10-Q

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 1934
	For the quarter ended  March 31, 2011 or
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, INC.

(Exact name of registrant as specified in its charter)

Delaware	Applied For
(State or other jurisdiction of	(I.R.S. Employer
incorporation 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     o
Non-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    o                          NO   x

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

At May 11, 2011, there were issued and outstanding 4,000,000 shares of the Company’s common stock, $.001 par value.

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Zhong Wen International Co., Inc. and Subsidiaries

INDEX

		Page No.
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements.	4
	Condensed Consolidated Balance Sheet as of September 30, 2010 (unaudited)	4
	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)	5
	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)	7
	Condensed Consolidated Statement of Stockholders’ Equity for the period from Inception (May 24, 2010) to September 30, 2010 (unaudited)	6
	Notes to Condensed Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II.	OTHER INFORMATION	17
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
Item 5.	Other Information	18
Item 6.	Exhibits and Reports on Form 8-K	18
	Signatures	19
	Certifications	See Exhibits

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PART I.  FINANCIAL INFORMATION

ITEM 1.   Financial Statements

ZHONG WEN INTERNATIONAL HOLDING CO., LTD. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEET

(STATED IN US DOLLARS)

	March 31, 2011			December 31, 2010
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	64,437		$	90,718
Trade receivables		148,092			55,577
Deposits		1,016,960			1,010,804
Total current assets		1,229,489			1,157,099
TOTAL ASSETS		1,229,489		$	1,157,099
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Amount due to a director	$	1,127,919		$	1,126,269
Income tax payables		19,161			10,716
Other payables and accruals		117,370			110,382
Total current liabilities		1,264,450			1,247,367
Commitments and Contingencies
Shareholders' deficit
Common stock
Authorized: 6,000,000 shares, par value $0.001
Issued and outstanding: 4,000,000 shares at March 31, 2011 (December 31, 2010: 4,000,000 shares)		4,000			4,000
Additional paid-in-capital		36,000			36,000
Accumulated other comprehensive income		18,555			11,740
Statutory reserve – restricted		8,588			2,857
Accumulated deficit		(102,104	)		(144,865	)
TOTAL SHAREHOLDERS’ DEFICIT		(34,961	)		(90,268	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	1,229,489		$	1,157,099

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

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ZHONG WEN INTERNATIONAL HOLDING CO., LTD. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

(STATED IN US DOLLARS)

	For the period from January 1, 2011 to March 31, 2011
Revenue	$	92,037
General and administrative expenses		(24,567	)
Operating profit		67,470
Other income		121
Profit before income taxes		67,591
Income taxes		(19,099	)
Net profit		48,492
Other comprehensive income Foreign currency translation		6,815
Comprehensive income	$	55,307
Earning per share
Basic	$	0.01
Diluted	$	0.01
Weighted average number of common stock outstanding
Basic		4,000,000
Diluted		4,000,000

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

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ZHONG WEN INTERNATIONAL HOLDING CO., LTD. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT (UNAUDITED)

FOR THE PERIOD FROM JANUARY 1, 2011 TO MARCH 31, 2011

(STATED IN US DOLLARS)

	Preferred stock				Common stock
	Shares		Amount		Shares		Amount		Additional paid-in capital		Accumulated other comprehensive income		Statutory reserve – restricted		Accumulated deficit			Total stockholders’ equity
Balance at January 1, 2011		-	$	-		4,000,000	$	4,000	$	36,000	$	11,740	$	2,857	$	(144,865	)	$	(90,268	)
Transfer to reserve		-		-		-		-		-		-		5,731		(5,731	)		-
Net profit		-		-		-		-		-		-		-		48,492			48,492
Translation adjustments		-		-		-		-		-		6,815		-		-			6,815
Balance at March 31, 2011		-	$	-		4,000,000	$	4,000	$	36,000		18,555		8,588		(102,104	)		(34,961	)

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

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ZHONG WEN INTERNATIONAL HOLDING CO., LTD. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(STATED IN US DOLLARS)

Cash flows from operating activities:	For the period from January 1, 2011 to March 31, 2011
Net profit	$	48,492
Changes in operating assets and liabilities:
Trade receivables		(92,515	)
Deposits		(6,156	)
Income tax payables		8,445
Other payables and accrued expenses		6,988
Net cash used in operating activities		(34,746	)
Cash flows from financing activities:
Amount due to a director		1,650
Net cash provided by financing activities		1,650
Effect of exchange rate		6,815
Decrease in cash and cash equivalents		(26,281	)
Cash and cash equivalents at beginning of period		90,718
Cash and cash equivalents at end of period	$	64,437
Cash paid for: Income tax	$	10,654
Interest	$	-

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

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ZHONG WEN INTERNATIONAL HOLDING CO., LTD. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

MARCH 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 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.

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 March 31, 2011, the Company had cash and cash equivalents of $64,437. 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 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 holding company and has no operations, other than its 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 in September 2010. Qingzhou RuiDong is engaged in export of construction machinery and equipment.

NOTE 2.  SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

Basis of presentation

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

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, 2011. Certain information and footnote disclosures normally included in financial statements prepared in accordance with 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.

