TYIN Group Holdings Ltd - FORM 10-K

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EX-32.1 - TYIN Group Holdings Ltd	gic10kaex321123111.htm
EX-31.1 - TYIN Group Holdings Ltd	gic10kaex311123111.htm
EXCEL - IDEA: XBRL DOCUMENT - TYIN Group Holdings Ltd	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

(Mark one)

x	Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

For the fiscal year ended December 31, 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

Guwenhua International Company

(Exact name of registrant as specified in its charter)

Nevada	27-3924073
(State of incorporation)	(IRS Employer ID Number)

Flat 6, 35/F, San Woon House, Block E, San Wai Court, No. 23, Tin King Road, Tuen Mun

N.T., Hong Kong

(Address of principal executive offices)

(972) 963-0001

(Issuer's telephone number)

Securities registered pursuant to Section 12 (b) of the Act - None

Securities registered pursuant to Section 12(g) of the Act: - Common Stock - $0.001 par value

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes x No o

Indicate by check mark whether the registrant has (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 the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No o NOTE: The registrant is a voluntary filer under the Exchange Act and has filed all reports called for by the Exchange Act during the past 12 months (or such shorter period since the registrant began voluntary filing).

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post files).Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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

The aggregate market value of voting and non-voting common equity held by non-affiliates as of the last reported trade dated March 20, 2012 was approximately $-0- based upon 525,034 shares held by non-affiliates and no posted bid/ask market price per www.otcmarkets.com and www.bigcharts.com, respectively.

As of January 10, 2014, there were 10,025,034 shares of Common Stock issued and outstanding.

Guwenhua International Company

Form 10-K for the Year Ended December 31, 2012

Index to Contents


Part I

Item 1	Business	3
Item 1A	Risk Factors	7
Item 1B	Unresolved Staff Comments	7
Item 2	Properties	7
Item 3	Legal Proceedings	7
Item 4	Mine Safety Disclosures	7

Part II

Item 5	Market for the Registrant’s Common Equity,
	Related Stockholder Matters and
	Issuer Purchases of Equity Securities	7
Item 6	Selected Financial Data	7
Item 7	Management’s Discussion and Analysis of
	Financial Condition and Results of Operations	8
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8	Financial Statements and Supplementary Data	F-1
Item 9	Changes in and Disagreements with Accountants
	on Accounting and Financial Disclosure	12
Item 9A	Controls and Procedures	12
Item 9B	Other Information	13

Part III

Item 10	Directors, Executive Officers and Corporate Governance	13
Item 11	Executive Compensation	14
Item 12	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder Matters	14
Item 13	Certain Relationships and Related Transactions, and Director Independence	15
Item 14	Principal Accountant Fees and Services	15

Part IV

Item 15	Exhibits, Financial Statement Schedules	16

Signatures		31

Caution Regarding Forward-Looking Information

Certain statements contained in this annual 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; business disruptions; 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-K 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.

PART I

Item 1 - Business

General

Guwenhua International Company, formerly 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. (STC 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.

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 acquirer 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 and the operations of SMSA Kerrville Acquisition Corp. subsequent to December 15, 2010.

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, STC Edgar, commenced business as a start-up company and took over the closed 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. 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”.

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 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 STC Edgar. As a result, the operations of STC Edgar were discontinued.

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. (GWH), since 2012.

History

On December 5, 2010, the Company entered into a stock exchange agreement pursuant to which the Company agreed to issue 9,500,000 shares of restricted common stock to Kevin B. Halter, Jr. for all the issued and outstanding shares of STC Edgar, Inc. (“STC Edgar”). In connection with the stock exchange agreement Timothy P. Halter resigned as the President, Chief Financial Officer, Treasurer, Secretary and Director of the Company and Kevin B. Halter, Jr. was appointed as the President, Chief Financial Officer, Treasurer, Secretary and Director of the Company. Kevin B. Halter, Jr. is the brother of Timothy P. Halter.

On January 17, 2007, Senior Management Services of Kerrville, Inc. and its affiliated companies, or collectively SMS Companies, filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code. On August 1, 2007, the bankruptcy court entered its confirmation order which confirmed the First Amended, Modified Chapter 11 Plan, or the Plan, as presented by SMS Companies and their creditors. The effective date of the Plan was August 10, 2007.

During the three years prior to filing the reorganization petition, SMS Companies operated a chain of skilled nursing homes in Texas, which prior to the bankruptcy proceedings consisted of 14 nursing facilities, ranging in size from approximately 114 beds to 325 beds. In the aggregate, SMS Companies provided care to approximately 1,600 resident patients and employed over 1,400 employees. A significant portion of the SMS Companies cash flow was provided by patients covered by Medicare and Medicaid. The SMS Companies facilities provided round-the-clock care for the health, well-being, safety and medical needs of its patients. The administrative and operational oversight of the nursing facilities was provided by an affiliated management company located in Arlington, Texas.

