:RMB 1
|Amounts
    included in the statement of operations, statement of changes in stockholders’ equity and statement of cash flows for
    the years ended December 31, 2011 and 2010 | USD
        0.155:RMB 1 |  | USD
        0.148:RMB 1



(18)









NOTE
2.  SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONT”D)



Related
party transactions



A
related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate
families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under
common control with the Company, or (iv) anyone who can significantly influence the management or operating decisions of the Company.
A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related
parties.



Concentrations
of credit risk



Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and
cash equivalents, and trade receivables. As of December 31, 2011 and 2010, substantially all of the Company’s cash and cash
equivalents were held by financial institutions located in the PRC, which the Company’s management believes are of high
credit quality. With respect to trade receivables, the Company extends credit based on an evaluation of the customer’s financial
condition. The Company generally does not require collateral for trade and other receivables and maintains an allowance for doubtful
accounts of trade receivables.



Segment
information



TheCompanyidentifies and classifies its operating segments based on the nature of the products
with similar economic characteristics. No segment information is provided as theCompanyonly
has one business and geographical segment. TheCompanyis in the business of export of construction
machinery and equipment, which operations are located in the PRC and sales were predominately made to customers located in the
PRC.



Recently
issued accounting standards



The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption
of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated
results of its operations.



In
July 2010, the FASB amended the requirements for Disclosures about the Credit Quality of Financing Receivables and the Allowance
for Credit Losses. As a result of these amendments, an entity is required to disaggregate by portfolio segment or class certain
existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses.
The new disclosures as of the end of the reporting period are effective for the fiscal year ending December 31, 2010, while the
disclosures about activity that occurs during a reporting period are effective for the first fiscal quarter of 2011. The adoption
of this guidance will not impact the Company’s consolidated results of operations or financial position.



Recently
issued accounting standards (cont’d)



In
January 2010, the FASB issued authoritative guidance regarding fair value measures and disclosures. The guidance requires
disclosure of significant transfers between level 1 and level 2 fair value measurements along with the reason for the
transfer. An entity must also separately report purchases, sales, issuances and settlements within the level 3 fair value
roll forward. The guidance further provides clarification of the level of disaggregation to be used within the fair value measurement
disclosures for each class of assets and liabilities and clarified the disclosures required for the valuation techniques and inputs
used to measure level 2 or level 3 fair value measurements. This new authoritative guidance is effective for the Company
in fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this
guidance will not impact the Company’s consolidated results of operations or financial position.



In
September 2011, the FASB issued ASU 2011-08 which provides an entity the option to first assess qualitative factors to determine
whether it is necessary to perform the current two-step test for goodwill impairment.  If an entity believes, as a result
of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying
amount, the quantitative impairment test is required.  Otherwise, no further testing is required. The revised standard
is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  
The Company does not expect that the adoption of this standard will have a material impact on the Company’s results of operations,
cash flows or financial condition.



In
December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and
Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance
sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement
of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new
disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or
after January 1, 2013. The update only requires additional disclosures, as such, the Company does not expect that the adoption
of this standard will have a material impact on the Company’s results of operations, cash flows or financial condition.





(19)







NOTE
3. DEPOSITS



The
balance represents the prepayment to Shandong Zhongwen Industrial Group Company Limited (“SZIG”),a corporation
organized and existing under the laws of the PRC,for inventories purchase under a sales agreement,
dated June 23, 2010, between the Company and SZIG. The agreement was terminated during the first quarter of 2012 pursuant to mutual
agreement, and the deposit of $1,034,624 was returned in full by SZIG.



NOTE
4. AMOUNT DUE TO A DIRECTOR



The
amount due to a director, Sun, Hongyi, was $1,301,283. It represents a current account between Mr. Sun and the Company, which
Mr. Sun paid on behalf of the Company. There is no written agreement between Mr. Sun and the Company. This loan from Mr. Sun is
unsecured, interest free and repayable on demand.



NOTE
5. SHAREHOLDERS’ EQUITY



General



As
of December 31, 2011, the Company had 6,000,000 authorized shares of Common Stock, par value $0.001.



On
July 20, 2010, the Company effected a ten for one forward stock split (without change in fair value) , from 400,000 shares to
4,000,000 shares, pursuant to which each outstanding share of common stock, par value $0.001, was converted into ten share of
common stock, par value $0.001 (the “Forward Stock Split”). All of the share numbers, share prices and per-share amounts
were adjusted, on a retroactive basis, to reflect the effect of the Forward Stock Split.



