Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - TYIN Group Holdings LtdFinancial_Report.xls
EX-32.1 - TYIN Group Holdings Ltdsmsakerr1qex321093012.htm
EX-31.1 - TYIN Group Holdings Ltdsmsakerr1qex311093012.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

Form 10-Q

(Mark one)
 
x Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 
   
 
For the quarterly period ended September 30, 2012
   
o
Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period from ______________ to _____________
 


Commission File Number: 000-54275

SMSA Kerrville Acquisition Corp.
(Exact name of registrant as specified in its charter)

Nevada
27-3924073
(State of incorporation)
(IRS Employer ID Number)
 
D2-6F #219 Minquan Road, New Taipei, Dan-Shu District #25159, Taipei, Taiwan
17700 Castleton Street, Suite 558, City of Industry, California 91748
(Address of principal executive offices)

(626) 215-8215
(Issuer's telephone number)




Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES 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 Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x   NO o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
Large accelerated filer     o
Accelerated filer                           o
 
Non-accelerated filer       o
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
 
State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:November 19, 2012: 10,025,034

Transitional Small Business Disclosure Format (check one):    YES o   NO x
 
 
 
1

 
 
SMSA Kerrville Acquisition Corp.

Form 10-Q for the Quarter ended September 30, 2012

Table of Contents
 Page
Part I - Financial Information
 
   
Item 1 - Financial Statements
3
   
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
 
    
13
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
16
   
Item 4 - Controls and Procedures
16
   
Part II - Other Information
 
   
Item 1 - Legal Proceedings
16
   
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
17
   
Item 3 - Defaults Upon Senior Securities
17
   
Item 4 - Mine Safety Disclosures
17
   
Item 5 - Other Information
17
   
Item 6 - Exhibits
17
   
Signatures
17
 
 
 
 
2

 
 
Part I - Financial Information
Item 1 - Financial Statements


SMSA Kerrville Acquisition Corp. and Subsidiary
Consolidated Balance Sheets
September 30, 2012 and December 31, 2011

   
(Unaudited)
   
(Audited)
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
ASSETS
 
Current Assets
           
Cash on hand and in bank
  $ -     $ 28,669  
Accounts receivable - Trade
    -       288  
Prepaid expenses - Related party
    -       400  
                 
Total current assets
    -       29,357  
                 
Total Assets
  $ -     $ 29,357  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
Current Liabilities
               
Accounts payable
               
Trade
  $ -     $ -  
Related party
    -       3,400  
Accrued interest payable to officer
    -       1,184  
Accrued federal income taxes payable
    890       3,480  
                 
Total current liabilities
    890       8,064  
                 
Total Liabilities
    890       8,064  
                 
                 
Commitments and Contingencies
               
                 
                 
Stockholders' Equity (Deficit)
               
Preferred stock - $0.001 par value
               
10,000,000 shares authorized.
               
None issued and outstanding
    -       -  
Common stock - $0.001 par value.
               
100,000,000 shares authorized.
               
10,025,034 shares issued and outstanding
    10,025       10,025  
Additional paid-in capital
    (8,475 )     (8,475 )
Retained earnings (Deficit)
    (2,440 )     20,043  
                 
Total Stockholders' Equity
    (890 )     21,593  
                 
Total Liabilities and Stockholders’ Equity
  $ -     $ 29,657  
 
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
 
 
 
3

 

 

SMSA Kerrville Acquisition Corp. and Subsidiary
Consolidated Statement of Operations and Comprehensive Loss
Nine and Three months ended September 30, 2012 and 2011

(Unaudited)

   
Nine months
   
Nine months
   
Three months
   
Three months
 
   
ended
   
ended
   
ended
   
ended
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Revenues
  $ -     $ -     $ -     $ -  
                                 
Operating expenses
    -       -       -       -  
                                 
Income (Loss) from operations
    -       -       -       -  
                                 
Other income (expense)
                               
Interest expense to officer
    -       (937 )     -       (378 )
                                 
Loss from continuing operations
                               
before provision for income taxes
            (937 )             (378 )
                                 
Provision for income taxes
    -       -       -       -  
                                 
Loss from continuing operations
    -       (937 )     -       (378 )
                                 
Discontinued operations,
                               
net of income taxes
                               
Income (Loss)from discontinued
                               
operations, net of provision
                               
(benefit)for income taxes of
                               
$1,560, $2,100, $455 and
                               
$(1,350), respectively
    8,807       13,210       2,549       (2,431 )
                                 