In 2005, SMS Companies obtained a secured credit facility from a financial institution. The credit facility eventually was comprised of an $8.3 million term loan and a revolving loan of up to $15 million which was utilized for working capital and to finance the purchase of the real property on which two of its nursing care facilities operated. By late 2006, SMS Companies were in an “over advance” position, whereby the amount of funds extended by the lender exceeded the amount of collateral eligible to be borrowed under the credit facility. Beginning in September 2006, SMS Companies entered into the first of a series of forbearance agreements whereby the lender agreed to forebear from declaring the financing in default provided SMS Companies obtained a commitment from a new lender to refinance and restructure the credit facility. SMS Companies were unsuccessful in obtaining a commitment from a new lender and on January 5, 2007, the lender declared SMS Companies in default and commenced foreclosure and collection proceedings. On January 9, 2007 the lender agreed to provide an additional $1.7 million to fund payroll and permit a controlled transaction to bankruptcy. Subsequently, on January 17, 2007 the SMS Companies filed a petition for reorganization under Chapter 11 of the Bankruptcy Code.

Plan of Reorganization

During the administration of the SMS Companies bankruptcy reorganization proceedings, it became apparent that there would not be any available funds to pay the claims of the unsecured creditors. Halter Financial Group, Inc., or HFG, an affiliate, Timothy P. Halter, was contacted by a legal representative of the SMS Companies to determine whether HFG would participate with the SMS Companies and their creditors in formulating the structure of the Plan to provide an opportunity for the unsecured SMS Companies’ creditors to receive payment for all or a portion of their claims. HFG had no affiliation or involvement with any of the SMS Companies prior to the bankruptcy action.

HFG is a Dallas, Texas based consulting firm specializing in the area of mergers, acquisitions and corporate finance. HFG had previously participated with other companies and their creditors in structuring reorganization plans under Chapter 11 of the Bankruptcy Code which provided, in part, for a debtor with significant unsecured creditors to emerge out of bankruptcy, with the creditors exchanging their claims for equity in the reorganized company. The reorganized company would then seek a merger or business combination with an operating business, which would provide the shareholders with the opportunity to recover all or a portion of their previous claims through appreciation of the stock value after a business combination with a private operating company.

HFG agreed to participate with SMS Companies and their creditors in structuring the Plan. As part of the Plan, HFG provided $115,000 to be used to pay professional fees associated with the Plan confirmation process. HFG was granted an option that provided for the issuance of equity securities in each of the 23 SMS Companies, including Senior Management Services of Kerrville, Inc. in satisfaction of HFG’s administrative claims. The option to acquire equity securities in lieu of repayment of the $115,000 administrative claim was exercised by HFG. Although HFG was unable to specifically determine how the $115,000 was utilized, it believes that the bankruptcy trustee used the funds to pay administrative expenses, including legal and other fees which were incurred during the structuring and implementation of the Plan.

The Plan provided that HFG would receive approximately 80% of the common stock in each SMS Company and that the unsecured creditors would receive the remaining 20% of the common stock in exchange for their claims. Each creditor would receive its pro rata share of the common stock based on the percentage of its claim to the total amount of the outstanding unsecured claims for each SMS Company in which the creditor holds a claim. Other than receiving 80% of the common stock in each SMS Company, HFG did not receive any additional cash compensation from or equity securities in any of the SMS Companies, nor will HFG recoup any portion of the $115,000 payment from any of the SMS Companies.

As provided in the Plan, approximately 80% of the then outstanding common stock of Senior Management Services of Kerrville, Inc., or 415,960 shares, was issued to HFG in satisfaction of HFG’s administrative claims. The remaining 20% of our outstanding common stock, or 109,074 shares, was issued to 482 holders of unsecured debt. In accordance with the bankruptcy court order, the 525,034 shares, or Plan Shares, were issued pursuant to Section 1145(a) of the Bankruptcy Code. As further consideration for the issuance of the 415,960 Plan Shares to HFG, the Plan required HFG to assist us in identifying a potential merger or acquisition candidate.

The Plan provides that all costs and expenses associated with or related to our reincorporation in the State of Nevada, any subsequent mergers, the issuance of the Plan Shares and any other filings or actions with regard thereto shall be borne solely by HFG. HFG was responsible for the payment of our operating expenses and will assist us with formulating the structure of any proposed merger or acquisition. Additionally, HFG was responsible for paying our legal and accounting expenses related to this registration statement and our expenses incurred in consummating a merger or acquisition. Also, HFG was not entitled to receive any repayment of such expenses prior to, or as a conditions of, a merger or acquisition.

