UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C.  20549





FORM
10-Q





x
            Quarterly
      report pursuant to section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarter ended  September 30, 2010 oro
            Transition
      report pursuant to section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period from ___________ to
  ____________





Commission
File Number: 000-54125














ZHONG
      WEN INTERNATIONAL HOLDING CO, INC.(Exact
      name of registrant as specified in its
charter)





Delaware
            
            Applied
      For(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)(Address
      of principal executive offices)
            
            (Zip
      Code)Registrant's
      telephone number, including area code:





Not
      Applicable(Former
      name, address and fiscal year, if changed since last
    report)





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 Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.




YES  x                      NO  o





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 Regulations 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  o                      NO  x












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 definitions of “large accelerated filer,” “accelerated
filer” and ‘smaller reporting company” in Rule 12b-2 of the Exchange
Act.






Large
      accelerated filer    o
              Accelerated
      filer    oNon-accelerated
      filer      o  (Do
      not check if a smaller reporting company)
              Smaller
      reporting company x


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


YES  x                          NO  o





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





At
November 16, 2010, there were issued and outstanding 4,000,000 shares of the
Company’s common stock, $.001 par value.






















Zhong
Wen International Co., Inc. and Subsidiaries
 -2-







INDEX





Page
      No.PART
      I.
            FINANCIAL
      INFORMATIONItem
      1.
            Financial
      Statements.Condensed
      Consolidated Balance Sheet as of September 30, 2010
      (unaudited)Condensed
      Consolidated Statement of Operations for the Period from Inception (May
      24, 2010) to September 30, 2010, and the Three Months Ended September 30,
      2010 (unaudited)Condensed
      Consolidated Statement of Cash Flows for the Period from Inception (May
      24, 2010) to September 30, 2010, and the Three Months Ended September 30,
      2010 (unaudited)Condensed
      Consolidated Statement of Stockholders’ Equity for the period from
      Inception (May 24, 2010) to September 30, 2010 (unaudited)
              
              Notes
      to Condensed Financial Statements (unaudited)Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      OperationsItem
      3.
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4.
            Controls
      and ProceduresPART
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      ProceedingsItem
      1A.
            Risk
      FactorsItem
      2.
            Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
            Defaults
      Upon Senior SecuritiesItem
      4.
            Submission
      of Matters to a Vote of Security HoldersItem
      5.
            Other
      InformationItem
      6.
            Exhibits
      and Reports on Form 8-KSignaturesCertifications
            See
      Exhibits






-3-




PART
I.  FINANCIAL INFORMATION





ITEM
1.  Financial
Statements





ZHONG WEN INTERNATIONAL
HOLDING CO., LTD. AND SUBSIDIARY


(A DEVELOPMENT STAGE
COMPANY)





CONDENSED
      CONSOLIDATED BALANCE SHEET (UNAUDITED)





September
      30,
              2010ASSETSCurrent
      assets:Cash
      and cash equivalents
            
            $
            100,039Prepayment,
      deposits and other receivables
            
            
            2,243Total
      current assets
            
            
            102,282TOTAL
      ASSETS
            
            $
            102,282LIABILITIES
      AND SHAREHOLDERS’ EQUITYCurrent
      liabilities:Amount
      due to a director
            
            $
            105,641Other
      payables and accruals
            
            
            44,000Total
      current liabilities
            
            
            149,641TOTAL
      LIABILITIES
            
            
            149,641Commitments
      and ContingenciesShareholders'
      equityCommon
      stockAuthorized:
      6,000,000 shares, par value $0.001Issued
      and outstanding: 4,000,000 shares at September 30, 2010
            
            
            4,000Additional
      paid-in-capital
            
            
            36,000Deficit
      accumulated during the development stage
            
            
            (87,359
            )TOTAL
      SHAREHOLDERS’ EQUITY
            
            
            (47,359
            )TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
            
            $
            102,282





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






-4-




ZHONG WEN INTERNATIONAL
HOLDING CO., LTD. AND SUBSIDIARY


(A DEVELOPMENT STAGE
COMPANY)





CONDENSED
      CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)





For
      the period from July 1, 2010 to September 30, 2010
            
            
            For
      the period from May 24, 2010 (inception) to September 30,
    2010General
      and administrative expenses
            
            $
            (18,573
            )
            
            $
            (87,359
            )Operating
      loss
            
            
            (18,573
            )
            