Income (Loss) from
                               
discontinued operations
    8,807       13,210       2,549       (2,431 )
                                 
Other comprehensive income
    -       -       -       -  
                                 
Comprehensive Income (Loss)
  $ 8,807     $ 12,273     $ 2,549     $ (2,809 )
                                 
Loss per weighted-average share
                               
of common stock outstanding,
                               
computed on net loss - basic
                               
and fully diluted
                               
From continuing operations
 
nil
   
nil
   
nil
   
nil
 
From discontinued operations
 
nil
   
nil
   
nil
   
nil
 
Total
 
nil
   
nil
   
nil
   
nil
 
                                 
Weighted-average number of shares
                               
of common stock outstanding -
                               
basic and fully diluted
    10,025,034       10,025,034       10,025,034       10,025,034  
 
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
 
 
 
4

 

 
SMSA Kerrville Acquisition Corp. and Subsidiary
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
Period from November 9, 2010 (date of inception) through September 30, 2012

(Unaudited)

               
Additional
             
   
Common Stock
   
paid-in
   
Retained
       
   
Shares
   
Amount
   
capital
   
earnings
   
Total
 
Common stock of SMSA Kerrville
                             
Acquisition Corp. issued pursuant
                             
to the plan of reorganization at
                             
bankruptcy settlement date on
                             
August 1, 2007 (par value $0.001)
    525,034     $ 525     $ 475     $ -     $ 1,000  
                                         
Stock issued at formation of
                                       
STC Edgar, Inc. (par value $1.00)
                                       
on November 9, 2010
    1,000       1,000       -       -       1,000  
                                         
Net effect of share exchange agreement
                                       
between SMSA Kerrville Acquisition
                                       
Corp. and STC Edgar, Inc. on
                                       
December 15, 2010
    9,499,000       8,500       (9,200 )     -       (700 )
                                         
Net loss for the period from
                                       
November 9, 2010 (date of
                                       
inception) through December 31,
                                       
2010
    -       -       -       (300 )     (300 )
                                         
Balances at December 31, 2010
    10,025,034       10,025       8,725 )     (300 )     1,000  
                                         
Capital contributed
                                       
to support operations
    -       -       250       -       250  
                                         
Net income for the year
    -       -       -       20,043       20,043  
                                         
Balances at December 31, 2011
    10,025,034       10,025       (8,475 )     19,743       21,293  
                                         
Dividend of STC Edgar, Inc. to
                                       
former controlling shareholder
    -       -       -       (30,990 )     (30,990 )
                                         
Net income for the nine months
                                       
ended September 30, 2012
    -       -       -      
8,807
      8,807  
                                         
Balances at September 30, 2012
    10,025,034     $ 10,025     $ (8,475 )   $ (2,440 )   $ (890 )

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.


 
5

 

SMSA Kerrville Acquisition Corp. and Subsidiary
Consolidated Statement of Cash Flows
Nine months ended September 30, 2012 and 2011

(Unaudited)
 
   
Nine months
   
Nine months
 
   
ended
   
ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
 
Cash Flows from Operating Activities
           
Net income for the period
  $ 8,807     $ 12,273  
Adjustments to reconcile net loss
               
to net cash provided by operating activities
               
Depreciation
    -       -  
Bad debt expense
    4,007       -  
(Increase) Decrease in
               
Accounts receivable
    (13,153 )     -  
Prepaid expenses
    (392 )     -  
Increase (Decrease) in
               
Accounts payable
               
Related Party
    (3,400 )     7,200  
Trade
    1,500       -  
Accrued income taxes payable
    (2,590 )     2,100  
Accrued interest payable to officer
    (1,184 )     937  
                 
Net cash provided by operating activities
    (6,405 )     22,510  
                 
                 
Cash Flows from Investing Activities
    -       -  
                 
                 
Cash Flows from Financing Activities
               
Cash received on loan from officer
    -       25,000  
Capital contributed to support operations
    -       250  
Sale of common stock at the formation of STC Edgar, Inc.
    -       -  
Cash contributed for the formation of STC Edgar, Inc.
    -       -  
Cash of STC Edgar, Inc. distributed at transfer in August 2012
    (22,264 )     -  
                 
Net cash provided by financing activities
    (22,264 )     25,250  
                 
Increase in Cash
    (28,669 )     47,760  
                 
Cash at beginning of period
    28,669       1,000  
                 
Cash at end of period
  $ -     $ 48,760  
                 
Supplemental Disclosure of
               
Interest and Income Taxes Paid
               
Interest paid during the period
  $ 1,184     $ -  
Income taxes paid during the period
  $ 4,550     $ -  
                 
Supplemental Disclosure of
               
Non-cash Investing and Financing Activities
               
Dividend of non-cash assets at distribution of
               
STC Edgar, Inc.
  $ 10,226     $ -  

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.