Pursuant to the Plan, the pre-confirmation unsecured creditors of Senior Management Services of Kerrville, Inc. (our predecessor company) agreed to accept Plan Shares in SMSA Kerrville Acquisition Corp., as reorganized, in lieu of asserting recovery of their claims against the Plan’s liquidating trust. As previously discussed, the confirmation order provided for an injunction protecting us from the claims of the pre-confirmation unsecured creditors while we pursue a business combination with an operating business. If we did not consummate a business combination prior to February 10, 2011, our issued Plan Shares will be deemed canceled and we would file dissolution documents with the State of Nevada and will cease to exist. Accordingly, the discharge provided in the Plan to us will not be effective. In such event the pre-confirmation unsecured creditors could attempt to assert their pre-confirmation claims against us and the Plan liquidating trust. However, because of the reverse acquisition transaction with STC Edgar, Inc. on December 15, 2010, we met our obligations under the Plan and have received a certificate of compliance from the Bankruptcy Court.

The SMS Companies bankruptcy case is closed as a final decree has been entered. The confirmation order of the Plan was effective on August 10, 2007. No appeal was filed. There is no continuing jurisdiction being exercised by the bankruptcy court over us, or any of the SMS Companies, other than the acceptance of a certificate of compliance to be filed by each individual entity upon the timely completion of a merger or acquisition.

Effective September 15, 2010, HFG transferred its 415,960 Plan Shares to Halter Financial Investments L.P., or HFI, a Texas limited partnership controlled by Timothy P. Halter, which still owns such shares representing less than 5% of shares outstanding.

Timothy P. Halter is the sole officer, director and shareholder of HFG and an officer and member of Halter Financial Investments GP, LLC, general partner of HFI. Mr. Halter is the brother of Kevin B. Halter, Jr. who has served as our president and sole director since December 15, 2010. Kevin B. Halter, Jr. will assist us with the implementation of our business plan.

SMSA Kerrville Acquisition Corp. has no interest in the other SMS Companies and no on-going business relationship with any of them. We are not aware of any plans for any of those companies.

Our Business

STC Edgar, Inc. was formed in November 2010 by Kevin B. Halter, Jr. as a private company and became a wholly-owned subsidiary of the Company concurrent with the closing of the December 15, 2010 transaction. STC Edgar commenced business as a start-up company and took over the EDGAR clients of Securities Transfer Corporation which discontinued providing EDGAR services to its clients. No consideration was paid from the Company to Securities Transfer Corporation for the discontinued EDGAR service operation.

Through our subsidiary STC EDGAR, Inc., we provide EDGARizing services to various commercial and corporate entities. Our primary service is 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 receive our clients’ information in a variety of media, and reformat it for distribution, either in print, digital or Internet form.

The operations of STC Edgar, Inc. were discontinued on August 9, 2012 concurrent with the change in control and the related dividend distribution of the holdings of STC Edgar, Inc. to Kevin B. Halter, Jr, the Company’s former majority stockholder, Chief Executive Officer and sole director.

The Company’s current business plan is to effect a business combination transaction with Guwenhua Communication Company (“GWH”).

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.

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 an integrated and complimentary network of franchise stores to provide a physical presence of distribution of traditional Chinese cultural items and information.

The Company’s current President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer and sole Director, Jonathan Chen is responsible for the implementation and operation of the Company’s business plan.

Government Regulation

We are subject to federal, state and local laws and regulations applied to businesses generally. We believe that we are in conformity with all applicable laws in all relevant jurisdictions. We do not believe that we are exposed to liability under any environmental laws and regulations of the United States and the states in which we operate.

Our Research and Development

We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future.

Intellectual Property

We do not presently own any copyrights, patents, trademarks, licenses, concessions or royalties, and we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable.

Employees

As of January 10, 2014, we have no full-time employees. Other than Chen, our president, chief financial officer, secretary and sole director, we have no other management personnel. From time-to-time, we anticipate that we will use the services of other independent contractors and consultants to support our expansion and business development.

Item 1A - Risk Factors

Not applicable.

Item 1B - Unresolved Staff Comments

None

Item 2 - Properties

Our executive, administrative and operating offices are located at Flat 6, 35/F, San Woon House, Block E, San Wai Court, No. 23, Tin King Road, Tuen Mun, N.T., Hong Kong. We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required.

Item 3 - Legal Proceedings

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

Item 4 - Mine Safety Disclosures

Not applicable to the Company.

PART II

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

Market for Trading and Eligibility for Future Sale

Pursuant to a letter from the Financial Industry Regulatory Authority (FINRA) dated January 23, 2012, the Company’s common stock was cleared for trading on the OTC Bulletin Board and Pink Sheets. The Company’s equity securities trade under the symbol “SKER”.