NOTE
6. INCOME TAXES



The
Company conducts all its operating business through its subsidiaries in China. The subsidiaries are governed by the income tax
laws of the PRC and do not have any deferred tax assets or deferred tax liabilities under the income tax laws of the PRC because
there are no temporary differences between financial statement carrying amounts and the tax bases of existing assets and liabilities.
The Company by itself does not have any business operating activities in the United States and is therefore not subject to United
States income tax.



The
Company’s subsidiaries are governed by the Income Tax Law of the PRC concerning Foreign Investment Enterprises and Foreign
Enterprises and various local income tax laws (the Income Tax Laws). Beginning January 1, 2008, the new Enterprise Income Tax
(“EIT”) law has replaced the previous laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises
(“FIEs”). The new standard EIT rate of 25% has replaced the 33% rate previously applicable to both DEs and FIEs.



The
Company generated substantially its net income from its PRC operation and has recorded income tax provision for the years ended
December 31, 2011 and 2010.



The
components of (loss) income before income taxes separating U.S. and PRC operations are as follows:



|                                           |  | 2011 |           | 2010
|------------------------------------------ |  | ---- | --------- | ----
|                                           |  |      |           |     
|Loss subject to U.S. operation             |  | $    | (285,014) |     
|Income (loss)
    subject to PRC operation |  |      | 268,887   |     
|Income (loss) before income taxes          |  | $    | (16,127)  |     



United
States of America



The
Company is registered in the State of Delaware and is subject to United States of America tax law.



As
of December 31, 2011, the U.S. operation had $454,014 of net operating losses available for federal tax purposes, which are available
to offset future taxable income.  The net operating loss carry forwards begin to expire in 2031.  The Company
has provided for a full valuation allowance for any future tax benefits from the net operating loss carryforwards as the management
believes it is more likely than not that these assets will not be realized in the future.



The
PRC



The
reconciliation of income tax rate to the effective income tax rate based on income before income taxes stated in the consolidated
statement of operations for the year ended December 31, 2011 and 2010 is as follows:



|                                          |  | 2011 |         | 2010
|----------------------------------------- |  | ---- | ------- | ----
|                                          |  |      |         |     
|Income (loss) before income
    taxes     |  | $    | 268,887 |     
|Statutory income
    tax rate             |  |      | 25      | %   
|                                          |  |      | 67,222  |     
|Expenses not deductible for tax purposes: |  |      | 2,860   |     
|Effect of tax
    losses                  |  |      | 715     |     
|Income tax expense                        |  | $    | 67,937  |     





The
following table sets forth the significant components of the aggregate net deferred tax assets of the Company as of December 31,
2011 and 2010:



|                                   |  | 2011 |           | 2010
|---------------------------------- |  | ---- | --------- | ----
|Deferred tax assets:               |  |      |           |     
|- Net operating loss carryforwards |  | $    | 158,905   |     
|Less: valuation
    allowance      |  |      | (158,905) |     
|Deferred tax assets                |  | $    | —         |     



For
the year ended December 31, 2011 and 2010, valuation allowances of $158,905 and $59,150 were provided to the deferred tax assets
due to the uncertainty surrounding their realization.



The
following table reconciles the U.S. statutory rate to the Company’s effective tax rate:



|                                     |  | 2011 |      | 2010
|------------------------------------ |  | ---- | ---- | ----
|                                     |  |      |      |     
|U.S. Statutory rate                  |  |      | 35   | %   
|Foreign income not recognized in USA |  |      | (35) |     
|China income taxes                   |  |      | 25   |     
|China exemption                      |  |      | (25) |     
|Total provision for income taxes     |  | $    | —    |     



(20)









NOTE
6. INCOME TAXES(CONT’D)



The
Company
accountsforincome
taxesunderASCtopic
740,Income
Taxes,ASCtopic740definesan
assetandliabilityapproach
thatrequiresthe
recognitionofdeferredtaxassetsandliabilitiesfor
theexpected futuretaxconsequences
ofevents
thathavebeen
recognized
inthe Company’s
financialstatements
ortax returns.
ASCtopic
740furtherrequires
that ataxpositionmust
bemore
likelythan
notto
besustained
before beingrecognizedinthefinancial
statements,aswellas theaccrualofinterest
andpenalties
asapplicableon unrecognized
tax positions.