 
6

 


SMSA Kerrville Acquisition Corp. and Subsidiary
Notes to Consolidated Financial Statements
September 30, 2012 and December 31, 2011



Note A - Background and Description of Business

SMSA Kerrville Acquisition Corp. (Company) was organized on May 3, 2010 as a Nevada corporation to effect the reincorporation of Senior Management Services of Kerrville, Inc., a Texas corporation, mandated by the plan of reorganization discussed below.

On December 15, 2010, the Company, STC Edgar, Inc. (Edgar) and the individual stockholders of Edgar entered into a Share Exchange Agreement (Exchange Agreement) whereby the stockholders of Edgar exchanged 100.0% of the issued and outstanding stock of Edgar for 9,500,000 shares of restricted, unregistered common stock of the Company.  Edgar then became a wholly-owned subsidiary of the Company.

In February 2011, the Company filed a Registration Statement on Form 10 on a voluntary basis to become a reporting issuer pursuant to Section 12(g) of the Securities Exchange Act of 1934, which is a prerequisite for our common stock to become eligible for quotation on the OTC Bulletin Board.  This Registration Statement was declared effective by the SEC on or about April 13, 2011.

Effective April 1, 2011, the Company’s wholly-owned subsidiary, Edgar, commenced business as a start-up company and took over the electronic document filing operations and clients formerly serviced by Securities Transfer Corporation, a related entity controlled by the Company’s President and majority stockholder, Kevin B. Halter, Jr., which was closed.   No consideration was paid from the Company to Securities Transfer Corporation for the this business.  This action removed the Company from the requirements of reporting as a “development stage company”.

Through the Company’s wholly-owned subsidiary, Edgar, the Company provided EDGARizing services to various commercial and corporate entities.   Our primary service was the EDGARization of corporate documents that require filing on EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system maintained by the Securities and Exchange Commission.  EDGAR performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the Securities and Exchange Commission.  These documents include registration statements, prospectuses, annual reports, quarterly reports, periodic reports, debt agreements, special proxy statements, offering circulars, tender offer materials and other documents related to corporate financings, acquisitions and mergers. We received our clients’ information in a variety of media, and reformat it for distribution, either in print, digital or Internet form.  Neither the Company nor its wholly-owned subsidiary have any past or present  affiliation with the U. S. Securities and Exchange Commission in any manner.

On August 9, 2012, our Chief Executive Officer, Director and controlling stockholder, Kevin B. Halter Jr. (Halter, Jr.), sold 8,020,028 shares to Jonathan Chen (Chen), an unrelated third party, for a sale price of approximately $360,000.  Chen utilized existing funds to facilitate this purchase of the Company’s stock.  These shares represent approximately 80% of all our all shares issued and outstanding at the transaction date and, as a result of this transaction, the Company experienced a change in change in control. Concurrent with the change in control, the Company agreed to transfer to Halter, Jr., via dividend, 100% of the Company’s ownership interest in Edgar.

Also on August 9, 2012, the Board of Directors appointed Chen as the Company’s new President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer and sole Director and accepted the resignation of Halter, Jr. from the same positions.  Chen, age 52, is and has been the Chief Executive Officer of Guwenhua The Company Limited Hong Kong (GWH), since 2012 .

The Company’s current business plan is to consummate a business combination transaction with GWH.


Note B - Preparation of Financial Statements

The acquisition of STC Edgar, Inc. on December 15, 2010 by SMSA Kerrville Acquisition Corp. effected a change in control and was accounted for as a “reverse acquisition” whereby STC Edgar, Inc. is the accounting acquiror for financial statement purposes.  Accordingly, for all periods subsequent to the December 15, 2010 “reverse acquisition” transaction, the historical financial statements of the Company reflect the financial statements of STC Edgar, Inc. since it’s inception on November 9, 2010 through August 9, 2012 and the operations of SMSA Kerrville Acquisition Corp. subsequent to December 15, 2010.
 