At January 10, 2014, there were approximately 483 holders of record, exclusive of shares held in street name, of the Company's Common Stock.

Dividends

Concurrent with the change in control on August 9, 2012, the Company transfer to Halter, Jr., via dividend, 100% of the Company’s ownership interest in STC Edgar. Since its inception, no cash dividends have been paid on the Company's common stock. Future cash dividends, if any, will be contingent upon the Company’s revenues and earnings, if any, and capital requirements and financial conditions. The payment of cash dividends, if any, will be within the discretion of the Company’s Board of Directors. The Company presently intends to retain all earnings, if any, and accordingly the Board of Directors does not anticipate declaring any cash dividends prior to a business combination.

Item 6 - Selected Financial Data

Not applicable

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

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 10K 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.

General

Guwenhua International Company, formerly SMSA Kerrville Acquisition Corp. (“Company”, “We”, “us”, “our”) 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% 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.

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 this business. This action removed the Company from the requirements of reporting as a “development stage 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. As a result, the operations of Edgar were discontinued

On October 3, 2013, Chen resigned, having first appointed Anthony Tsang as the Company’s new sole director. In connection with this change in board of directors, Anthony Tsang also became the control person of Intellectual Step Global Limited, the Company’s majority shareholder.

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 has 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 acquirer 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 its inception on November 9, 2010 through August 9, 2012 and the operations of SMSA Kerrville Acquisition Corp. subsequent to December 15, 2010.

Results of Operations

Discontinued operations of STC Edgar, Inc.

The Company recognized revenue of approximately $84,000 and $120,051 during the years ended December 31, 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 years ended December 31, 2012 and 2011 were approximately $69,000 and $95,000, 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 2011 expenses of approximate $95,000 include approximately $69,000 for subcontract service bureau fees, approximately $14,400 paid or accrued to Securities Transfer Corporation for office space and personnel usage, and approximately $11,000 for professional fees and services .

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. The net profits of this discontinued operation were presented separately on the statement of operations.

Current business plan

Concurrent with a change in control on August 9, 2012, the Board of Directors appointed Jonathan 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. (GWH) since 2012. 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.

Liquidity and Capital Resources

At December 31, 2012 and December 31, 2011, the Company had working capital of approximately $(900) and $21,000 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 its 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 750,000,000 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.

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.

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.

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 7A - Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 8 - Financial Statements and Supplementary Data

The required financial statements begin on page F-1 of this document.

Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A - Controls and Procedures

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 Annual 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 weakness in our controls described below. However, our Certifying Officer believes 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.

Management’s Annual Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.

Internal control over financial reporting is defined under the Exchange Act as a process designed by, or under the supervision of, our CEO and CFO and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

--	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

--	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation.

Management's assessment of the effectiveness of the Company's internal control over financial reporting is as of the year ended December 31, 2012. Because we have only one officer and director, the Company's internal controls are deficient for the following reasons, (1) there are no entity level controls because there is only one person serving in the dual capacity of sole officer and sole director, (2) there are no segregation of duties as that same person approves, enters, and pays the Company's bills, and (3) there is no separate audit committee. As a result, the Company's internal controls have an inherent weakness which may increase the risks of errors in financial reporting under current operations and accordingly are deficient as evaluated against the criteria set forth in the Internal Control - Integrated Framework issued by the committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2012.

This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting, pursuant to the current appropriate Laws and Regulations.

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting which internal controls will remain deficient until such time as the Company completes a merger transaction or acquisition of an operating business at which time management will be able to implement effective controls and procedures.

Item 9B - Other Information

Not applicable.

PART III

Item 10 - Directors, Executive Officers and Corporate Governance

The directors and executive officers serving the Company are as follows:

Name	Age	Position Held and Tenure

Jonathan Chen	52	Chairman, President,
		Chief Executive and Financial
		Officer and Sole Director

Jonathan Chen - Jonathan Chen, age 51, has served as our sole officer and director since August 9, 2012. Mr. Chen is the CEO of Guwenhua Communication Co., an Chinese on line education institute, in Hong Kong and Beijing since June 2012. He was the CEO of Taipei Pan Pacific Satellite Co., from June 1991 to May 2012. He was the President of Rexall USA – Triple Diamond from March 1996 to August 2000. He was the CEO of Ju Shen Communication Co. from May 1985 to August 1987. Mr. Chen holds a Bachelor of Science from University of Texas- Dallas.

There is no family relationship between any of our officers or directors. There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony, nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined.