Deferred
incometaxesarerecognized forthetaxconsequences
in future yearsofdifferences between thetax basis ofassets andliabilitiesandtheirfinancialreportingamountsateach periodend,
based onenacted
tax lawsandstatutory
tax ratesapplicable
tothe
periods
in whichthe differencesareexpected
toaffecttaxable
income.Valuation
allowances
areestablished,
when
necessary,toreduce
deferred
tax assetstotheamount
expectedtobe realized.The provision for
incometaxesrepresents
thetax payable for
the period,
ifany,
and the change
during
theperiod
in deferredtax assets andliabilities.

Valuation
allowance
are recordedwhenitismore
likelythan
not that
some
portion
orall
ofthe
deferred
income
taxassetswillnotbe realized.
Incometaxexpense
isthetaxpayable
orrefundable
forthe period
plus or minus
thechange
during
theperiod
in deferred income
taxes.

Because
the Company has no operations within the United States, there is no provision for US income taxes and there are no deferred tax
amounts as of December 31, 2011 and 2010.





NOTE
7. NET LOSS PER SHARE



Basic
net loss per share is computed using the weighted average number of the common shares outstanding during the years.  There
were no dilutive common stock equivalents for the years ended December 31, 2011 and 2010, respectively.



The
following table sets forth the computation of basic net loss per share for the years indicated:



|                                             |  | 2011 |           | 2010
|-------------------------------------------- |  | ---- | --------- | ----
|Numerator:                                   |  |      |           |     
|- Net loss                                   |  | $    | (84,064)  |     
|                                             |  |      |           |     
|Denominator:                                 |  |      |           |     
|- Weighted average common shares outstanding |  |      | 4,000,000 |     
|                                             |  |      |           |     
|Basic net loss per share                     |  | $    | (0.02)    |     







Note
8. CONCENTRATION AND RISK



(a)
Concentration



For
the years ended December 31, 2011 and 2010, majority of the Company’s assets were located in the PRC and 100% of the Company’s
revenues and purchases were derived from customers and vendors located in the PRC.



For
the year ended December 31, 2011, the Company had 100% purchases from Shandong Zhongwen Industrial
Group Company Limited (“SZIG”),a corporation organized and existing under the laws of the PRC,sincethe Company serves as an agent of SZIG to sellproduct procurement for the construction
industry.





(b)
Credit risk



Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and
trade accounts receivable. The Company performs ongoing credit evaluations of its customers' financial condition, but does not
require collateral to support such receivables.



(21)









NOTE
9. COMMITMENTS AND CONTINGENT LIABILITIES



Operating
Lease Commitments



TheCompanyleases its office space under non-cancellable operating leases in PRC. Minimum future
rental payments required under non-cancellable operating leases in effect as of December 31, 2011 are as follows by year:



|2012 | $ | 2,785 
|---- | - | ------
|2013 |   | 2,785 
|2014 |   | 2,785 
|2015 |   | 2,785 
|2016 |   | 2,785 
|     |   |       
|     | $ | 13,925



Rent
expenses were $2,785 and $1,257 for the years ended December 31, 2011 and 2010, respectively.





NOTE
10. SUBSEQUENT EVENTS



During
the first quarter of 2012, the sales agreement, dated June 23, 2010, between the Company and SZIG was terminated pursuant to mutual
agreement, and the deposit of $1,034,624 was returned in full by SZIG.



End
of financial statements.





(22)









Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.



The
Company previously reported the information required by this Item 9 in its Form 8-K filed on February 17, 2012.



Item
9A. Controls and Procedures.



Effectiveness
of Disclosure Controls and Procedures



We
are required to maintain disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
that are assigned to ensure that required information is recorded, processed, summarized and reported within the required timeframe,
as specified in the rules set forth by the SEC.  Our disclosure controls and procedures are also designed to ensure
that information required to be disclosed is accumulated and communicated to management, including our Chief Executive Officer
and Chief Financial Officer, to allow timely decisions regarding required disclosures.



Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of our disclosure controls and procedures as of December 31, 2010 and, based on this evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2011.









Management’s
Annual Report on Internal Control Over Financial Reporting



Management
is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rules 13a-15(f) and 15d-15(f).  Internal control over financial reporting is a process designed by, or
under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles.



Internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of
our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of our assets that could have a material effect on our financial statements.



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Forward
looking statements regarding the effectiveness of internal controls during future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may
deteriorate.



Management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2010.  In making this
assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control – Integrated Framework.  Based on our assessment, we believe that, as of December 31, 2011,
our internal control over financial reporting was effective based on those criteria.