 
 
7

 

SMSA Kerrville Acquisition Corp. and Subsidiary
Notes to Consolidated Financial Statements - Continued
September 30, 2012 and December 31, 2011



Note B - Preparation of Financial Statements - Continued

The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles and has established a year-end for accounting purposes of December 31.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.  The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-K containing the Company’s financial statements for the year ended December 31, 2011.  The information presented within these interim financial statements may not include all disclosures required by generally accepted accounting principles and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein.

In the opinion of management, the accompanying interim financial statements, prepared in accordance with the U. S. Securities and Exchange Commission’s instructions for Form 10-Q, are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented.  The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2012.


Note C - Related Party Transactions and Conflicts of Interest

Timothy P. Halter, the Company’s former sole officer and director from August 1, 2007 (date of bankruptcy settlement) through December 14, 2010, is the sole officer, director and stockholder of Halter Financial Group, Inc. (HFG), and an officer and member of Halter Financial Investments GP, LLC, general partner of Halter Financial Investments, L. P. (HFI), our former controlling stockholder.  Timothy P. Halter is the brother of Kevin B. Halter, Jr. who has served as the Company’s sole officer and director from December 15, 2010 until August 9, 2012.  Kevin B. Halter, Jr. was responsible for the implementation and operation of our business plan.

Kevin Halter, Jr., our controlling stockholder, is also the President and majority stockholder of Securities Transfer Corporation, an affiliated entity which formerly provided services comparable to those of the Company.  Mr. Halter is not obligated to contribute any specific number of hours to our affairs, which may result in an conflict of interest in allocating his time between our operations and his other business affairs.   If his other business affairs require him to devote more substantial amounts of time to such interests, it could limit his ability to devote time to our affairs and could have a negative impact on our ability to manage our business plan.

Subsequent to the December 15, 2010 transaction date, the Company and it’s current controlling stockholder, Kevin Halter, Jr., agreed that additional funds were necessary to support the corporate entity, comply with the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and commence operations under the Company’s business plan.  To this end, in February 2011, Mr. Halter loaned the Company $25,000 through a loan agreement bearing interest at 6.0% with the note being due upon demand.  This loan was repaid in November 2011 from funds generated through operating activities.  The Company accrued approximately $1,184 in interest payable of which $1,164 was repaid during the quarter ended September 30, 2012.
 
 
 
8

 

SMSA Kerrville Acquisition Corp. and Subsidiary
Notes to Consolidated Financial Statements - Continued
September 30, 2012 and December 31, 2011



Note C - Related Party Transactions and Conflicts of Interest - Continued

On April 1, 2011, concurrent with the commencement of operation of our business plan, the Company contracted with Securities Transfer Corporation to provide personnel, office space, equipment and administrative support for our business plan.  Accordingly, the Company has paid or accrued approximately $1,200 per month for personnel costs and approximately $400 per month for office space, equipment usage and administrative support in the operation of our business plan, totaling approximately $11,200 and $14,400 for the nine months ended September 30, 2012 and the year ended December 31, 2011, respectively.


Note D - Summary of Significant Accounting Policies

1.
Cash and cash equivalents

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

2.
Accounts receivable

In the normal course of business, the Company extends unsecured credit to virtually all of its customers which are located throughout the United States.  Because of the credit risk involved, management has provided an allowance for doubtful accounts which reflects its opinion of amounts which will eventually become uncollectible.  In the event of complete non-performance, the maximum exposure to the Company is the recorded amount of trade accounts receivable shown on the balance sheet at the date of non-performance.

The Company charges all customers on an “as-completed” project basis with virtually all projects being completed in 1 working day or less.  Accordingly, revenue is recognized by the Company at the point at which the project is transmitted to the U. S. Securities and Exchange Commission.  The Company then has no remaining performance obligations, management is of the opinion that collection is reasonably assured and the Company’s services do not allow for any no right of return on the part of the customer.

3.
Reorganization costs

The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization of the Company were charged to operations as incurred.

4.
Income taxes

The Company files income tax returns in the United States of America and various states, as appropriate and applicable.  The Company does not anticipate any examinations of any tax returns filed since the Company’s inception in 2010.

The Company uses the asset and liability method of accounting for income taxes.  At September 30, 2012 and December 31, 2011, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences.  Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals, as well as the potential impact of any net operating loss carryforwards (s) and their potential utilization.
 