Audit Committee Financial Expert

We do not have a standing audit committee. The functions of the Audit Committee are currently assumed by our board of directors. It is unlikely that we would be able to attract an independent financial expert to serve on our board of directors at this stage of our development. In order to entice such a director to join our board of directors, we would probably need to acquire directors’ errors and omission liability insurance and provide some form of meaningful compensation to such a director; both of which we are unable to afford at this time.

Compliance With Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of our common stock to file reports regarding ownership of and transactions in our securities with the Commission and to provide us with copies of those filings. Based solely on our review of the copies received by or a written representation from certain reporting persons we believe that during fiscal year ended December 31, 2012, we believe that all eligible persons are in compliance with the requirements of Section 16(a).

Involvement on Certain Material Legal Proceedings During the Past Five (5) Years

(1)

No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations or is subject to any pending criminal proceeding.

(2)

No bankruptcy petitions have been filed by or against any business or property of any director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.

(3)

No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

(4)

No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.

Code of Ethics

The Company has not adopted a code of ethics. Since the Company has no employees and one person serving as both sole director and sole executive and financial officer, a code of ethics would have no practical benefit due to the lack of any meaningful reporting or accountability process.

Item 11 - Executive Compensation

Executive Officers

No officer or director has received any compensation from us. Until we consummate a business combination, it is not anticipated that any officer or director will receive compensation from us.

We have no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers or other employees.

Our board of directors appoints our executive officers to serve at the discretion of the board. Jonathan Chen is our sole officer and director. Our directors receive no compensation from us for serving on the board. Until we consummate a business combination, we do not intend to reimburse our officers or directors for travel and other expenses incurred in connection with attending the board meetings or for conducting business activities.

Executive Compensation

Jonathan Chen has not received any compensation from us nor have we accrued any cash or non-cash compensation for his services since he was elected as an officer and director. The current management and oversight of the Company requires less than four (4) hours per month. In future periods, subsequent to the consummation of a business combination transaction, the Company anticipates that it will pay compensation to its officer(s) and/or director(s).

We do not have any employment or consulting agreements with any parties nor do we have a stock option plan or other equity compensation plans.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Jonathan Chen, Principal Executive Officer (1)	2012	$-0-	$-0-	$-0-	$-0-	$-0-	$-0-	$-0-	$-0-

Kevin B. Halter, Jr., Principal Executive Officer (2)	2012 2011	$-0- $-0-	$-0- $-0-	$-0- $-0-	$-0- $-0-	$-0- $-0-	$-0- $-0-	$-0- $-0-	$-0- $-0-

The Company has no other executive compensation issues which would require the inclusion of other mandated table disclosures.

(1)	Mr. Jonathan Chen was appointed as President, Chief Executive Officer and Chief Financial Officer on August 9, 2012.

(2)	Mr. Kevin B. Halter, Jr. was appointed as President, Chief Executive Officer and Chief Financial Officer effective as of December 2010. On August 9, 2012, Mr. Halter resigned as President, Chief Executive Officer and Chief Financial Officer.

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

The following table sets forth, as of the date of this Annual Report, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares held by all executive officers and directors as a group.

	Shares Beneficially Owned (1)
Name and address (2)	Number of Shares	Percentage (3)

Jonathan Chen (4)	8,020,028	80.00%

Kevin B. Halter, Jr. (5)	1,479,972	15.00%

Directors and officers as a group	9,500,000	95.00%
(1 person)

(1)	On March 20, 2012, there were 10,025,034 shares of our common stock outstanding and no shares of preferred stock issued and outstanding. We have no outstanding stock options or warrants.

(2)

Under applicable SEC rules, a person is deemed the "beneficial owner" of a security with regard to which the person directly or indirectly, has or shares (a) the voting power, which includes the power to vote or direct the voting of the security, or (b) the investment power, which includes the power to dispose, or direct the disposition, of the security, in each case irrespective of the person's economic interest in the security. Under SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of another security.

(3)

In determining the percent of voting stock owned by a person on December 31, 2012 (a) the numerator is the number of shares of common stock beneficially owned by the person, including shares the beneficial ownership of which may be acquired within 60 days upon the exercise of options or warrants or conversion of convertible securities, and (b) the denominator is the total of (i) the 10,025,034 shares of common stock outstanding on December 31, 2012, and (ii) any shares of common stock which the person has the right to acquire within 60 days upon the exercise of options or warrants or conversion of convertible securities. Neither the numerator nor the denominator includes shares which may be issued upon the exercise of any other options or warrants or the conversion of any other convertible securities.

(4)	Mr. Chen is our sole officer, including President, and sole director. Mr. Chen’s address is. Flat 6, 35/F, San Woon House, Block E, San Wai Court, No. 23, Tin King Road, Tuen Mun, N.T., Hong Kong.

