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 27, 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
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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Julianna
Lu, BSc. MSc.
Chief
Executive Officer
Legal Address:
101 Con
vention 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 A
Material Definitive Agreement
On
February 27, 2009, China Holdings, Inc. (the “Company”) has legally
secured a Land Acquisition & Development, Land Right & Ownership
Contract ("the Contract") with local municipal government, Inner Mongolia, P.R.
China to exclusively acquire and develop a total of 800 Million
Square Meters of Lands (Residential, Commercial, Industrial and
Recreation Lands) at the fixed prices of : 1) 100 Million Square Meters (City
Centre) Lands at 58,000 Yuan (China Currency) per mu (1 Mu = 667 Square Meters),
and 2). Additional 700 Million Square Meters at 100,000 Yuan per mu. The
Contract allows the Company to acquire all or part of the 800 Million Square
Meters of Lands (Residential, Commercial, Industrial and Recreation Lands) in
the next seven (7) years exclusively with non-competition & non-solicit
legal protection for the local inner Mongolia government.
The Value
inherent in the Company's unique position of The
Land Acquisition & Development,
Land Right & Ownership
for the
800 Million Square Meters Lands
of Residential, Commercial, Industrial and Recreation Lands in Inner
Mongolia PR China
are truly extraordinary with multi-billions dollars
values, and the progress the Company has made on its initiatives for
the coming years signals the ability to capitalize on the underlying potential
/profits of land /real estate/properties development in Inner Mongolia,
China.
Julianna
Lu/The Founder/CEO/China Holdings, Inc. have delivered THE DEEP HONOR &
APPRECIATION to local Inner Mongolia & Chinese Government for its
Policies/Support/Adoration /offers to China Holdings, Inc.:
The Moon,
The Dawn, The Sunset & The Magic & The Magnificent Opportunity &
Wealth to China Holdings, Inc.’s Future Growth, Development,
Contribution & Commitment to Inner Mongolia & China.
China Holdings,
Inc.
800 Square Kilometers of
Land for Real Estate Development
China
Holdings, Inc. will focuses on 800 Square Kilometers of Land for Real Estate
Development in Inner Mongolia China in 2009-2016. The 800 Sq KM land for
development is located within 5 kilometers of a city centre and will be
developed with a master plan according to international standards and developed
in consultation with the government and international /domestic real estate
groups. 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 800 square kilometers of real estate in late 2009 or early
2010.
Julianna
Lu/The Founder/CEO & China Holdings, Inc. have the more slyly brilliant
& lushly visionary to develop & construct The Inner Mongolia – The Flat
Deserts into WORLD-CITIES: as The China-Las Vegas, and The China-Paris, and the
China-London, and The China-Tokyo, and The China-Vancouver, and The China-Rome,
with its ARTS, FINANCIAL, COMMERCIAL, INDUSTRIAL & RESREATIONS.
The
Company is working with World-Top Architecture Firms for its 800 Square
Kilometers’ Land/City Planning/Architecture Designing in next 1-3
months.
China
Holdings, Inc. will announce a master plan (including Lands/City Planning, and
Lands Architecture Designing/Lands Transactions, and Worldwide
Marketing/Promotion, etc.) for the 800 Square Kilometers land development
according to international standards and developed in consultation with the
government and international real estate groups in next 3-4 months with I).Phase
I for 100 Square Kilometers, including with Phase IA for 20 Square KM, &
Phase IA for 30 Square KM, & Phase IA for 50 Square KM and II). Phase II for
200 Square Kilometers, and III). Phase III for 500 Square
Kilometers.
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 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.
2000 Megawatts Wind Power
Plants/Projects – 300 Square Kilometers Land - Development
China
Power, Inc. focuses 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. has moved 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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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
3.02 Unregistered Sales of Equity Securities ,
and
Item
5.02 Appointments of Certain Officers, Compensations Arrangement of Certain
Officers
On
February 27, 2009, China Holdings, Inc. (“The Company”) has approved A BOARD
RESOLUTION and An Action by the Written Consent of the Majority (60% plus)
of Stockholders of China Holdings, Inc. for legally
issuing/compensating Julianna Lu/The Founder/CEO/China Holdings, Inc. with a
total of China Holdings, Inc.’s 30,000,000 common stocks (as SEC 144
rules/legends) for Julianna Lu’s significant contribution to China Holdings,
Inc.’s multi-billions dollars deals:800 Sq KM Lands Deal & China Power,
Inc.’s 2000 MW Wind Power Plants/Deals , legally approved by The Company’s Board
and An Action Written Consent of the Majority (60% plus)
of Stockholders of China Holdings, Inc. approved votes
of 1).Julianna Lu/The CEO/Founder/Family of more than 96,172,600
common stocks & 2,500,000 series “A” preferred stocks , & 2).Xiaofei
Yu/Vice Chairman/his family of more than 10,830,000 common stocks. China
Holdings, Inc. agrees to issue and delivery its 30 millions common stocks
certificate to Julianna Lu via the Company’s sec registered stocks transfer
agent (Continental Stock Transfer & Trust Company) in next 30-90 days
legally timely. The Company issued restricted common stocks 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 were
not registered under Securities Act, and the shares may not be sold absent
registration or an applicable exemption from registration
requirement.