The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification.  The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority.  As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.
 
 
 
9

 

SMSA Kerrville Acquisition Corp. and Subsidiary
Notes to Consolidated Financial Statements - Continued
September 30, 2012 and December 31, 2011



Note D - Summary of Significant Accounting Policies - Continued

4.
Income taxes - continued

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).

5.
Income (Loss) per share

Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.

As of September 30, 2012 and 2011, respectively, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation.

6.
Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.


Note E - Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.

Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates.  The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.

Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates.  The Company does not use derivative instruments to moderate its exposure to financial risk, if any.





(Remainder of this page left blank intentionally)
 
 
 
10

 

SMSA Kerrville Acquisition Corp. and Subsidiary
Notes to Consolidated Financial Statements - Continued
September 30, 2012 and December 31, 2011



Note F - Income Taxes

The components of income tax (benefit) expense for the nine months ended September 30, 2012 and 2011, respectively, is as follows:

 
 
Nine months
   
Nine months
 
 
 
ended
   
ended
 
 
 
September 30,
   
September 30,
 
 
 
2012
   
2011
 
Federal:
           
Current
  $ 1,560     $ 2,100  
Deferred
    -       -  
      1,560       2,100  
State:
               
Current
    -       -  
Deferred
    -       -  
      -       -  
                 
Total
  $ 1,560     $ 2,100  

As of September 30, 2012, the Company has no net operating loss carryforwards.  The amount and availability of any future net operating loss carryforward will be subject to the limitations set forth in the Internal Revenue Code.  Such factors as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward(s).

The Company's income tax expense (benefit) for the nine months ended September 30, 2012 and 2011, respectively, varied from the statutory rate of 34% as follows:

 
 
Nine months
   
Nine months
 
 
 
ended
   
ended
 
 
 
September 30,
   
September 30,
 
 
 
2012
   
2011
 
             
Statutory rate applied to income before income taxes
  $ 2,500     $ 4,900  
                 
Increase (decrease) in income taxes resulting from:
               
State income taxes
    -       -  
Other, including use of graduated tax brackets
               
allocated between taxpayers under common control
    (940 )     (2,800 )
                 
Income tax expense
  $ 1,560     $ 2,100  

The Company’s only temporary difference due to statutory requirements in the recognition of assets and liabilities for tax and financial reporting purposes, as of September 30, 2012 and December 31, 2011, respectively, relates solely to the Company’s net operating loss carryforward(s).  This difference gives rise to the financial statement carrying amounts and tax bases of assets and liabilities causing either deferred tax assets or liabilities, as necessary, as of December 31, 2011 and 2010, respectively:
 
 
 
September 30,
   
December 31,
 
 
 
2012
   
2011
 
Deferred tax assets
           
Net operating loss carryforwards
  $ -     $ -  
Less valuation allowance
    -       -  
                 
      Net Deferred Tax Asset
  $ -     $ -  

During the nine months ended September 30, 2012 and the year ended December 31, 2011, the valuation allowance for the deferred tax asset increased (decreased) by approximately $-0- and $(100), respectively.
 
 
 
11

 
 
SMSA Kerrville Acquisition Corp. and Subsidiary
Notes to Consolidated Financial Statements - Continued
September 30, 2012 and December 31, 2011



Note G - Capital Stock Transactions

On December 15, 2010, the Company, STC Edgar, Inc. (Edgar) and the individual stockholders of Edgar entered into a “Share Exchange Agreement” (Exchange Agreement) whereby the stockholders of Edgar exchanged 100.0% of the issued and outstanding stock of Edgar for 9,500,000 shares of restricted, unregistered common stock of the Company.  Edgar then became a wholly-owned subsidiary of the Company.

On August 9, 2012, our Chief Executive Officer, Director and controlling stockholder, Kevin B. Halter Jr. (Halter, Jr.), sold 8,020,028 shares to Jonathan Chen (Chen), an unrelated third party, for a sale price of approximately $360,000.  Chen utilized existing funds to facilitate this purchase of the Company’s stock.  These shares represent approximately 80% of all our all shares issued and outstanding at the transaction date and, as a result of this transaction, the Company experienced a change in change in control. Concurrent with the change in control, the Company agreed to transfer to Halter, Jr., via dividend, 100% of the Company’s ownership interest in Edgar.