(5)	Mr. Halter is our former sole officer, including President, and sole director. Mr. Halter’s address is 2591 Dallas Parkway, Suite 102, Frisco, TX 75034.

Changes in Control

On August 9, 2012, our former Chief Executive Officer, Director and controlling stockholder, Kevin B. Halter Jr., sold 8,020,028 shares to Jonathan 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 issued and outstanding shares at the transaction date and, as a result of this transaction, the Company experienced a change in control. 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.

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

During the year ended December 31, 2011, we paid or accrued an aggregate $14,400 in expenses related to utilize Securities Transfer Corporation’s staff to perform our services and sublease office space for our executive, administrative and operating offices from Securities Transfer Corporation.

Also during the year ended December 31, 2011, the Company received approximately 24.95% of gross revenues from entities either controlled by or affiliated with HFG or HFI which is related to our former Chief Executive Officer and Director, Kevin B. Halter Jr.

Conflicts of Interest

The sole officer of the Company will not devote more than a small portion of his time to the affairs of the Company. There will be occasions when the time requirements of the Company’s business conflict with the demands of the officer’s other business and investment activities. Such conflicts may require that the Company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the Company.

It is not currently anticipated that any salary, consulting fee, or finders fee shall be paid to any of the Company’s directors or executive officers, or to any other affiliate of the Company except as previously discussed.

Director Independence

Pursuant to the Company’s current structure of having a sole director, who is also the Company’s sole officer and controlling shareholder, the Company has no independent directors, as defined in Rule 5605(a)(2) of the NASDAQ Listing Rules.

Item 14 - Principal Accountant Fees and Services

S. W. Hatfield, CPA (“Hatfield”) served as our independent registered public accounting firm for our fiscal year ended December 31, 2010 and 2011. On December 8, 2013, Hatfield resigned as our independent registered public accounting firm and we appointed Anton & Chia, LLP (“Anton”) as our new independent registered public accounting firm for our fiscal year ended December 31, 2012.

The following table presents fees for professional services rendered by the Company’s prior and current independent registered public accounting firms for the fiscal years 2011 and 2012:

	Year ended		Year ended
	December 31,		December 31,
	2012		2011

1. Audit fees	$	2,500	$	9,045
2. Audit-related fees		-		-
3. Tax fees		-		-
4. All other fees		-		-

Totals	$	2,500	$	9,045

We have considered whether the provision of any non-audit services, currently or in the future, is compatible with our registered public accounting firms maintaining their independence and have determined that these services do not compromise their independence.

Financial Information System Design and Implementation: Hatfield and Anton did not charge the Company any fees for financial information system design and implementation fees.

The Company has no formal audit committee. However, the entire Board of Directors (Board) is the Company's defacto audit committee. In discharging its oversight responsibility as to the audit process, the Board obtained from the independent auditors a formal written statement describing all relationships between the auditors and the Company that might bear on the auditors' independence as required by the appropriate Professional Standards issued by the Public Company Accounting Oversight Board, the U. S. Securities and Exchange Commission and/or the American Institute of Certified Public Accountants. The Board discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors' independence. The Board also discussed with management, the internal auditors and the independent auditors the quality and adequacy of the Company's internal controls.

The Company’s principal accountant did not engage any other persons or firms other than the principal accountant’s full-time, permanent employees.

Item 15 - Exhibits and Financial Statement Schedules

Exhibit Description

2.1 Stock Exchange Agreement (*)

3.1 Articles of Incorporation (*)

3.2 Bylaws (*)

4.1 Specimen Stock Certificate (*)

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.

(*)	Incorporated by reference to the Company’s Registration Statement on Form 10 (File No. 000-54275) on February 15, 2011.

(Financial statements follow starting at page F-1)

Guwenhua International Company

Contents

	Page

Report of Registered Independent Certified Public Accounting Firm	F-2

Financial Statements

Consolidated Balance Sheets as of December 31, 2012 and 2011	F-3

Consolidated Statement of Operations and Comprehensive Income
for the years ended December 31, 2012 and 2011	F-4

Consolidated Statements of Stockholders' Equity
for the years ended December 31, 2012 and 2011	F-5

Consolidated Statements of Cash Flows
for the years ended December 31, 2012 and 2011	F-6

Notes to Consolidated Financial Statements	F-7

F - 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Guwenhua International Company

Flat 6, 35/F, San Woon House

Block E, San Wai Court, No. 23

Tin King Road, Tuen Mun

N.T., Hong Kong

We have audited the accompanying consolidated balance sheet of Guwenhua International Company (the "Company") as of December 31, 2012, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity (deficit) and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated financial statements of the Company as of December 31, 2011, were audited by other auditors, whose report, dated March 22, 2012, expressed an unqualified opinion on those consolidated financial statements.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has recurring losses from operations and net capital deficiency. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters are also described in the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Anton & Chia, LLP

Newport Beach, California

August 28, 2014

F - 2

LETTERHEAD OF S. W. HATFIELD, CPA

REPORT OF REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

SMSA Kerrville Acquisition Corp.