            
            (87,359
            )Loss
      before noncontrolling interests and income taxes
            
            
            (18,573
            )
            
            
            (87,359
            )Provision
      for income taxes
            
            
            -
            
            
            
            -Net
      loss
            
            $
            (18,573
            )
            
            $
            (87,359
            )Loss
      per shareBasic
            
            $
            (0.005
            )
            
            $
            (0.022
            )Diluted
            
            $
            (0.005
            )
            
            $
            (0.022
            )Weighted
      average number of common stock outstandingBasic
            
            
            4,000,000
            
            
            
            4,000,000Diluted
            
            
            4,000,000
            
            
            
            4,000,000





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











-5-







ZHONG WEN INTERNATIONAL
HOLDING CO., LTD. AND SUBSIDIARY


(A DEVELOPMENT STAGE
COMPANY)





CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
              FOR
      THE PERIOD FROM MAY 24, 2010 (INCEPTION) TO SEPTEMBER 30,
    2010








Preferred
      Stock
            
            Common
      Stock
            
            
            Additional
              paid-in
            
            
            Deficit

                accumulated
                during
      thedevelopment
            
            
            Total
      stockholders’Shares
            
            
            Amount
            
            Shares
            
            
            Amount
            
            
            capital
            
            
            stage
            
            
            equityBalance at May 24,
      2010
            
            -
            
            $
            -
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Issue of
      shares
            
            -
            
            
            -
            
            4,000,000
            
            
            4,000
            
            
            36,000
            
            
            -
            
            
            40,000Net
      loss
            
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            (87,359)
            
            
            (87,359)Balance
      at September 30,
            
            -
            
            $
            -
            
            4,000,000
            
            $
            4,000
            
            $
            36,000
            
            $
            (87,359)
            
            $
            (47,359)2010







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











-6-







ZHONG WEN INTERNATIONAL
HOLDING CO., LTD. AND SUBSIDIARY


(A DEVELOPMENT STAGE
COMPANY)





CONDENSED
      CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)





Cash
      flows from operating activities:
            
            For
      the period from
              July
      1, 2010 to
              September
      30, 2010
            
            
            For
      the period
              from
      May 24, 2010
              (inception)
      to
              September
      30, 2010Net
      loss
            
            $
            (18,573
            )
            
            $
            (87,359
            )Changes
      in operating assets and liabilities:Prepayment,
      deposits and other receivables
            
            
            33,974
            
            
            
            (2,243
            )Other
      payables and accrued expenses
            
            
            (21,003
            )
            
            
            44,000Net
      cash used in operating activities
            
            
            (5,602
            )
            
            
            (45,602
            )Cash
      flows from financing activities:Amount
      due to a director
            
            
            105,641
            
            
            
            105,641Proceeds
      from issue of shares
            
            
            -
            
            
            
            40,000Net
      cash provided by financing activities
            
            
            105,641
            
            
            
            145,641Increase
      in cash and cash equivalents
            
            
            100,039
            
            
            
            100,039Cash
      and cash equivalents at beginning of period
            
            
            -
            
            
            
            -Cash
      and cash equivalents at end of period
            
            $
            100,039
            
            
            $
            100,039





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






-7-




ZHONG WEN INTERNATIONAL
HOLDING CO., LTD. AND SUBSIDIARY


(A DEVELOPMENT STAGE
COMPANY)





NOTES
      TO FINANCIAL STATEMENTS
              SEPTEMBER
      30, 2010





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. The Company is not engaged in any business activities
and has had no meaningful operations or held income producing assets since
incorporation. In the future, the business of the Company is product procurement
for the construction industry and project consultation for construction
projects.





Going
Concern Uncertainty





The
accompanying condensed 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 September 30, 2010, the Company had cash and cash equivalents of $100,039.
The Company estimates that its cash and cash equivalents will fund its
operations through the financial support from the shareholders. The 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 projection 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 condensed
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.





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 dormant company and has no operations.





Qingzhou
RuiDong Trading Ltd





Qingzhou
RuiDong Trading Ltd (“Qingzhou RuiDong”) was incorporated in Shangdong province
of the People’s Republic of China in September 2010. Qingzhou RuiDong is a
dormant company and has no assets or operations.