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Loss per share

Basic loss 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.

Trade receivables

In the normal course of business the Group extends 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, the Group evaluates 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 March 31, 2011 (December 31, 2010: Nil) was recorded.

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.

Revenue recognition

The Group recognizes 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.

Shipping and handling costs

No shipping and handling costs were recognized for the period ended March 31, 2011.

Advertising costs

Advertising costs are expensed as incurred. No advertising costs were recognized for the period ended March 31, 2011.

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.

Foreign currency translation

The accompanying financial statements are presented in United States dollars. The functional currency of the operating subsidiary of the Group is 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:

Balance sheet	RMB6.55 to $1.00
Statement of operations	RMB6.57 to $1.00

As at March 31, 2011, RMB91,486 equivalents to $13,967 is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into $ at the rates used in translation.

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.

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 NOTE 3.  RECENT ACCOUNTING PRONOUNCEMENTS

In April 2011, the FASB issued Accounting Standards Update (“ASU”) 2011-02 – Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. This update to Receivables (Topic 310) clarifies the guidance for a creditor’s evaluation of whether a restructuring constitutes a troubled debt restructuring. This update clarifies, when evaluating a restructuring as a troubled debt restructuring, whether a creditor has granted a concession to a debtor and whether the debtor is experiencing financial difficulties. The objective of this amendment is to promote greater consistency in the application of US GAAP for debt restructurings from the creditor’s perspective. The effective date of this update is for the first interim period beginning after June 15, 2011, and should be applied retrospectively to the beginning of the current year. 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. INCOME TAXES

Deferred tax assets

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

	March 31, 2011 (Unaudited)				December 31, 2010 (Audited)
Deferred tax assets:
Tax losses carryforwards		$	62,070		$	59,204
Less: valuation allowance			(62,070	)		(59,204	)
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 $62,070 (December 31, 2010: $59,204) in respect of federal net operating loss and foreign unused tax loss carryforwards, which it does not expect to utilize.

The valuation allowance increased by $2,866 and such increase was attributable to the tax effect on foreign tax losses incurred for the period ended March 31, 2011 of $13 at enacted foreign profit tax rates and the tax effect on federal net operating loss incurred for the period ended March 31, 2011 of $2,853 at the federal tax rate of 35%.

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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 January 1, 2011 to March 31, 2011
Provision (Credit) for income taxes at statutory rate of 35%	$	23,656
Foreign tax rate difference		(7,577	)
Non-deductible expenses and non-assessable profits		154
Change in valuation allowance		2,866
Income tax provision	$	19,099

NOTE 5. DEPOSITS

The balance represents the prepayment to Shandong Zhongwen Industrial Group Company Limited, which is the party entered into the sales agency agreement dated June 23, 2010 with Zhongwenbo.

NOTE 6. AMOUNT DUE TO A DIRECTOR

The amount due to a director, Sun Hongyi, was unsecured, interest free and repayable on demand.

NOTE 7. SHAREHOLDERS’ EQUITY

General

The Company’s total authorized capital at March 31, 2011, 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, 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 8. COMMITMENTS AND CONTINGENT LIABILITIES

Operating Lease Commitments

The Group 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 March 31, 2011 are as follows by year:

2011	$	2,061
2012		2,748
2013		2,748
2014		2,748
2015		2,748
	$	13,053

Rent expense for the period ended March 31, 2011 was $685.

Capital Commitments

As of March 31, 2011, the Group had the followings outstanding capital expenditure commitments:

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Authorized and contracted, but not provided for:

Inventories $ 137,221

NOTE 9. 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.

End of financial statements.

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 March 31, 2011 and the accompanying financial statements for the period January 1, 2011 to March 31, 2011.

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, and the “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2010.

Overview

We are a holding company and conduct all of our operations through our indirect, wholly-owned subsidiary, Qingzhou RuiDong, which acts as an agent under a Sales Agency Agreement with Shandong Zhongwen Industrial Group Co. Limited (“SZIG”).  SZIG makes and sells certain construction industry machinery.

Since November 2010, we commenced our business and noted three transactions for the year. In order to enhance our operations, we will need to improve our marketing strategy. We also will 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

	For the period from January 1, 2011 to March 31, 2011
	In dollars			As a percentage of net sales
Revenue	$	92,037			100	%
General and administrative expenses		(24,567	)		(27	)%
Operating loss		67,470			73	%
Other income
Other income		121			1	%
Total other income		121			1	%
Profit before income taxes		67,591			74	%
Provision for income taxes		(19,099	)		(21	)%
Net profit		48,492			53	%
Other comprehensive income
Foreign currency translation		6,815			7	%
Comprehensive income	$	55,307			60	%
Earning per share
Basic	$	0.01
Diluted	$	0.01

For the period from January 1, 2011 to March 31, 2011, we generated revenue $92,037 and incurred a net profit of $48,492. Revenue derived represents the commission income according to the Sales Agency Agreement with SZIG during the period. During this period, our expenses mainly related to salaries, travelling expenses and professional fees accrued for this Report on Form 10-Q.

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Liquidity

At March 31, 2011, we had cash and cash equivalents of approximately $64,437. The following table provides detailed information about our net cash flow for all financial statements periods presented in this report.