Note H - Subsequent Events

On October 31, 2012, the Company filed a Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 with the U. S. Securities and Exchange Commission and mailed the same to all stockholders of record as of that date.  In the Information Statement, the Company gave notice of the following actions to be taken on or about 20 days from October 31, 2012:

“NOTICE IS HEREBY GIVEN that the holder of more than a majority of the voting power of the shareholders of SMSA Kerrville Acquisition Corp., a Nevada corporation (the “Company” “we”, “us” or “our”), has approved the following actions without a meeting of the majority shareholder in accordance with Section 78.315 of the Nevada Revised Statutes:

(1) 
The approval of an amendment to our Articles of Incorporation to change our corporate name to “Guwenhua International Company”.  The action will become effective no sooner that the 20th day after the definitive information statement is mailed to our shareholders.
(2) 
The approval of an amendment to our Articles of Incorporation to increase the number of authorized shares of our common stock to 750,000,000 shares.  The action will become effective no sooner that the 20th day after the definitive information statement is mailed to our shareholders.
(3) 
The approval of a forward split of our outstanding shares of common stock, on a 26:1 basis, that is, each holder of one (1) share of Corporation common stock on October 11, 2012, shall receive twenty-five (25) newly issued shares of our common stock.  The action will become effective no sooner that the 20th day after the definitive information statement is mailed to our shareholders.

On or about November 19, 2012, the Company’s Board of Directors  elected to not effect the aforementioned forward stock split.  The other items listed in our Information Statement are anticipated to become effective at a future date.

Management has evaluated all other activity of the Company through November 19, 2012 (the issue date of the financial statements) and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to consolidated financial statements.




(Remainder of this page left blank intentionally)




 
12

 

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

(1)  
Caution Regarding Forward-Looking Information

Certain statements contained in this quarterly filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

(2)
General

SMSA Kerrville Acquisition Corp. (Company) was organized on May 3, 2010 as a Nevada corporation to effect the reincorporation of Senior Management Services of Kerrville, Inc., a Texas corporation, mandated by the plan of reorganization discussed below.

On December 15, 2010, the Company, STC Edgar, Inc. (Edgar) and the individual stockholders of Edgar entered into a Share Exchange Agreement (Exchange Agreement) whereby the stockholders of Edgar exchanged 100.0% of the issued and outstanding stock of Edgar for 9,500,000 shares of restricted, unregistered common stock of the Company.  Edgar then became a wholly-owned subsidiary of the Company.

In February 2011, the Company filed a Registration Statement on Form 10 on a voluntary basis to become a reporting issuer pursuant to Section 12(g) of the Securities Exchange Act of 1934, which is a prerequisite for our common stock to become eligible for quotation on the OTC Bulletin Board.  This Registration Statement was declared effective by the SEC on or about April 13, 2011.

Effective April 1, 2011, the Company’s wholly-owned subsidiary, Edgar, commenced business as a start-up company and took over the electronic document filing operations and clients formerly serviced by Securities Transfer Corporation, a related entity controlled by the Company’s President and majority stockholder, Kevin B. Halter, Jr., which was closed.   No consideration was paid from the Company to Securities Transfer Corporation for the this business.

On August 9, 2012, our Chief Executive Officer, Director and controlling stockholder, Kevin B. Halter Jr. (Halter, Jr.), sold 8,020,028 shares to Jonathan Chen (Chen), an unrelated third party, for a sale price of approximately $360,000.  Chen utilized existing funds to facilitate this purchase of the Company’s stock.  These shares represent approximately 80% of all our all shares issued and outstanding at the transaction date and, as a result of this transaction, the Company experienced a change in change in control. Concurrent with the change in control, the Company agreed to transfer to Halter, Jr., via dividend, 100% of the Company’s ownership interest in Edgar.

Also on August 9, 2012, the Board of Directors appointed Chen as the Company’s new President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer and sole Director and accepted the resignation of Halter, Jr. from the same positions.  Chen, age 52, is and has been the Chief Executive Officer of Guwenhua Communication Co., since 2012 .