NOTE
2.  SUMMARY OF PRINCIPAL ACCOUNTING POLICIES





Basis
of presentation






-8-




Zhong Wen
International Holding Co., Ltd. is a development stage company that was
incorporated in the State of Delaware on May 24, 2010. The interim condensed
consolidated financial statements include the accounts of Zhong Wen
International Holding Co., Ltd. and its subsidiaries (the “Group”). The interim
condensed consolidated financial statements have been prepared in accordance
with the US GAAP. All significant intercompany transactions and balances have
been eliminated.







The
interim condensed consolidated financial statements are unaudited and, in our
opinion, include all adjustments, consisting of normal recurring adjustments and
accruals necessary for a fair representation of our condensed consolidated
balance sheets, operating results, and cash flows for the periods presented.
Operating results for the periods presented are not necessarily indicatives of
the annual results for the year ending December 31, 2010. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with the US GAAP have been condensed or omitted in accordance with
the rules and regulations of the Securities and Exchange Commission (the
“SEC”).





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.





Earnings
per share





Basic
earnings per share is computed by dividing net operating results 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 operating results 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.





Cash
and cash equivalents





The
Company considers all highly liquid investments with an original maturity date
of three months or less to be cash equivalents.





Fair
value of financial instruments





The
carrying amount of certain of the Company’s financial instruments, including
cash and cash equivalents, other payables and accrued expenses, approximates
fair value due to their relatively short maturity.





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.




-9-




NOTE
3.  RECENT ACCOUNTING PRONOUNCEMENTS





In July
2010, the FASB issued Accounting Standards Update (“ASU”) 2010-20, Disclosures
about the Credit Quality of Financing Receivables and the Allowance for Credit
Losses. This ASU enhances the disclosure requirements about the credit quality
and related allowance for credit losses of financing receivables. The Company is
currently evaluating the impact of this standard, but would not expect it to
have a material impact on the Company’s consolidated results of operations or
financial condition, as its requirements only pertain to financial statement
note disclosure.




In August
2010, the FASB issued ASU 2010-21, Accounting for Technical Amendments to
Various SEC Rules and Schedules. This update amends various SEC paragraphs in
the FASB Accounting Standards Codification pursuant to the SEC Rule, Technical
Amendments to Rules Forms, Schedules and Codification of Financial Reporting
Policies. The Company is currently evaluating the impact of this standard, but
would not expect it to have a material impact on the Company’s consolidated
results of operations or financial condition.




In August
2010, the FASB issued ASU 2010-22, Accounting for Various Topics. This ASU
amends various SEC paragraphs in the FASB Accounting Standards Codification
based on external comments received and the issuance of Staff Accounting
Bulletin (“SAB”) No. 112, which amended or rescinded a portion of certain SAB
topics. SAB 112 was issued to bring existing SEC guidance into conformity with
ASC 805, Business Combination, and ASC 810, Consolidation. The Company is
currently evaluating the impact of this standard, but would not expect it to
have a material impact on the Company’s consolidated results of operations or
financial condition.





Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force (“EITF”)), the American Institute of Certified Public
Accountants (“AICPA”), 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.





NOTE
4. PROVISION FOR INCOME TAXES





Deferred
tax assets





The
source of significant temporary difference that gives rise to the deferred tax
asset is as follows:





September
      30, 2010Deferred
      tax assets:Tax
      losses carryforwards
            
            $
            30,464Less:
      valuation allowance
            
            
            (30,464
            )Net
      deferred tax assets
            
            $
            -





In
assessing the realizability of deferred tax assets, management considers whether
it is more likely than not that all of the assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income in each tax jurisdiction during the periods in which
temporary differences in those jurisdictions become deductible. Management
considers the projected future taxable income and tax planning strategies in
making this assessment.





The
Company has provided valuation allowances of $30,464 in respect of federal net
operating loss  and foreign unused tax loss carryforwards, which it
does not expect to utilize.




-10-




Gross
deferred tax assets at September 30, 2010 were reduced by valuation allowance of
$30,464. The total valuation allowance increased by $30,464 and such increase
was attributable to the tax effect on foreign tax losses incurred for the period
ended September 30, 2010 of $99 at enacted foreign profit tax rates and the tax
effect on federal net operating loss incurred for the period ended September 30,
2010 of $30,365 at the federal tax rate of 35%.