We have audited the accompanying consolidated balance sheet of SMSA Kerrville Acquisition Corp. (a Nevada corporation) and Subsidiary as of December 31, 2011 and 2010 and the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity (deficit) and cash flows for the year ended December 31, 2011 and for the period from November 9, 2010 (date of inception) through December 31, 2010. These consolidated financial statements are the sole responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of SMSA Kerrville Acquisition Corp. and Subsidiary as of December 31, 2011 and 2010 and the results of its consolidated operations and cash flows for the year ended December 31, 2011 and for the period from November 9, 2010 (date of inception) through December 31, 2010, in conformity with generally accepted accounting principles generally accepted in the United States of America.

	/s/ S. W. Hatfield CPA
	S. W. HATFIELD, CPA

Dallas, Texas

March 22, 2012

F - 3

GUWENHUA INTERNATIONAL COMPANY
CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2012			2011


ASSETS
Current Assets
Assets of discontinued operations	$	-		$	29,357
Total Current Assets		-			29,357

Total Assets	$	-		$	29,357

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Income taxes payable	$	890		$	3,480
Liabilities of discontinued operations		-			4,584
Total Current Liabilities		890			8,064

Commitments and contingencies

Stockholders' Equity (Deficit)
Preferred stock, $.001 par value, 10,000,000 shares authorized,
None issued and outstanding at December 31, 2012 and 2011
Common stock, $.001 par value, 750,000,000 shares authorized,
10,025,034 shares issued and outstanding at December 31, 2012 and 2011		10,025			10,025
Capital deficiency		(8,475	)		(8,475	)
Accumulated deficit		(2,440	)		19,743
Total Stockholders' Equity (Deficit)		(890	)		21,293

Total Liabilities and Stockholders' Equity (Deficit)	$	-		$	29,357

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

F - 4

GUWENHUA INTERNATIONAL COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME


	Year Ended December 31,
	2012		2011

Revenues:	$	-	$	-

Operating expenses		-		-

Income (Loss) from operations		-		-

Other Income (Expense)		-		-

Income (Loss) from continuing operations before income taxes		-		-
Income taxes		-		-

Income (loss) from continuing operations		-		-

Income from discontinued operations, net of income taxes of $1,560 and $3,480, respectively		8,807		20,043

Net income and comprehensive income	$	8,807	$	20,043

Net income per common share - basic and diluted
>From continuing operations	$	-	$	-
>From discontinued operations	$	-	$	-

Weighted average common shares outstanding
Basic and diluted		10,025,034		10,025,034

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

F - 5

GUWENHUA INTERNATIONAL COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

								Retained
								Earnings			Total
	Common Stock				Capital			(Accumulated			Stockholders'
	Shares		Amount		Deficiency			Deficit)			Equity (Deficit)

BALANCE, JANUARY 1, 2011		10,025,034	$	10,025	$	(8,725	)	$	(300	)	$	1,000

Capital contributed to support operations		-		-		250			-			250

Net income		-		-		-			20,043			20,043

BALANCE, 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		-		-		-			8,807			8,807

BALANCE, DECEMBER 31, 2012		10,025,034	$	10,025	$	(8,475	)	$	(2,440	)	$	(890	)

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

F - 6

GUWENHUA INTERNATIONAL COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended December 31,
	2012			2011
Operating activities:
Net Income	$	8,807		$	20,043
Income from discontinued operations		(8,807	)		(20,043	)
Adjustments to reconcile net income to net cash:
used in operating activities:
Changes in operating assets and liabilities:
Income taxes payable		(2,590	)		3,480
Net cash provided by (used in) operating activities-continuing operations		(2,590	)		3,480
Net cash provided by (used in) operating activities-discontinued operations		(3,815	)		23,939

Net cash provided by (used in) operating activities		(6,405	)		27,419


Financing activities:
Proceeds from short term loan from officer		-			25,000
Repayment of short term loan from officer		-			(25,000	)
Capital contributed to support operations		-			250
Cash dividend at distribution of STC Edgar, Inc.		(22,264	)		-

Net cash provided by (used in) financing activities		(22,264	)		250

Net increase (decrease) in cash		(28,669	)		27,669

Cash, beginning of period		28,669			1,000

Cash, end of period	$	-		$	28,669

Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	1,184		$	-
Income taxes	$	4,150		$	-

Non-cash investing and financing activities:
Dividend of non-cash assets at distribution of STC Edgar, Inc.	$	8,726		$	-

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

F - 7

Guwenhua International Company

Notes to Consolidated Financial Statements

December 31, 2012 and December 31, 2011

Note 1 - Organization and Description of Business

Guwenhua International Company, formerly SMSA Kerrville Acquisition Corp. (“Company”, “We”) 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.