Through the Company’s wholly-owned subsidiary, Edgar, the Company provided EDGARizing services to various commercial and corporate entities.   Our primary service was the EDGARization of corporate documents that require filing on EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system maintained by the Securities and Exchange Commission.  EDGAR performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the Securities and Exchange Commission.  These documents include registration statements, prospectuses, annual reports, quarterly reports, periodic reports, debt agreements, special proxy statements, offering circulars, tender offer materials and other documents related to corporate financings, acquisitions and mergers. We received our clients’ information in a variety of media, and reformat it for distribution, either in print, digital or Internet form.  Neither the Company nor its wholly-owned subsidiary have any past or present  affiliation with the U. S. Securities and Exchange Commission in any manner.
The acquisition of STC Edgar, Inc. on December 15, 2010 by SMSA Kerrville Acquisition Corp. effected a change in control and was accounted for as a “reverse acquisition” whereby STC Edgar, Inc. is the accounting acquiror for financial statement purposes.  Accordingly, for all periods subsequent to the December 15, 2010 “reverse acquisition” transaction, the historical financial statements of the Company reflect the financial statements of STC Edgar, Inc. since it’s inception on November 9, 2010 through August 9, 2012 and the operations of SMSA Kerrville Acquisition Corp. subsequent to December 15, 2010.
 
 
 
13

 

(3)
Results of Operations

Discontinued operations of STC Edgar, Inc.

The Company recognized revenue of approximately $84,000 and $98,000 during the nine months ended September 30, 2012 and 2011, respectively.  Prior to April 1, 2011, the Company had no operations, revenue or revenue sources.  Effective with all ‘34 Act filings as of and after September 30, 2011, the SEC required interactive data files prepared using XBRL (as defined in the appropriate Regulations) to be filed as an exhibit to a Registrant’s financial statements.  To facilitate this new requirement, Edgar engaged the services of a subcontract service bureau.  This situation was responsible for the significant increase in revenues during the 3rd quarter of Calendar 2011 and the related corresponding expenses.  These fees were seasonal in nature with billings occurring,  generally, between May and July on an annual basis.

General and administrative expenses for the respective nine month periods ended September 30, 2012 and 2011 were approximately $69,000 and $83,000, respectively.  The 2012 expenses include all ordinary operating costs related to the Company’s operations, including approximately $11,200 paid or accrued to Securities Transfer Corporation for personnel and administrative costs and approximately $38,000 for subcontract service bureau fees.  The approximate $82,500 in 2011 expenses include approximately $13,500 for professional fees and services, approximately $62,500 for subcontract service bureau fees and approximately $9,600 paid to Securities Transfer Corporation for personnel and administrative costs.

Earnings per share for the nine months ended September 30, 2012 and 2011, respectively, were approximately $0.00 and $0.00 based on the weighted-average shares issued and outstanding.

The operations of STC Edgar, Inc. were discontinued on August 9, 2012 concurrent with the dividend distribution of the holdings of STC Edgar, Inc. to Kevin B. Halter, Jr.

Current business plan

Concurrent with a change in control on August 9, 2012, the Board of Directors appointed Chen as the Company’s new President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer and sole Director and accepted the resignation of Halter, Jr. from the same positions.  Chen, age 52, is and has been the Chief Executive Officer of Guwenhua The Company Limited Hong Kong (GWH) since 2011.  Mr. Chen is responsible for the implementation and operation of the Company’s business plan as of August 9, 2012.

The Company’s current business plan is to effect a business combination transaction with Guwenhua Communication Company.

GWH is a Hong Kong registered company, located at Unit A 29/F, CKK Commercial Center, 289 Hennessy Road, Wai Chai, Hong Kong.  GWH is a privately-owned media company, established in February 2011,  specializing in traditional Chinese culture with its initial operations in Hong Kong and anticipates expanding into other urban areas of the Peoples Republic of China.

In recent years, as China's economy has expanded, Chinese leadership has acknowledged that Chinese traditional culture embodies the Chinese national spirit of constantly striving for the pursuit and time of the new legacy.  These leaders have raised the issue of building an enhanced system of inheritance of traditional cultural spirit and culture.

Traditional Chinese culture can be summarized into three areas: 1) patriarchal culture; 2) agricultural culture; and 3) blood culture.  These areas interlock to form the foundation of China’s traditional mainstream culture -  such as maintaining a feudal society of family whereby blood relationship is important with special stressed seniority within the family unit, acknowledgment of social status gaps and adherence to family house rules, coupled with the fact that the majority of China remains a predominately rural agricultural-based economy and workforce.  Accordingly, living within China’s traditional culture relies upon generations of behavioral inheritance and development of the Chinese nation with distinct ethnic characteristics and cultural connotation, each with an extensive and profound history and tradition.
 