Income
taxes





A
reconciliation of the provision for income tax calculated using the statutory
federal income tax rate and state and local income tax rate to the Company’s
provision for income taxes is as follows:





For
      the period
              from
      July 1, 2010
              to
      September 30,
              2010
            
            
            For
      the period from
              May
      24, 2010
              (inception)
      to
              September
      30,
              2010Provision
      for income taxes at statutory rate of 35%
            
            $
            (6,501
            )
            
            $
            (30,575
            )Foreign
      tax rate difference
            
            
            111
            
            
            
            111Changes
      in valuation allowance
            
            
            6,390
            
            
            
            30,464Income
      taxes
            
            $
            -
            
            
            $
            -





NOTE
5. AMOUNT DUE TO A DIRECTOR





September
      30, 2010Mr.
      Sun Hongyi
            
            $
            105,641





The
amount due to a director is unsecured, interest free and repayable on
demand.





NOTE
6. SHAREHOLDERS’ EQUITY




General




The
Company’s total authorized capital at September 30, 2010, is 6,000,000 shares of
which 6,000,000 shares are common stock of 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, were automatically
converted into ten share of common stock, par value $0.001 (the “Forward Stock
Split”). All of the share number, share prices and per-share amounts have been
adjusted, on a retroactive basis, to reflect the effect of the Forward Stock
Split.




NOTE
7. COMMITMENTS AND CONTINGENT LIABILITIES





Operating
Lease Commitments






-11-





The
Company leases its office space under non-cancellable operating leases in PRC.
Minimum future rental payments required under non-cancellable operating leases
in effect as of September 30, 2010 are as follows by year:




2011
            
            $
            2,6872012
            
            
            2,6872013
            
            
            2,6872014
            
            
            2,6872015
            
            
            2,687More
      than 5 years
            
            
            13,097$
            26,532








NOTE
8. SUBSEQUENT EVENTS





The Company evaluated all events or transactions through the
date of the financial statements were issued.  During this period,
other than those disclosed above, the Company did not have any material
subsequent events that impacted the financial statements.














-12-





ITEM
2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations; Plan of Operations





Cautionary
Statement





The
following discussion and analysis should be read in conjunction with the balance
sheet as of September 30, 2010 and the accompanying financial statements for the
period May 24, 2010 (inception) to September 30, 2010.





The
discussion and analysis contains forward-looking statements, based on current
expectations with respect to future events and financial performance and
operating results, which statements are subject to risks and uncertainties,
including but not limited to those discussed below and elsewhere in this Report
that could cause actual results to differ from the results contemplated by these
forward looking statements. We urge you to carefully consider all of the
information set forth in this Report, including “Risk Factors.”





Overview





We are an
early stage development business  We may generate revenues in last
quarter 2010 or first quarter 2011, but as of the date of this Report, the
Company does not have any sales contracts in hand.  Sales may not
occur in the stated periods, or thereafter.   We are currently
focused on and committed to developing sales of certain construction industry
machinery, as agent under a Sales Agency Agreement with Shandong Zhongwen
Industrial Group Co. Limited (“SZIG”).





Activities  from
inception (May 24, 2010)  to September 30, 2010 have consisted in
significant part of organizing the Company as a Delaware corporation, setting up
HongKong Zhongwenbo International Group Company Limited (“Zhongwenbo”) as a
wholly-owned subsidiary of the Company, formalizing the Sales Agency Agreement
with SZIG, and
preparing a Form S-1 registration statement to file with the Securities and
Exchange Commission (the registration statement was declared effective by the
SEC on September 2, 2010).





Business
operations also commenced in the three months ended September 30, 2010 and have
gained scope through the date of this Report.  However, because we had
only nominal assets at September 30, 2010 and as of the date of this Report,
the  Company remains a shell company, as that term is defined in SEC
rules and regulations, and will retain such status until we increase the level
of operations and have more than nominal assets.





In order
to commence revenue generating operations, we will need to continue the
development and implementation of a formal marketing strategy and begin selling
SZIG products.  We also will have to initiate marketing of consulting
services to the civil and commercial construction industry, which is expected to
include some the same companies to be targeted for selling SZIG
products.





Business
operations during the quarter and to the date of this Report have
included:





1.
            Organization
      of Qingzhou RuiDong Trading Ltd. (“Qingzhou
      RuiDong”).  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 (Zhong Wen International Holding Co. Inc., a
      Delaware corporation), 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 which 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.




-13-




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 aliaison office for overseas
clients.  Zhongwenbo has no actual business operations.





2.
            Qingzhou
      RuiDong is recruiting managerial staff, and expects to set up a website in
      the near future.