Changes
in Internal Control over Financial Reporting



There
has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2011 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Item
9B. Other Information.

None.





(23)









PART
III



Item
10. Directors, Executive Officers, and Corporate Governance.



Our
Board of Directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill
vacancies. Each director shall serve until his successor is elected and qualified, or until his earlier resignation or removal.
Our Bylaws require only one director, however, additional director positions may be created by the Board of Directors at any time.  Election
of each director requires a plurality of the votes cast.



|Name               |  | Age |  | Office                                                                                                   
|------------------ |  | --- |  | ---------------------------------------------------------------------------------------------------------
|                   |  |     |  |                                                                                                          
|Mr.
    Sun Hongyi |  | 42  |  | From
    inception of the Company, President, Chief Executive Officer, Chief Financial Officer , Director
|                   |  |     |  |                                                                                                          
|Mr.
    Sun Qihua  |  | 29  |  | From
    inception of the Company, Treasurer                                                             
|                   |  |     |  |                                                                                                          
|Mr.
    Shen Peng  |  | 26  |  | From
    inception of the Company, Secretary                                                             





Mr.
Sun Hongyi has 23 years of experience as Deputy Technical Manager at Qingzhou Tongli Machinery Co. Ltd, in the areas of research
and development, and the manufacturing and distribution of machinery for building construction and construction of various infrastructures.  He
received his MBA in July 2009 from the Market Economy Academy at Peking University.  Mr. Sun Hongyi’s 23 years
of experience in the international business product sales side of Qingzhou Tongli Machinery (which makes and sells a broad range
of industrial machinery including equipment for building and infrastructure construction), qualifies him to lead the Company’s
strategy to sell SZIG’s products.



Mr.
Sun Qihua was an accountant at Quingzhou Haozhang Foundry Co. Ltd. from July 2004 until inception of the Company.  He
attended the Qingzhou Accounting Polytechnic School from 1998 to 2000.



Mr.
Shen Peng was Corporate Secretary for Quingzhou Huaxia Zhongwen Mining Co. Ltd. from October 2006 to inception of the Company.  He
received a degree in Finance from the School of Economic and Management, Shandong Institute of Light Industry, in July 2006, having
been a student from August 2003 to July 2006.



Family
Relationships and Other Matters



There
are no family relationships among or between any of our officers and the director.



Corporate
Governance and Board Committees



Our
Board of Directors has not established audit, executive compensation, or nominating committees as standing committees or
other board committee performing equivalent functions.  We will organize these committees at such time, if ever, as
the Company should apply for listing on Nasdaq or a national securities exchange, but the Company may organize these committees
without making or anticipating making an application for such a listing.



The
listing requirements for Nasdaq require a majority of the board of directors of a company to be “independent directors.”  In
general, a person other than an executive officer or employee of a company or any other individual having a relationship which,
in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director, cannot be deemed “independent.” Regardless of the foregoing general rule, the following disqualify
a director from consideration as independent: Employment by the company in the past three years, and acceptance by him (or by
a family member) of more than $120,000 in any 12 consecutive months within the past three years (except for service as a director).



Additionally,
all the members of the company’s audit, compensation and nominating committees would have to be independent, and additional
requirements apply to member of the audit committee under the SEC’s Rule 10A-3(b)(1).  If a company does not set
up separate committees, the functions required of such committees would have to be exercised only by independent directors meeting
these requirements, as applicable.





Section
16 (a) Beneficial Ownership Reporting Compliance



Under
Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than
10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the
ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in
that ownership with the Commission. Specific due dates for these reports have been established, and the Company is required to
report, in this Form 10-K, any failure to comply therewith during the fiscal year ended December 31, 2011. The Company believes
that all of these filing requirements were satisfied by its executive officers, directors and by the beneficial owners of more
than 10% of the Company’s common stock. In making this statement, the Company has relied solely on copies of any reporting
forms received by it, and upon any written representations received from reporting persons that no Form 5 (Annual Statement of
Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.



Item
11. Executive Compensation.



