UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 17th, 2009
China Holdings,
Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-119034
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98-0432681
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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Julianna
Lu, BSc. MSc.
Chief
Executive Officer
101 Convention
Center
Drive,
Suite 700, Las Vegas, NV 89109-2001
(Address
of principal executive offices) (Zip Code)
Issuer’s
telephone Number:
86-10-6280-9561
Mailing
Address
Suite #601 – 110
Dai-Hou-Bei-Li, Hai-Dian-District, Beijing, PR China 100091
Issuer’s
telephone Number:
86-10-6280-9561
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into Material Definitive Agreements
As
“China Holdings, Inc. “ (the “Company”) has legally disclosed via SEC Form 8-K
Filing on February 11 2009 for Its’ Development Execution/Plan in 2009 –
2013 to clearly “China Holdings, Inc. “ (the “Company”) and its
controlled subsidiary: China Power, Inc.’s legal & business position, as
again as following details:
China Holdings, Inc. /China
Power, Inc.
Building
Renewable Energy Assets in China
Strong
economic growth in China is driving demand for more electricity generating
assets. As noted previously, China Holdings, Inc./China Power, Inc.
are engaged in the development of renewable clean energy sources in
China. CEO, Juliana Lu explains the shift in the company’s focus
towards developing wind and biomass projects due to government financing
incentives and guarantees from the State Power Corporation to purchase
electricity generated by renewable energy facilities. The company
plans to develop 2,250 megawatts of electricity generating capacity from wind
and biomass plants. Despite the slower economic growth in
2009 as compared to China’s double digit growth over the past ten years, long
term demand for electricity supports the building of new electricity generating
facilities. The Peoples Republic of China (PRC) is encouraging
development of clean electricity generating assets due to the pollution issues
with coal. Renewable energy sources such as wind and biomass is the company’s
“answer to the energy security and climate change issues.” China Power expects
that: in 4-5 years, when complete the 2,250 megawatt wind and biomass plants
will generate $532 million in annual revenue. These “green assets”
will supply much needed electricity, and as a result is “unlikely to be derailed
by the worldwide financial crisis.” China Holdings/China Power are
also seeking acquisitions in hydropower and plans to develop land in Inner
Mongolia, PR China.
100 Square Kilometers of
Land for Real Estate Development
China
Holdings, Inc. will focus on 100 Square Kilometers of Land for Real
Estate Development in Inner Mongolia China in 2009-2013. The Company
will capture and capitalize the potential significant commercial, industrial,
residential and recreational properties development opportunities. The Company
expects to generate revenues & profits from its development for the 100
square kilometers of real estate in late 2009 or early 2010. The Company will
announce a master plan for the 100 Square Kilometers land development according
to international standards and developed in consultation with the government and
international real estate groups in early 2009.
2000 Megawatts Wind Power
Plants/Projects – 300 Square Kilometers Land - Development
China
Power, Inc. will focus on its developing and construction of 2000 Megawatts Wind
Power Plants/Projects on 300 Square Kilometers lands in Inner Mongolia, PR China
in 2009 – 2013.
China
Power, Inc. will move forward for
THE 2000 MW WIND POWER
PLANTS/PROJECTS DEVELOPMENT/CONSTRUCTIONS PLAN (2009-2013)
in Inner
Mongolia PR China with the following programs & plans:
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1.
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Conducting
the "Wind Resources Monitoring Programs" in early 2009 for 6-12 months
programs on 300 MW Wind Power Plants as Phase I Development/Plan. The
company expects to break ground in 2009 for the initial 300 MW of wind
power, to be completed in 2-3
years.
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2.
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Execute/Complete
"Wind Turbines Supplying & Operation System" /Contracts with China Top
Rank Wind Turbines’ Manufactures or/and Global Industrial Wind Turbines
Manufactures/", and ensure the system with the
following features:
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Wind
Turbines (700 of 3.0MW or 600 of 3.6 MW): with the aim of reducing the
cost per kWh, and lighter,
Stronger
towers and ground-breaking nacelle design which produces more power from
less weight with efficiency, economic,
effectiveness.