3.
            Product
      marketing has commenced through telephone conferences, and attendance by
      Mr. Sun Hongyi (CEO of the Company) at an international exhibition of
      construction material and equipment vendors in July 2010.  In
      November 2010, he will attend the world wide expositions including the
      international building and construction show in Dubai, and the Eighth
      Annual China Products Exhibition in Mumbai.  We expect that
      additional sales representative recruitments  and sales
      activities will be initiated in these
areas.





For
information on our general twelve month marketing program and plan of operation,
please see the discussions under “Plan of Operations” below.





Results of
operations





From
inception to September 30, 2010, we realized no revenues, and recorded an
operating and net loss of $87,359; of this amount, $68,786 represents
organizational and SEC registration expenses (legal and accounting, and transfer
agent set up costs) incurred prior to June 30.  General and
administrative costs of $18,573 were incurred in the quarter July 1 to September
30, 2010, for professional fees and bank charges.  Going forward,
general and administrative costs are expected to increase quarterly, but may (or
may not) be offset with sales commissions from selling SZIG
equipment.





Liquidity





At
September 30, 2010, total assets (all classified as current) were $102,282,
against $149,641 of current liabilities, resulting in a working capital deficit
of $47,359.  Included in assets at September 30, 2010 is $44,000 in
“other payables and accruals” which is mainly represented the accruals of
professional fees.




-14-




Assets
increased in the quarter ended September 30, 2010 by a $105,641 loan from Mr.
Sun Hongyi (no interest, due in September 2011).  We will continue to
rely on additional capital injections from shareholders to sustain and grow
operations, pending receipt of revenues.  Without such capital
injections, or bank loans, our ability to sustain operations will be at
risk.





Contractual
Obligations





At
September 30, 2010, we had office lease obligations of $224 per month (for the
Hong Kong and Qingzhou offices).





Going
Concern





We have
incurred net losses and losses from operations and we expect that we will
continue to have negative cash flows as we implement our business plan. There
can be no assurance that our continuing efforts to execute our business plan
will be successful and that we will be able to continue as a going concern. The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate our continuation as a going concern.





We
currently do not have cash to sustain operations for the next twelve months and
we will require additional financing in order to execute the business plan and
continue as a going concern. The recent economic downturn and related credit and
financial market crisis may adversely affect our ability to obtain financing,
conduct our operations and realize opportunities to sell products. In the event
that financing does not materialize, we 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.





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.





Plan
of Operations





Our Plan
of Operations for the twelve months ending September 30, 2011 is contingent upon
receiving financing in the approximate amount of $350,000, which would be
applied as set forth below; this estimate does not take into account Mr. Sun
Hongyi’s loan of $105,641 in September 2010.  We have no
commitments or assurances that we will successful in obtaining adequate
financing.  For more detailed information on the Plan of Operations,
please see the section captioned “Management’s Discussion and Analysis of
Financial Condition and Results of Operations; Plan of Operations” in the Form
S-1 registration statement.




-15-





General
      Administrative Expenses
            
            $80,000
      - Office lease (12 months at approximately $2,000 per month); purchase or
      lease of telecommunication and computer equipment(approximately $ 23,000
      ); office furniture (approximately ($18,600 ); and an additional
      (secretarial) employee (approximately $ 1,200 monthly).The
      preceding allocations will be reduced to the extent needed to hire
      employees and consultants.Marketing
            
            $77,000
      - Travel and entertainment (approximately $62,000 ), and advertising
      (approximately $ 15,000 ).Other
            
            $193,000 -
      Professional fees ($150,000 (1)
      ); Miscellaneous ($43,000)Total
            
            $
      350 ,000





The
foregoing estimate assumes no revenues in the twelve month period.





(1)
            Professional
      fees are estimated to be in the range of $93,000 for legal and other
      professional fees, including accounting services, associated with
      compliance with Hong Kong and PRC law and regulations, and with doing
      business in the various foreign countries targeted for our marketing
      effort.  An additional amount in the range of $100,000 is
      allocated for fees and costs for public company compliance with the
      reporting requirements of the 1934 Act – including $30,000 for legal fees
      and third-party costs to file periodic reports and other documents with
      the SEC (on the SEC’s Edgar system); $8,000 to establish an internal
      controls system under section 404 of the Sarbanes-Oxley Act of 2002, and
      $50,000 for an audit of year-end financial statements of the Company, to
      be included with the Annual Report on form 10-K, and audit firm review of
      unaudited financial statements to be included in the Quarterly Reports on
      Form 10-Q.  Actual expenditures may vary from these
      estimates.