Summary
Compensation Table



The
table below summarizes all compensation paid to our Principal Executive Officer, and our two most highly compensated executive
officers other than our CEO who occupied such position for the year ended December 31, 2011 and for the period from May 24, 2010
(inception) through December 31, 2010, for all services rendered in all capacities. The Company does not have employment agreements
with any of the persons named below (and does not presently to enter into such agreements with any of them).





|Name and
        Position                                                               | Year* |      | Salary
        ($) |  | Bonus
        ($) |  | Stock
        awards
        ($) |     | Option
        awards
        ($) |  | Non-equity
        incentive plan
        compensation
        ($) |  | Change in pension value
        and nonqualified deferred
        compensation earnings
        ($) |     | All other
        compensation($) |  | Total
        ($)
|--------------------------------------------------------------------------------------- | ----- | ---- | ------------------ |  | ----------------- |  | -------------------------------- | --- | --------------------------------- |  | ------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------- | --- | --------------------------------- |  | -----------------
|(a)                                                                                     | (b)   |      | (c)                |  | (d)               |  | (e)                              |     | (f)                               |  | (g)                                                                |  | (h)                                                                                                 |     | (i)                               |  | (j)              
|Sun
                          Hongyi
        Pres.,
        CEO, CFO ,
        Director |       | 2011 |                    |  | -0-               |  |                                  | -0- |                                   |  | -0-                                                                |  |                                                                                                     | -0- |                                   |  | -0-              
|                                                                                        |       | *    |                    |  | -0-               |  |                                  | -0- |                                   |  | -0-                                                                |  |                                                                                                     | -0- |                                   |  | -0-              
|                                                                                        |       |      |                    |  |                   |  |                                  |     |                                   |  |                                                                    |  |                                                                                                     |     |                                   |  |                  
|Sun
        Qihua,
        Treasurer                                                    |       | 2011 |                    |  | -0-               |  |                                  | -0- |                                   |  | -0-                                                                |  |                                                                                                     | -0- |                                   |  | -0-              
|                                                                                        |       | *    |                    |  | -0-               |  |                                  | -0- |                                   |  | -0-                                                                |  |                                                                                                     | -0- |                                   |  | -0-              
|                                                                                        |       |      |                    |  |                   |  |                                  |     |                                   |  |                                                                    |  |                                                                                                     |     |                                   |  |                  
|Shen
        Peng,
        Secretary                                                    |       | 2011 |                    |  | -0-               |  |                                  | -0- |                                   |  | -0-                                                                |  |                                                                                                     | -0- |                                   |  | -0-              
|                                                                                        |       | *    |                    |  | -0-               |  |                                  | -0- |                                   |  | -0-                                                                |  |                                                                                                     | -0- |                                   |  | -0-              



*     For
period from inception (May 24, 2010) to December 31, 2010.





(24)







Code
of Ethics



We
have not yet adopted a Code of Ethics.



Option
Grants



We
did not grant any options or stock appreciation rights to our named executive officers or directors from our inception to December
31, 2011, and as of such date, we did not have any stock option plans.



Compensation
of Directors



Our
directors did not receive any compensation for their services as directors from our inception to December 31, 2011.  We have
no formal plan for compensating our directors for their services in the future in their capacity as directors.



Pension,
Retirement or Similar Benefit Plans



There
are no arrangements or plans in which we provide pension, retirement or similar benefits to directors or executive officers. We
have no material bonus or profit sharing plans in which cash or non-cash compensation is or may be paid to our directors or executive
officers.



Compensation
Committee



We
do not currently have a compensation committee of the Board of Directors or a committee performing similar functions.



Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



The
following tables set forth the ownership of our common stock by each person known by us to be the beneficial owner of more than
five percent of our outstanding voting securities, our directors, our executive officers, and our executive officers and directors
as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares.





|Name                           |  | Position               |  | Shares Owned (Percentage of Outstanding Shares)
|------------------------------ |  | ---------------------- |  | -----------------------------------------------
|                               |  |                        |  |                                                
|Mr.
    Sun Hongyi             |  | President,
    Chief   |  | 3,414,000
    (85.35%)                         
|                               |  | Executive
    Officer, |  |                                                
|                               |  | Chief
    Financial    |  |                                                
|                               |  | Officer
    , Director |  |                                                
|                               |  |                        |  |                                                
|Mr.
    Sun Qihua              |  | Treasurer              |  | 4,000  (less
    than one percent)             
|                               |  |                        |  |                                                
|Mr.
    Shen Peng              |  | Secretary              |  | 4,000  (less
    than one percent)             
|                               |  |                        |  |                                                
|Officers
    and Directors     |  |                        |  |                                                
|as
    a Group (three persons) |  |                        |  | 3,422,000  (85.55%)                            



Item
13. Certain Relationships and Related Transactions, and Director Independence.