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*
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Wind Farm
Operation Systems (Advanced) with the features of Real-time
active and reactive power control of the entire wind power plant; Control
and monitoring of wind turbines, meteorology ,instruments and substations;
Plant performance summaries in both text and graphical form; Comprehensive
report generator module; Productivity presentations;
Availability calculations; Instant online data from any turbine: Status,
power, wind speed, voltage current, temperatures and alarms; 10-minute
averaged data, including mean values, standard deviations, minimum and
maximum values; Advanced power curve presentations, including power
curves, scatter curves, reference and wind distribution curves from
multiple units; User-friendly graphical user interface based on
Windows standards; Client connection manager for access to multiple power
plants; Secure login with customisable access profiles; Remote control of
a single wind turbine or a group
of turbines.
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3.
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Complete
“EPC Contracts” with China-National Top Rank Engineering Firms or/and
Top-Global Engineering Firms (“EPC”: Project Planning and Design, Project
management, engineering, procurement and construction expertise) to
construct the Company’s 2000 Megawatts Wind Power Plants/Projects in Inner
Mongolia PR China on a turnkey basis/solution, and with upset price
guarantees and fixed wind turbines installation & construction
completion timetables. “EPC” Completion Wind Turbines
Installations and Manufacturing “2000 MW WIND POWER PLANTS/PROJECTS” on
300 Square KM Lands in Inner Mongolia PR China in 2-4 years
approximately.
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The
Company's 2000 Megawatts Wind Farm Power Plants are legally financially
protected by Local Chinese Government & China New Renewable Energy Policies
& Laws to wind energy producers and developers. Under the China Renewable
Energy Laws and Registrations, the China State Power Grid has agreed to purchase
100% of the power generated by the company’s wind power plants (2,000 MW) at
0.55 Yuan per kilowatt hour or approximately $0.08 per kilowatt hour, with a 4%
increase annually for 25-30 years with additional guaranteed extension terms.
The Company expects total gross revenue of 2,750 Million Yuan (2,000,000
Kilowatts x 2500 Hours x 0.55 Yuan/Kwh) in 4 -5 years upon 2,000 MW Wind Farm
Power Plants in full production. The value inherent in the Company's unique
position through its 2000 MW Wind Power Plants/Projects is truly extraordinary,
and the progress the Company has made on its initiatives for the coming years
signals the ability to capitalize on the underlying potential of renewable
energy power plants & industry in China, or/and worldwide.
250 Megawatts – 5 Biomass Power
Plants
China
Power will consolidate/develop its construction plan/execution on its
five 50 MW biomass power plants, for a total of 250 MW in Hebei, Hunan, AnHui
and Inner Mongolia Provinces, PR China in 2009-2013. China Power has completed
two (2) Biomass Plants/projects’feasibility studies in 2008 via: China Electric
& Design Institute, owned/controlled by China National Mechanical &
Industrial Minister ( “CEI”) (China-National-Top-Rank (6) Engineering Firm).
However, due to current world economy crisis, China Power & CEI expect to
reduce 20%-30% total construction cost from 600 millions RMB down to 400
millions RMB for each 50 MW biomass plants/projects. China Power have also
completed three (3) fuel analysis completed for three biomass plants/projects.
China Power expects to break ground on the biomass projects in 2009, with
completion in 24 to 36 months. Under China Renewable Energy Laws and
Registrations, the China State Power Grid has agreed to purchase 100% of the
electricity power generated by the company’s five biomass power plants at 0.60
Yuan per kilowatt hour or approximately $0.088 per kilowatt hour, with a 4%
annual increase for 25 years, and additional guaranteed extension terms. China
Power expects to reach a total of gross revenue: 900 millions RMB = 5 x 50,000
KW x 6000 Hours x 0.60 Yuan in 4 -5 years upon 250 MW -5
Biomass Power Plants in full production. The net income is estimated
as 45% of the total gross revenue.
Hydropower
Potential
China
Power has been pursuing potential acquisitions in hydropower plants, but the
“China renewable energy policy does not support hydropower as much” as compared
to biomass and wind power. Current hydropower purchase agreements
only guarantee a price of 0.20 to 0.35 Yuan per kilowatt. As a
result, acquiring small hydropower facilities is currently not as attractive as
developing other renewable energy facilities. If government
guarantees for hydropower electricity changes, China Holdings/China Power is
ready to pursue hydropower acquisitions. Julianna Lu/The Founder/CEO
of China Holdings, Inc./China Power, Inc. states that hydropower “opportunities
are still there for China Holdings” and the company “may complete an acquisition
in 2009”
Chinese
Demand for Electricity
Strong
economic growth in China has created growing demand for
electricity. The PRC estimates that electricity demand is growing at
9% to 10% annually. To better address growing electricity needs, the
PRC created a corporate structure, the State Power Corporation, with the
objective of professional business management of the electrical grid
assets.