 
 
14

 

Cultural content has four components: material, behavioral, systems and spirit.  Each of these components embrace classical literature, philosophy, history, music, performing and visual art, calligraphy, architecture, construction, engineering, martial arts, food and medicine.

A recent Government Party report specifically noted that modern technology is an integral component in the development and utilization of traditional culture and existing resources.  GWH was formed for the purpose of building a powerful platform for learning and exchange of traditional culture.

GWH is aware that Chinese companies generally adhere to traditional Chinese culture in their operations and philosophy by carrying forward the mission of Chinese civilization in each of their four primary operational areas:  talent, culture, technology and capital.

GWH is in the process of developing an integrated platform, Skynet, to merge current technology with the stated need to embody traditional culture and spirit.  This platform is being designed to capitalize on the synergies of various user and content provider groups, such as students, museums and other franchisees, corporate centers and educational providers.

For content, GWH is developing chain relationships with National and Provincial museums; museums for traditional medical science, music, performing and visual art, wine and tea; and other repositories of literature, writing, and  business activities.

Skynet’s, an internet based digital solution, is anticipated to become an inclusive website with content consisting of a connotation of Chinese culture through resources related to national history, music and musical instruments, poetry and other written word properties, tea and wine and virtually all other aspects of traditional Chinese culture.  Skynet is currently in a beta test mode offering free registration to principally students in various educational venues.  This initial phase has generated more than 8,000 members to date and is anticipated to grow in proportion to the availability of appropriate cultural content.

Additionally, GWH has future plans to develop a integrated and complimentary network of franchise stores to provide a physical presence of distribution of traditional Chinese cultural items and information.


(4)
Liquidity and Capital Resources

At September 30, 2012 and December 31, 2011, the Company had working capital of approximately $(900) and $(3,500), respectively.

The Company's continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.  Further, the Company faces considerable risk in it’s business plan and a potential shortfall of funding due to our potential inability to raise capital in the equity securities market.  If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash in the bank and additional funds loaned by management and/or significant stockholders.

If necessary in the future, the Company may offer sales of equity securities.  However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

The Company’s certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock and 100,000,000 shares of common stock.  The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede potential takeover of the Company, which takeover may be in the best interest of stockholders.  The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities.

In a restricted cash flow scenario, the Company may be unable to maintain its business plan, and could, instead, delay all cash intensive activities.  Without necessary cash flow, the Company could become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market.

While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.

(5)
Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”).  GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported.  These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition.  We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.  Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
 
 
 
15

 

Our significant accounting policies are summarized in Note D of our financial statements.  While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates.  Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

(6)
Effect of Climate Change Legislation
 
The Company currently has no known or identified exposure to any current or proposed climate change legislation which could negatively impact the Company’s operations or require capital expenditures to become compliant.


Item 3 - Quantitative and Qualitative Disclosures About Market Risk

In future periods, the Company may become subject to certain market risks, including changes in interest rates and currency exchange rates.  At the present time, the Company has no identified exposure and does not undertake any specific actions to limit exposures, if any.


Item 4 - Controls and Procedures

(a)
Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive and Financial Officer (Certifying Officer), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Quarterly Report.  Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure.  Based upon that evaluation, our Certifying Officer concluded that as of such date, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC due to a inherent weakness in our internal controls over financial reporting due to commencing business operations within the current reporting quarter and having a sole officer and director.  However, our Certifying Officer believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the respective periods presented.

(b)
Changes in Internal Controls

There were no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended September 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Part II - Other Information

Item 1 - Legal Proceedings

From time to time, in future periods, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business.  The Company has not been a party to any such proceedings to date and anticipates that any future proceeding, either individually or in the aggregate, will not be material to its business or likely to result in a material adverse effect on its future operating results, financial condition, or cash flows.
 
 
 
16

 
 
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3 - Defaults Upon Senior Securities

None

Item 4 - Mine Safety Disclosures

N/A

Item 5 - Other Information

None

Item 6 - Exhibits

31.1      Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1      Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101       Interactive data files pursuant to Rule 405 of Regulation S-T.
 


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
  SMSA Kerrville Acquisition Corp.
   
Dated: November 19, 2012        /s/ Jonathan Chen        
  Jonathan Chen
  President, Chief Executive Officer,
  Chief Financial Officer and Sole Director
 
 
 
 
 
 
17