Cash Flow

	For the period from January 1, 2011 to March 31, 2011
Cash and cash equivalents at beginning of period	$	90,718
Net cash used in operating activities		(34,746	)
Net cash provided by financing activities		1,650
Effect of exchange rate on cash and cash equivalents		6,815
Cash and cash equivalents at end of period		64,437

Operating Activities

Net cash used in operating activities was $34,746 for the period ended March 31, 2011. The net cash used in operating activities for the period ended March 31, 2011 was mainly attributable to net change of trade receivables of $92,515.

Financing Activities

Net cash provided by financing activities was $1,650 for the period ended March 31, 2011. The net cash provided by financing activities for the period ended March 31, 2011 represents the increase of amount due to Mr. Sun Hongyi.

Contractual Obligations

At March 31, 2011, we had operating lease obligations of $13,053 for the years ending December 31, 2011 to 2015, and capital commitments of $137,221 to purchase inventories.

Going Concern

We have incurred net losses and losses from operations and we expect that we will continue to have negative cash flows since we are in the development stage of our business. There can be no assurance that continuing efforts to execute and expand 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 the financing does not materialize, we may be unable to continue as a going concern.

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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 Pronoucement

In April 2011, the FASB issued Accounting Standards Update (“ASU”) 2011-02 – Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. This update to Receivables (Topic 310) clarifies the guidance for a creditor’s evaluation of whether a restructuring constitutes a troubled debt restructuring. This update clarifies, when evaluating a restructuring as a troubled debt restructuring, whether a creditor has granted a concession to a debtor and whether the debtor is experiencing financial difficulties. The objective of this amendment is to promote greater consistency in the application of US GAAP for debt restructurings from the creditor’s perspective. The effective date of this update is for the first interim period beginning after June 15, 2011, and should be applied retrospectively to the beginning of the current year. We are currently evaluating the impact of this standard, but would not expect it to have a material impact on our consolidated results of operations 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, management will closely monitor the inflation, if any, and continually maintain effective cost control in operations.

Seasonality

We do not have any seasonal activities.

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Plan of Operations

Our plan of operations for the balance of fiscal year 2011 is set forth below.

As we have already commenced our business since November 2010, we will focus our development of business in the PRC during the first two quarters of fiscal year 2011. At the same time, we will further expand our marketing service team and improve the distribution networks to promote the products to customers outside the PRC. According to our business plan, our target of commissions on sales of machinery will increase 3.8 times to approximately RMB1,769,000, equivalent to $262,000. While this is not an unreasonable goal in view of contracts in hand and sales effected in 2011 through end of April 2011, attainment of the goal is not assured given the concurrent intention of management to expand services (in line with our overall business plan as detailed in the Annual Report on Form 10-K for year ended December 31, 2010) and the increased costs that will attend the expansion.

Apart from the sales of machinery, we will start our consultancy services from 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 2011, depending on the business volume.

Since expansion of our business plan, our general and administrative expense is expected to increase as more and more employees will be employed for both the marketing service team and the consultant service team. To improve our distribution network, travelling expense is also expected to increase in proportion to sales. We will need additional funds to fully develop and implement the plan. Our principal shareholder has already indicated continuing financial support to the Company.  However, our continued viability as a business will depend on the shareholder’s continuing support, and/or upon obtaining necessary funds from third parties, and/or generating sufficient revenues from operations to expand the business with internal capital.

From January 1, 2011 to end of April 2011, we have already signed 18 contracts and sold 40 construction industry machineries. In these transactions, we have already generated approximately $114,000 commission income.

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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 March 31, 2011, 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    

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

Changes in Internal Control over Financial Reporting

None.

PART II.  OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

ITEM 1A. Risk Factors

None in addition to the business risks discussed in the Annual Report on Form 10-K for the year ended December 31, 2010.

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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.

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ITEM 6.   Exhibits

(a)	Exhibits
	31.1	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 on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

	Zhong Wen International Holding Co, Inc.
	(Registrant)
Date: May 11, 2011	By:	/s/ Sun Hongyi
		Sun Hongyi, CEO and CFO

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Sun Hongyi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Zhong Wen International Holding Co., Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this transition report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such systems for financial reporting, or caused such systems for financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and

d. Disclosed in this report any change in the registrant's system for financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's system for system for financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

DATED this 11th day of May, 2011.

/s/Sun Hongyi  

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Sun Hongyi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Zhong Wen International Holding Co., Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this transition report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such systems for financial reporting, or caused such systems for financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and

d. Disclosed in this report any change in the registrant's system for financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's system for system for financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

DATED this 11th day of May, 2011.

/s/Sun Hongyi  

Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Zhong Wen International Holding Co., Inc. (the "Company") on Form 10-Q for the period ended March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Sun Hongyi, Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1)           The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

  /s/ Sun Hongyi

Chief Executive Officer and Chief Financial Officer

May 11, 2011

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to Zhong Wen International Holding Co., Inc. and will be retained by Zhong Wen International Holding Co., Inc. and furnished to the Securities and Exchange Commission or its staff upon request.