PRC
Renewable Energy Goals
Approximately
70% of existing electricity generation in China is from coal. The PRC
has established goals to increase electricity generated by renewable energy
sources. Specific goals are for 100 gigawatts (GW) of power from
wind, 200 GW from large hydropower and 53 GW from nuclear by
2020. The Chinese government is backing loans to encourage project
development and obligating state grid companies to purchase renewable
energy.
RISK FACTORS
Financing
To
encourage development of renewable energy, the Chinese government has
established a policy to “guarantee loans for up to 65% of renewable energy”
projects, including wind energy and biomass energy. China Holdings
plans to utilize the government backed loans in developing its wind power and
biomass projects. There can be no assurance that the company will be
successful in equity financing.
Capital Required
The total
cost for the first phase of the wind project (300 MW) will be approximately $310
million ($US). For the biomass projects, each 50 MW is expected to
cost approximately 400 million Yuan or $59 million ($US). We expect
the company to finance 35% of each project with equity. Total equity
capital required to build the first phase of the wind project and the initial
biomass project is approximately $129 million ($US). We believe the
company is likely to raise capital in stages and develop the renewable energy
projects accordingly.
Share Structure
As
December 31, 2008, China Holdings, Inc. had a total 333,673,669 fully
diluted common stocks/options/warrants outstanding, combined with a total of
186,600,000 common shares outstanding, approximately 30,000,000 shares in the
public float, and 147,073,669 options and warrants outstanding. China Power,
Inc. is a subsidiary that is controlled &owned by China Holdings, Inc.
currently.
Item
1.02 Entry into Material Definitive Agreements
For
Legal Justice, Legal Compliances, For Honor, Legal Protection to “China
Holdings, Inc.” & All Public Shareholders’ interest, and for legally fully
SEC/NASD rules compliances, to legally protect from any of false
claims:
On
February 12
th
, 2009,
China Holdings, Inc.(the “Company”) has approved “The Legal Controlling
Procedures/Executions” to the Company’s SEC licensed stock transfer agent: “
Continental Stock Transfer & Trust Company” for The Company’s stocks/stocks
certificates transfer/replacement/claims of loss & stolen to legally
protect/block from “any illegal fraud, illegal false claims for
loss/stolen/illegal transfer/ illegal fraud Personal Identification/I.D./Fraud
Signatures to be legally fully compliances SEC/NASD rules & fully legally
protect “ China Holdings, Inc./Its Public Shareholders”’s interest. The
Company’s legal controlling procedures for legal executions as the
following:
Any
person/Any Party’s request for “China Holdings, Inc.”’s “ stocks/stocks
certificates transfer/claims for loss/stolen/replacements/144 rules/legends
remove and any request for information/data of “ China Holdings, Inc.”/Public
Shareholders’ Stocks Information/Stocks Accounts Information/Stocks Trading
Activities, legally have to be legally pre-approved by China Holdings, Inc. (in
written) and as well as provide the Company’s SEC licensed stock
transfer agent: “ Continental Stock Transfer & Trust Company” with the full
legal documents/confirmations, as following:
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1.
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Legal
Confirmation /Approval (in Written /Original/
Document) by “ China Holdings, Inc.”& Board of of
Directors/Chairperson & The Chief Executive
Officer
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2.
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Legal
Opinions/Approval from China Holdings, Inc. (the “Company”)’s SEC licensed
ATTORNEYS/LAW FIRMS.
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3.
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Formal
Request Letters from Original Stockholders , provided with copies of
stocks certificates (both sides) for any of “China Holdings,
Inc.”’s “stocks transfer/claims for
loss/stolen/replacements/144 rules/legends, and Copies of Personal
Identifications/Addresses as registered & legally approved by/with the
Company.
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For
Legal Justice, Legal Compliances, For Honor, Legal Protection to “China
Holdings, Inc.” & All Public Shareholders’ interest/financial interest and
for legally fully SEC/NASD rules compliances, to legally protect from any of
false claims/illegal fraud/illegal I.D./false signatures.