In
2010, we sold 4,000,000 shares of restricted common stock to our President, Chief Executive Officer and Chief Financial Officer
(and sole director), our Treasurer, and our Secretary, and other persons, at a price of $0.01 per share.  The price
to the officers was not negotiated at arms-length, however, the other investors paid the same price per share.  The
officers (and sole director) bought shares as follows:



Mr.
Sun Hongyi - President, Chief Executive Officer and Chief Financial Officer (and sole director) - 3,414,000 shares for $34,140.00;



Mr.
Sun Qihua  - Treasurer - 4,000 shares for $40.00; and  Mr. Shen Peng – Secretary – 4,000 shares
for $40.00.



In
2011, Mr. Sun Hongyi loaned $175,014 to the Company, on an unsecured demand basis, without interest.





Director
Independence



Our
securities are quoted on the OTCBB inter-dealer quotation and trading system, which does not have any director independence requirements.  Once
we engage further directors and officers, we will develop a definition of independence or use Nasdaq’s definition of independence
to examine the composition of our Board of Directors with regard to such definition.





Item
14. Principal Accounting Fees and Services.



Bongiovanni
& Associates, CPA’s and HLB Hodgson Impey Cheng, Chartered Accountants and Certified Public Accountants, Hong Kong,
have been paid for fees and services in 2011 and 2010 as follows:





|                       |  | Bongiovanni
    & Associates, CPA’s |         | HLB
                    Hodgson Impey Cheng,
        Chartered
        Accountants and
        Certified
        Public Accountants |  
|---------------------- |  | ----------------------------------- | ------- | ----------------------------------------------------------------------------------------------------------------------------------- | -
|                       |  | For
    the year ended              |         | From
    Inception (May 24, 2010)                                                                                                   |  
|                       |  | December
    31, 2011               |         | To
    December 31, 2010                                                                                                            |  
|Audit
    Fees (1)     |  | $                                   | 126,000 |                                                                                                                                     | $
|Audit-Related
    Fees |  |                                     | -0-     |                                                                                                                                     |  
|Tax
    Fees           |  |                                     | -0-     |                                                                                                                                     |  
|All
    Other Fees     |  |                                     | -0-     |                                                                                                                                     |  
|Total                  |  | $                                   | 126,000 |                                                                                                                                     | $



| | (1) | Includes
                                                                                                                             fees
                                                                                                                             for
                                                                                                                             audit
                                                                                                                             of
                                                                                                                             the
                                                                                                                             annual
                                                                                                                             financial
                                                                                                                             statements
                                                                                                                             and
                                                                                                                             review
                                                                                                                             of
                                                                                                                             quarterly
                                                                                                                             financial
                                                                                                                             information
                                                                                                                             filed
                                                                                                                             with
                                                                                                                             the
                                                                                                                             Securities
                                                                                                                             and
                                                                                                                             Exchange
                                                                                                                             Commission.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









(25)











PART
IV



Item
15. Exhibits, Financial Statement Schedules.



(a)(1)   Audited
Financial Statements as of December 31, 2011 and for the period from inception (May 24, 2010) through December 31, 2010.



(a)(2)
No financial statement schedules are required to be filed for the Company.



|(3)
    Exhibits |  |                                                                                        
|---------------- |  | ---------------------------------------------------------------------------------------
|3.1*             |  | Certificate
    of Incorporation                                                       
|3.1(a)*          |  | Amendment
    to Certificate of Incorporation                                          
|3.2*             |  | Bylaws                                                                                 
|10.1*            |  | Sales
    Agency Agreement                                                             
|31.1             |  | Rule
    13a-14(a) Certification of Chief Executive Officer and Chief Financial Officer
|32.1             |  | Section
    1350 Certification of Chief Executive Officer and Chief Financial Officer  



|* | Incorporated
    by reference from the like-numbered exhibit to the registration statement on Form S-1 (File No. 333-167663), declared effective
    on September 2, 2010.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------









(26)







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



Zhong
Wen International Holding Co., Ltd .



|By
    /s/ Sun Hongyi                   |  |                   
|--------------------------------------- |  | ------------------
|Sun
    Hongyi, Chief Executive Officer |  | April
    16, 2012



|By
    /s/Sun Hongyi                    |  |                   
|--------------------------------------- |  | ------------------
|Sun
    Hongyi, Chief Financial Officer |  | April
    16, 2012



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|By | /s/
    Sun Hongyi       |  | April
    16, 2012
|-- | ------------------------ |  | ------------------
|   | Sun
    Hongyi, Director |  |                   





















































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