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 has 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 issued and outstanding shares at the transaction date and, as a result of this transaction, the Company experienced a 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. As a result, the operations of Edgar were discontinued.

F - 8

Guwenhua International Company

Notes to Consolidated Financial Statements - Continued

December 31, 2012 and December 31, 2011

Note 2—Going Concern

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2012, the Company has an accumulated deficit. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 - Basis of Presentation

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 its inception on November 9, 2010 through August 9, 2012 and the operations of SMSA Kerrville Acquisition Corp. subsequent to December 15, 2010.

The preparation of consolidated 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 consolidated 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.

Note 4 - 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.

F - 9

Guwenhua International Company

Notes to Consolidated Financial Statements - Continued

December 31, 2012 and December 31, 2011

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 its 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 which was repaid during the year ended December 31, 2012.

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 years ended December 31, 2012 and 2011, respectively.

Note 5 - Summary of Significant Accounting Policies

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.

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.

Reorganization costs

The Company has adopted the 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.

F - 10

Guwenhua International Company

Notes to Consolidated Financial Statements - Continued

December 31, 2012 and December 31, 2011

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

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.

Income (Loss) per share

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).

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 December 31, 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.

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.

F - 11

Guwenhua International Company

Notes to Consolidated Financial Statements - Continued

December 31, 2012 and December 31, 2011

Note 6 - 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.

Note 7 - Income Taxes

The components of income tax (benefit) for years ended December 31, 2012 and 2011, respectively, are as follows:

	Year ended December 31, 2012		Year ended December 31, 2011
Federal:
Current	$	1,560	$	3,480
Deferred	-			-
		1,560		3,480
State:
Current		-		-
Deferred	-			-
	-			-

Total	$	1,560	$	3,480

As of December 31, 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).

F - 12

Guwenhua International Company

Notes to Consolidated Financial Statements - Continued

December 31, 2012 and December 31, 2011

The Company's income tax expense (benefit) for the year ended December 31, 2012 and 2011, respectively, varied from the statutory rate of 34% as follows:

	Year ended			Year ended
	December 31,			December 31,
	2012			2011
Statutory rate applied to income before income taxes	$	2,500		$	8,000
Increase (decrease) in income taxes resulting from:
State income taxes		-			-
Effect of net operating loss carryforward rules		-			(100	)
Other, including use of graduated tax brackets
allocated between taxpayers under common control		(940	)		(4,420	)
Income tax expense	$	1,560		$	3,480

The Company’s temporary difference for the year ended December 31, 2012 is immaterial. 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 December 31, 2011 relates solely to the Company’s net operating loss carryforward(s). The tax effects of temporary differences that give rise to significant portions of the deferred tax assets at December 31, 2012 and 2011 are presented below:

	December 31,		December 31,
	2012		2011
Deferred tax assets
Net operating loss carryforwards	$	-	$	100
Less valuation allowance		-		(100	)

Net Deferred Tax Asset	$	-	$	-

The Company had reserved a full deferred tax assets valuation allowance for the year ended December 31, 2011.

Note 8 - 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% 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 issued and outstanding shares at the transaction date and, as a result of this transaction, the Company experienced a 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.

F - 13

Guwenhua International Company

Notes to Consolidated Financial Statements - Continued

December 31, 2012 and December 31, 2011

Note 9 - Subsequent Events

1.	On October 3, 2013, Jonathan Chen resigned, having first appointed Anthony Tsang as the Company’s new sole director. In connection with this change in board of directors, Anthony Tsang also became the control person of Intellectual Step Global Limited, the Company’s majority shareholder.

2.	On October 7, 2013, the Company obtained the consent of its majority shareholder for the approval of an amendment to its Articles of Incorporation to change the corporate name to “TYIN Group Holdings Limited”.

Management has evaluated all other activity of the Company through the date the financial statements were issued 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.

(Signatures follow on next page)

F - 14

SIGNATURES

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

Dated: September 10, 2014	Guwenhua International Company


	Jonathan Chen
	President, Chief Executive Officer
	Chief Financial Officer and Director

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

Dated: September 10, 2014	Guwenhua International Company


	Jonathan Chen
	President, Chief Executive Officer
	Chief Financial Officer and Director

TYIN Group Holdings Ltd - FORM 10-K - September 11, 2014

Attached files

TYIN Group Holdings Ltd Reports