Item
3.02 Unregistered Sales of Equity Securities ,
and
Item
5.02 Appointments of Certain Officers, Compensations Arrangement of Certain
Officers
On
February 12, 2009, China Holdings, Inc. (“The Company”) has approved A
RESOLUTION for legally issuing Motian Chen, A Chinese-Canadian Energy/Renewable
Energy Expert/ Chief Engineer, the Senior Vice President of China
Holdings, Inc./Subsidary: China Power, Inc. with a total of 500,000 common
stocks ( as SEC 144 rules/legends) as “Bonus Compensation” for his management
consulting services to the Company in 2008. Mr. Chen is the Candidate of The
Chief Operation Officer (“COO”) for China Holdings, Inc.& its subsidiary:
China Power, Inc. The Company will legally fully disclosure for the Final
Contract with Mr. Chen/Biography in the Company’s 2008 Annual Report/SEC Form
10K in April 2009 and also disclosure on the Company’s updated website:
www.chinaholding.net
&
www.chin
apower.us
in 2-3
months.
On
February 12, 2009, China Holdings, Inc. (“The Company”) has approved A
RESOLUTION for legally issuing William Liang, a Senior Successful
Chinese-Canadian Businessman, as the Candidate of President for China Holdings,
Inc.& its subsidiary: China Power, Inc. with a total of 200,000 common
stocks Options (as SEC 144 rules/legends) at a purchasing price of US$0.02 per
common stock option, legally effective in 1 years periods until Feb12, 2010 for
his consulting services to the Company. The Company will legally fully
disclosure for the Final Contract with Mr. Liang/Biography in the Company’s 2008
Annual Report/SEC Form 10K in April 2009 and also disclosure on the Company’s
updated website:
www.chinaholding.net
&
www.chinapower.us
in
2-3 months.
On
February 12, 2009, China Holdings, Inc. (“The Company”) has approved an amended
RESOLUTION for legally issuing “ Wall Street Reporter” (“WSR”) with a total of
1,000,000 common stock options ( as SEC 144 rules/legends) at a purchasing price
of US$0.02 per common stock option, legally effective in 1 years periods until
Feb12, 2010 for “ Wall Street Reporter’s extended IR/PR Programs/Services from
Feb 2009 to May30 2009. Notes: The original Annual “ Wall Street Reporter”
(“WSR”)’s IR/PR Programs/Services/ Agreement with the Company was legally
effective from Feb28 2008 – Feb28 2009, the Company has already paid to “WSR”
with a total of US$10,000 in cash and a total of 4,000,000 common stocks ( SEC
144 rules/legends) in Feb/March 2008 in advance.
The
Company issued restricted common stocks/stocks options in reliance upon the
exemption from registration provided with Rule 506 of Regulation D and /or
section 4 (2) of the Securities Act 1933, as amended, as a sale not involving
any public offering. The sales of the shares of common stocks/stocks
option were not registered under Securities Act, and the shares may not be sold
absent registration or an applicable exemption from registration
requirement.
The
Company is developing and construction THE NEW VERSIONS OF THE CORPORATE
WEBSITES: China Holdings, Inc. on
www.chinaholding.net
and China Power, Inc. on
www.chinapower.us
. The
Company will update its global presentation, corporate development, progress,
information and updated management team, etc. on THE NEW WEBSITES. The update
versions of
www.chinaholding.net
&
www.chinapower.us
will be completed and presenting to the Public in 2-3 months
approximately.
Item
1.03 Entry into Material Definitive Agreements
For
Legal Justice, Legal Compliances, For Honor, Legal Protection to “China
Holdings, Inc.” & All Public Shareholders’ interest, and for legally fully
SEC/NASD rules compliances:
On
February 12
th
, 2009,
China Holdings, Inc. (the “Company”) has approved “A Legal Request” to “UNITED
STATES SECURITIES AND EXCHANGE COMMISSION /Enforcement” & US
ACCOUNTINGS SOCIETY/US AUDITORS SOCIETY” for The Legal Request of Conducting
Legal Investigations on “Sherb & Co., LLP”/Former Auditor (Steven
Epsgtein)’s Illegal Non-Independences Relationship with its clients/Companies:
such as “ China America Holdings, Inc.”, and Its Illegal Conspiracy/Illegal
Manipulations/illegal corruptions, and Its Illegal Non-Independent
Relationship/Positions with “China America Holdings, Inc.”(Its client) to
harm/destruct other rival clients/companies SEC filings/financial statements
which are totally illegally Conflicts with US SEC/NASD Rules, and US GAAP Rules
for the “Legal Requirements of Legal Independences as Auditors/Audited Firm”
with Its Clients/Companies.