On
February 27, 2009, China Holdings, Inc. (“The Company”) has approved A BOARD
RESOLUTION that Ronald Shon, a Successful Canadian Businessman, will remain as
the Chairman of Advisory Board of the Company in 2009-2010 for his roles of
corporate financing and global strategy. The Company has legally granted Ronald
Shon with a total 15,000,000 common stocks options/warrants (at the prices of
US$0.20 & US$0.25) in 2007-2008 and issued/compensated with a total of
500,000 common stocks (as SEC 144 rules/legends) in 2007.
On
February 27, 2009, China Holdings, Inc. (“The Company”) has approved A BOARD
RESOLUTION that James H. Simpson/Bevitor Holdings (Barbados) will remain as
part-time IR consultant to assist the Company’s Global Investors Relationship
and Public Relationship. The Company agrees to remain legally effective of A
Total of 6,000,000 common stocks options/warrants (at the prices of
US$0.20 & US$0.25) which granted to Mr. Simpson/Bevitor Holdings in later
2008 with an effective period until Dec 31, 2012. Currently, James H.
Simpson Bevitor Holdings (Barbados) hold of more than 5-6 millions common stocks
of China Holdings, Inc. (SEC 144 rules/legends) since the Company started
trading on OTCBB in later 2005.
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 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 4.01 Change in
Registrant’s Certifying Accountants
On
February 27, 2009,
The Company’s Board has
legally formally dismissed and terminated WEINBERG & COMPANY, P.A. as an
independent registered public accounting firm of China Holdings, Inc. and its
subsidiaries (the "Company").
During
the Company’s two fiscal years ended December 31, 2007 and December 31, 2008,
and during the subsequent interim period preceding from January 23
rd
, 2009
to February 28, 2009, the dismission of WEINBERG
& COMPANY, P.A., the Company did not consult with WEINBERG & COMPANY,
P.A. regarding the application of accounting principles to a specified
transaction, either completed or proposed, the type of audit opinion that might
be rendered on the Company’s consolidated financial statements, or any other
matters or reportable events described in Item 304(a)(2)(ii) of Regulation
S-K.
During
the most recent fiscal year and the subsequent interim period
through February 28, 2009, there were no reportable events, as
defined in Item 304(a)(1)(v) of Regulation S-B.
The
Company acknowledging that: the Company is responsible for the adequacy and
accuracy of the disclosure in the filing; and staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing; and the Company may not assert
staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States
The
Company is in the processing to retain an new independent registered public
accounting firm for the company and its subsidiaries to audit the Company’s
financial statements for its fiscal year ending December31 2008. The Company
will file 8-K with SEC timely legally upon the arrangement for retaining an
independent registered public accounting firm been completed.
Item
1.03 Entry into A Material Definitive Agreement
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 23rd, 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 “WEINBERG & COMPANY, P.A./John
Locus/CPA’s Non-Professional Acts with the concerns/possibility of breached CODE
OF ETHICS, breached CODE OF PROFESSIONISM, & breached CODE OF TRUST, &
breached of CODE OF CLIENTS’ TRUST/LEGAL FIDUCARY DUTY as SEC Licensed Auditor
which “WEINBERG & COMPANY, P.A./John Locus/CPA has acted reckless with bad
joke/bad drama of signed auditors engagement/careless resign for un-ethics
political reasons at the cost & expenses of China Holdings, Inc./hundred of
Public Shareholders’ interest. The Company also legally request US SEC
Commission to legally investigate on “WEINBERG & COMPANY, P.A./John
Locus/CPA’s Non-Independent relationship with Rivals: Steven Epstein / Sherb
& Co.,LLP and China America Holdings, Inc. for using illegal under-handed
means for illegal solicit/illegal competition purposes and possible illegal
manipulations/corruptions on US Legal./Auditors/System and possibly illegally
mess-up clients/rival companies’ sec filings/financial statements.
The
Company’s legal actions are seeking PUBLIC & GOVERNMENT HONOR, JUSTICE,
FAIRNESS, and HONORABLE FAIRLY PLAYING in business & legal systems in USA,
China and Worldwide. For fully legally
SEC/NASDAQ
rules compliances and for the best interest of China Holdings, Inc./hundred of
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 27, 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
Chairperson of The Board
Directors
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