To the
extent we do not have revenues in the twelve month period, we will need working
capital to meet the budget.  The Company will attempt to obtain
short-term loans from Chinese banks, with Mr. Sun Hongyi’s personal guarantee of
repayment, and in addition may attempt to sell additional shares to current
shareholders and/or new investors.  We may not be successful in
obtaining capital in the required amounts.  In these regards, please
see the risk factors captioned We will need significant additional
capital, which we may be unable to obtain; should we fail to obtain sufficient
financing, the business will be adversely affected ; and The Company may be in competition
with the selling shareholders if the Company seeks additional capital from new
investors.





Additionally,
during the first quarter of 2011, we will implement an internal controls
system.  We already have set up a control system to ensure that
financial and other information is transmitted to management for the timely
filing of periodic reports under the 1934 Act.  We may hire a
part-time person with financial training and experience to serve as Chief
Financial Officer, replacing Mr. Sun Hongyi who currently serves in this
capacity.





-16-





Forward Looking
Statements





This Form
10-Q contains “forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All
statements other than statements of historical facts included in and
incorporated by reference into this Form 10-Q are forward-looking statements.
These forward-looking statements are subject to certain risks, trends and
uncertainties that could cause actual results to differ materially from those
projected. Among those risks, trends and uncertainties are our ability to locate
prospective customers for our products and services, close the sales, and the
continuation in business of our current only industrial equipment vendor (with
whom we have the Sales Agency Agreement).   In particular,
careful consideration should be given to cautionary statements made in the
Company’s Risk Factors stated below.





When used
in this Form 10-Q, the words, “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “estimate” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
these identifying words. Because these forward-looking statements involve risks
and uncertainties, actual results could differ materially from those expressed
or implied by these forward-looking statements for a number of important
reasons, including those discussed under Risk Factors in this Form
10-Q.





Off-Balance
Sheet Arrangements




None.





Contractual
Obligations





None.








ITEM
3.  Quantitative and Qualitative Disclosures About Market
Risk





None





ITEM
4.  Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





As of
September 30,  2010, the Company’s management, including its Chief
Executive Officer and Chief Financial Officer, completed an evaluation of the
effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”)).  Based on that evaluation the Chief
Executive Officer and Chief Financial Officer concluded:





i.
            That
      the Company’s disclosure controls and procedures are designed to ensure
      (a) that information required to be disclosed by the Company in the
      reports it files or submits under the Exchange Act is recorded, processed,
      summarized and reported, within the time periods specified in the SEC’s
      rules and forms, and (b) that such information is accumulated and
      communicated to the Company’s management, including the Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely
      decisions regarding required disclosure;
and




-17-






ii.
            That
      the Company’s disclosure controls and procedures are
      effective.





Changes in Internal Control over
Financial Reporting





We are
required to have implemented, and report upon the effectiveness, of a system of
internal control over financial reporting, for the quarter ending March 31,
2011.  We intend to have such a system (consistent with the guidelines
and principles set forth in COSO) in place in early January 2011.





PART
II.  OTHER INFORMATION





ITEM
1.





None.








ITEM
1A. Risk Factors





The
Company was organized on May 24, 2010. Because the Company has nominal
operations and nominal assets, it is a shell company as that term is defined in
SEC rules and regulations.  The Company may not become
profitable.





To date,
our business has been the development of a business plan and the negotiation and
execution of a Sales Agency Agreement with a manufacturer of building
construction machinery, located in the PRC, and limited marketing of the
machinery.  We also intend to offer project consulting services to the
construction industry but have not developed a specific marketing plan for  this activity. As of
the date of this Report, we have earned no commissions on sales or fees for
consulting services.  We will need additional funds to develop and
implement a comprehensive marketing plan, as the costs thereof will not be borne
by the manufacturing company, and for other purposes.  Please see the
next risk factor “ We will
need significant additional capital, which we may be unable to obtain; should we
fail to obtain sufficient financing, the business will be adversely
affected .”  Therefore, you have no historical performance upon
which to evaluate our business prospects. Accordingly, before investing, you
should consider the challenges, expenses and difficulties that we will face as a
development stage company.





We will need
significant 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 up to $250,000 of working capital will be needed over the
next twelve months to implement a marketing program under the Sales Agency
Agreement, sustain operations, and pay the costs of being a public company,
which amount is in addition to the loan Mr. Sun Hongyi (an officer and director
and principal shareholder) made to the Company in September 2010. 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; Plan of Operations,” and the next
risk factor “We will need
additional capital to meet our public company reporting requirements
..”