China
Holdings, Inc. (the “Company”) legally timely received “Auditors’ Consent” from
“Sherb & Co., LLP”/Micheal Harrison, CPA/Auditors on April 10th, 2008 for
Auditor’s Approval/Consent to the Company’s 2007 Annual Audit/2007 Annual
Financial Statement and Annual Report Form -10K. China Holdings, Inc.
(the “Company”) legally timely completed SEC FORM 10-K filing for its 2007
Annual Audited Financial Statement/2007 Annual Report: Form 10K in middle of
April 2008. The Company has dismissed “ Sherb & Co., LLP” on April 23 2008
and legally timely filed with SEC Form 8-K in April 2008 for the legal
dismission due to the Company’s concerns of Sherb & Co.,LLP’s
non-independent illegal positions/relationship with its client: “China America
Holdings, Inc.” as reported to US SEC Enforcement as above
On
February 12
th
, 2009,
China Holdings, Inc. (the “Company”) has also approved “ A“RESOLUTION” for The“
Legal Request to “UNITED STATES SECURITIES AND EXCHANGE COMMISSION
/Enforcement” for Conducting The Legal Investigations on “ China America
Holdings, Inc.”’s illegal solicit/illegal competitions
activities, such as: “China America Holdings, Inc. has used ITS
ILLEGAL TOOLS/PERSONAL IDENTIFICATIONS TOOLS/TECH to fraud ILLEGAL other’s
personal I.D./FRAUD CLAIMS/ILLEGAL FRAUD SIGNATURES” to illegally
FRAUD other people/other Companies’ I.D./Personal Information/Financial
Information/Stocks/Stocks Accounts Information and illegally invade other’s
Emails/Emails System/Other Companies’ Projects/stocks information/Stocks
accounts/Info, for its illegal purpose to illegally benefits from its
“illegal solicit & illegal competitions conducts/activities” to
harm/destruct other Rival Companies. As US SEC/NASD Rules, As well as
International Business Laws/Rules, as reported that China America Holdings, Inc.
‘s wrong-doing/illegal conducts are illegally conflicts with “ LEGAL COMPETITION
RULES”/ BUSINESS CODE/LEGAL JUSITCES SYTEMS IN US & GLOBALLY as well as
illegally conflicts with US SEC/NASD Rules and Laws.
The
Company ‘s legal request to “UNITED STATES SECURITIES AND EXCHANGE
COMMISSION /Enforcement” for conducting formal LEGAL INVESTIGATIONS on “ Sherb
& Co., LLP”’s non-independent positions as auditors/firm to its
clients/companies, and also legally investigation on “ China America Holdings,
Inc.”’s illegal solicit/illegal competitions activities to SEEK US/SEC LEGAL
JUSTICE, HONOR, TRUTH, FACTS & LEGAL COMPLIANCES, and as well as
SEEK FOR PUBLIC JUSTICE, HONOR, FAIRLY PLAYING& COMPETITIONS IN BUSINESSES
in USA, and Internationally AS the US SEC /NASD rules and International Laws and
Rules & Honorable Business Code/Ethics and to legally block/defeat any
illegal conspiracy/illegal manipulations/corruptions/illegal solicit./illegal
competitions/means FOR THE HONOR, LEGAL JUSTICE, PUBLIC JUSTICE,
AND LEGAL PROTECTION TO “ CHINA HOLDINGS, INC.” & WORLDWIDE
PUBLIC SHAREHOLDERS, AS WELL AS TO ALL US PUBLIC TRADING COMPANIES/PUBLIC
SHAREHOLDERS.
ITEM
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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China Holdings,
Inc.
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Date:
February 17th, 2009
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By:
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/s/ Julianna
Lu
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Julianna
Lu
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Chief
Executive Officer
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Chairperson
of The Board Directors
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