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):
March 10,
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
Legal
Address:
101
Conven
tion 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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W
ritten
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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S
oliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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P
re-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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P
re-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 4.01 Change
in Registrant’s Certifying Accountants
On March
6, 2009, China Holdings, Inc. and its subsidiaries (the
“Company”) have engaged “Malone & Bailey, PC” as an
independent certified public accounting firm to audit the
Company’s year ended December 21, 2009’s financial
statement.
During
the Company’s two fiscal years ended December 31, 2007 and December 31, 2008,
and during the subsequent interim period preceding, the
engagement of “Malone & Bailey, PC”, the Company
did not consult with “Malone & Bailey, PC” 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 March 6, 2009, there were no reportable events, as defined in
Item 304(a)(1)(v) of Regulation S-B.
Item
1.01 Entry into A Material Definitive
Agreement
On March
7, 2009, China Holdings, Inc. (the “Company”)’s BOARD has
approved the Company’s 800 Square Kilometers Land &
Real Estate Development Execution Plan & Strategy in Inner Mongolia, PR
China. As China Holdings, Inc. has secured a Land Acquisition & Development,
Land Right & Ownership Contract ("the Contract") with local municipal
government, Inner Mongolia, P.R. China on Feb 27/28 2009 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 China Holdings, Inc. 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.
China Holdings,
Inc.
800 Square Kilometers of
Land for Real Estate Development
Phase
I : 100 Square Kilometers of Land for Real Estate
Development
China
Las Vegas : A New City in Inner Mongolia, PR China
On March
7, 2009, China Holdings, Inc. (the “Company”)’s BOARD has
approved the Company’s 800 Square Kilometers Land &
Real Estate Development Execution Plan & Strategy in Inner Mongolia, PR
China.
Julianna
Lu/The Chairwoman/CEO of China Holdings, Inc. plans to develop the Phase I: 100
Square Kilometers parcel of land in Inner Mongolia into a new city with a
planned initial population of one million people in 2009-2016. The first phase
will involve creation of a visionary plan for the new city including commercial
buildings, and residential development, five star hotels, shopping
centers, casinos, golf courses as well as horse racing facilities and recreation
and entertainment facilities. Julianna Lu/ The Chairwoman /CEO
of China Holdings, Inc. is intended that the new city will have a
cosmopolitan flavour combining architecture from many of the world’s great
cities including Las Vegas, Paris, London, Rome, Venice, Vancouver, Tokyo, New
York and Hong Kong, etc. The land/city development is located near an existing
brand-new airport, and served by advanced high speed railway and modern
highway. All of the required basic infrastructure has
already been built by the Chinese Government in later 2008. China Holdings, Inc.
is intended that partial development parcels will be sold to major international
real estate developers and China Holdings, Inc. will strictly
controlled the land development process so that an efficient, modern attractive
world-class city will be created China Holdings, Inc. will also strictly
controlling all the government &legal processing for land development. 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 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 Phase I: 100 square kilometers of real estate in late 2009
or early 2010.
China
Holdings, Inc. is intended to develop the 800 Square Kilometers land in Three
(3) Phases in next 1-10 years, includes with Phase I: 100 Square
Kilometers including with Phase IA (20 Square KM), Phase IB (30 Square KM), and
Phase IC (50 Square KM), and Phase II for 200 Square Kilometers, and Phase III
for 500 Square Kilometers.
China
Holdings, Inc. will announce a master plan in early 2009, including Lands/City
Planning, and Lands Architecture Designing/Lands Transactions, and Worldwide
Marketing/Promotion, etc.) for the Phase I development: 100 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. The Company is developing its new version website:
www.chinaholding.net
with all the updated land development and new version of
www.chinahold
ing.net
will be opening to public in 2-3 months.
China Power,
Inc.
2000 Megawatts Wind Power
Plants/Projects Development
400 Square Kilometers
Land
On March
7, 2009, “China Holdings, Inc. “ (the “Company”) and its controlled subsidiary:
China Power, Inc. have agreed that China Power, Inc. will keep the 100 Square
Kilometers Land as the total 400 Square Kilometers Land to develop and construct
China Power’s 2000 Megawatts Wind Power Plants/Projects in Inner Mongolia PR
China in 2009-2013. China Power, Inc. focuses on Wind Power & Renewable
Energy Power Plants/Projects Development, as the following summary:
China
Power, Inc. focuses on its developing and construction of 2000 Megawatts Wind
Power Plants/Projects on 400 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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*
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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
400 Square KM Lands in Inner Mongolia PR China in 2-4 years
approximately.
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China
Power, Inc.’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..
China
Power 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 China Power's unique position
through its 2000 MW Wind Power Plants/Projects is truly extraordinary, and the
progress the
China
Power 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.
China
Holdings, Inc. and Controlled Subsidary: China Power, Inc. are developing its
new version website:
www.chinapower.us
with
all the updated wind power &biomass power development and new version of
www.chinapower.us
will be opening to public in 3-4 months.
China Power,
Inc.
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.
China Power,
Inc.
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”
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 and
2,
50
0
,000 shares of Series “A” Preferred
Stock,
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 by
China Holdings, Inc.
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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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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