-18-




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.




We
will need additional capital to meet our public company reporting
requirements.





The legal
obligations to file periodic reports and otherwise comply with registration are
extensive and compliance is expensive.  We will have to obtain funds
to pay compliance costs, in addition to the capital needed to run the
business.  Failure to comply with the reporting and other requirements
of registration could result in the SEC de-listing the common stock, which would
automatically result in loss of the Company’s trading privileges on the OTC BB,
which, in turn, would make it very difficult for investors to sell their
stock.  Please see the “Plan of Operation” portion of “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations,”


above.





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 Form S-1 Prospectus, 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 which the
current shareholders would experience, and could prevent the Company from
raising capital from new investors.  In any event, the fact that Rule 144
will be unavailable to new investors for a year after we file “Form 10
Information” with the SEC, will make it even more difficult to sell new
shares.  Please see “Number of Shares That Could Be Sold Under Rule 144”
below.





The
Company will face formidable 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.





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





The
global economic crisis is a persistent 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.




-19-







Our
shareholders will have limited or no input on management decisions.





Mr. Sun
Hongyi, President, CEO and a director, owns 85% of our stock.  
Therefore, as a minority shareholder, you will have no or limited say in
management of the Company. Unless you are willing to entrust all aspects of our
business and operations to our officers, you should not invest in the
shares.





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.






-20-





We
presently conduct substantially all of our business through our operating
subsidiary Qingzhou RuiDong, as a “wholly foreign owned enterprise” (sometimes
referred to as a “WFOE”) under PRC law in order to benefit from certain
pro-business policies in the PRC. Generally, 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.





-21-







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
outside of the United States. and all our assets will be 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 and our
subsidiaries, 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 Hong Kong, it
would also be extremely difficult to access those assets to satisfy an award
entered against us in United States court.





We
may be unable to establish and maintain an effective system of internal control
over financial reporting, and as a result we may be unable to accurately report
our financial results or prevent fraud.





Hong Kong
and the PRC historically have been deficient in western style management,
governance and financial reporting concepts and practices, and other control
systems. Our current management has little experience with western style
management, governance and financial reporting concepts and practices, and we
may have difficulty in hiring and retaining a sufficient number of qualified
employees to work in Hong Kong or the PRC. As a result of these factors, and
especially given that we are a publicly listed company in the U.S. and subject
to regulation as such, we may experience difficulty in establishing management,
governance, legal and financial controls, collecting financial data and
preparing financial statements, books of account and corporate records, and
instituting business practices that meet western standards. We may have
difficulty establishing adequate management, governance, legal and financial
controls in Hong Kong and in the PRC.





Therefore,
we may, in turn, experience difficulties in implementing and maintaining
adequate internal controls as required under Section 404 of the
Sarbanes-Oxley Act of 2002 and other applicable laws, rules and regulations.
This may result in significant deficiencies or material weaknesses in our
internal controls which could impact the reliability of our financial statements
and prevent us from complying with SEC rules and regulations and the
requirements of the Sarbanes-Oxley Act of 2002. Any such deficiencies,
weaknesses or lack of compliance could have a materially adverse effect on our
business and the public announcement of such deficiencies could adversely impact
our stock price.





-22-





ITEM
2.  Unregistered Sales of Equity Securities and Use of
Proceeds




None.





ITEM
3.  Defaults Upon Senior Securities





Not
Applicable





ITEM
4.  Submission of Matter to a Vote of Security Holders





Not
applicable for this period.





ITEM
5.  Other Information





Not
Applicable





ITEM
6.  Reports on Form 8-K





None.




-23-


ITEM
6.  Exhibits





(a)
            Exhibits31.1
            Certification
      of Chief Executive Officer Pursuant to Rule 13a-15(e) / Rule
      15d-15(e)31.2
            Certification
      of Chief Financial Officer Pursuant to Rule 13a-14(a) / Rule
      15(e)/15d-15(e)32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to 18
      U.S.C. 1350.








SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





Zhong
      Wen International Holding Co, Inc.(Registrant)Date:
      November 16, 2010
            
            By:
            /s/
      Sun HongyiSun
      Hongyi, CEO and CFODate:
      November 16, 2010
            
            By:
            /s/
      Sun HongyiSun
      Hongyi, Sole Director








-24-