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): April 2 , 2009
China Holdings,
Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-119034
|
98-0432681
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
|
Identification
No.)
|
Julianna
Lu, BSc. MSc.
Chief
Executive Officer
Lega
l Address:
101 Convention Center Drive,
Suite 700
,
Las
Vegas
,
NV
89109-2001
(Address
of principal executive offices) (Zip Code)
Issuer’s
telephone Number:
1-778-995-0789
Mailing
Address
Suite #601 – 110
Dai-Hou-Bei-Li, Hai-Dian-District, Beijing, PR China 100091
Issuer’s
telephone Number:
1-778-995-0789
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into A Material Definitive
Agreement
On
April 1
st
, 2009,
China Holdings, Inc. (the “Company”) has legally agreed that Julianna Lu/The
Company’s Founder/Chairwoman/CEO/CFO/Creditor (or/and Julianna Lu’s
further legal independent nominee) have 100% legal & financial
right/ownership to China Holdings, Inc.’s 800 Square Kilometers of Land for Real
Estate Development/Contracts, In Inner Mongolia, PR China, as the
following:
On
February 28, 2009, China Holdings, Inc. (the “Company”) has legally
executed 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
reasons for China Holdings, Inc. (the “Company”) ‘s decision to legally agree
that Julianna Lu/The Company’s Founder/Chairwoman/CEO/CFO/Creditor
(or/and Julianna Lu’s further legal independent
nominee) have 100% legal & financial right/ownership to China
Holdings, Inc.’s 800 Square Kilometers of Land for Real Estate
Development/Contracts, In Inner Mongolia, PR China are the
following:
1.
Julianna Lu & China Holdings, Inc. have been experienced “some abusive
attacks” from rivals or rivals companies/parities which have used illegal
under-handed means to abusively attack on Julianna Lu & China Holdings,
Inc in the past months. To legally and financially protect China
Holdings, Inc. , as well as to legally & financially protect Julianna Lu,
China Holdings, Inc.’s legal decision for Julianna Lu/The Company’s
Founder/Chairwoman/CEO/CFO/Creditor (or/and Julianna Lu’s further
legal independent nominee) have 100% legal & financial right/ownership to
China Holdings, Inc.’s 800 Square Kilometers of Land for Real Estate
Development/Contracts, In Inner Mongolia, PR China: is for the best interest of
China Holdings, Inc./public shareholders. Soon, Julianna Lu
&
her legal
independent nominee will announce advanced legal& business strategy to
develop/construct the 800 Square Kilometer Lands in Inner Mongolia, PR China
into mutil-billions dollars assets & multi-billions dollars
revenues.
2. Julianna Lu is the Creditor to
China Holdings, Inc. Julianna Lu has loaned a total of USD$1,630,489 to China
Holdings, Inc. as December 31, 2008.
The table below details transactions
related to the loan payable to the Company's Chairwoman, Founder and Chief
Executive Officer/Julianna Lu during the year ended December 31,
2008:
|
Beginning
balance payable, December 31, 2007
|
|
$
|
974,448
|
|
|
Accrued
management fees
|
|
|
360,000
|
|
|
Accrued
interest
|
|
|
133,776
|
|
|
Advances
from Chief Executive Officer
|
|
|
162,266
|
|
|
Ending
balance payable, December 31, 2008
|
|
$
|
1,630,489
|
|
3. Julianna Lu
/
to the Company's Chairwoman,
Founder and Chief Executive Officer has also invested in China Holdings, Inc.
with additional USD$750,000USD, as the following legal
confirmation:
Unregistered
Sales of Equity Securities TO MAJOR SHAREHOLDERS: Julianna Lu:
On
March 12, 2006, China Health Holdings, Inc (the "Company") agreed to issue
5,000,000 shares of the Company's common stock to Julianna Lu, the Company's
Founder and Chief Executive Officer/Chairpersom, as consideration for the
forgiveness of loans in the aggregate amount of USD$300,000 previously advanced
to the Company by Ms. Lu. As additional consideration, the Company agreed to
issue to Ms. Lu, five year warrants to purchase 10,000,000 shares of the
Company's common stock, exercisable at a price of $.10 and ten year warrants to
purchase 10,000,000 shares of the Company's common stock exercisable at a price
of $.20. The warrants have piggy back registration rights with respect to the
shares of common stock issuable upon exercise of the warrants. Upon exercise of
the warrants and payment of the applicable exercise price, the shares of common
stock shall be fully paid and non-assessable and shall have the same rights,
including voting rights, as other shares of common stock of the Company. The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Act") with respect to the foregoing, pursuant to
Section 4(2) of the Act and/or Regulation D promulgated thereunder.
On
October 12, 2006, China Health Holdings, Inc (the "Company") agreed to issue
10,000,000 shares of the Company's common stock to Julianna Lu, the Company's
Founder and Chief Executive Officer, as consideration for the forgiveness of
loans in the aggregate amount of USD $300,000 previously advanced to the Company
by Ms. Lu. As additional consideration, the Company agreed to issue to Ms. Lu,
five year warrants to purchase 10,000,000 shares of the Company's common stock,
exercisable at a price of $.10 and ten year warrants to purchase 10,000,000
shares of the Company's common stock exercisable at a price of $.20. The
warrants have piggy back registration rights with respect to the shares of
common stock issuable upon exercise of the warrants. The Company claims an
exemption from the registration requirements of the Securities Act of 1933, as
amended (the "Act") with respect to the foregoing, pursuant to Section 4(2) of
the Act and/or Regulation D promulgated thereunder.
On December
22, 2005, the Board of Directors of the Company approved the issuance of
1,000,000 shares Series A Preferred Stock issued to Julianna Lu at a price of
$0.15 in consideration for the forgiveness of a loan to the Corporation in the
aggregate amount of one hundred and fifty thousand (USD$150,000), subject to the
filing of the Certificate of Designation with the State of Nevada. These
shares were issued pursuant to the exemption from registration provided by
Section 4(2) under the Securities Act of 1933. On February 21, 2006, the
"Company" filed a Certificate of Designation, Powers Preferences and Rights of
Series A Preferred Stock with the state of Nevada. Of the Company's
20,000,000 shares of authorized preferred stock, the Certificate of Designation
authorizes the Company to issue up to 1,000,000 shares of Series A Preferred
Stock, par value $0.001 per share. The Series A Preferred Stock has a
stated value of $0.15 and a liquidation preference over the Company's common
stock and any other class or series of capital stock whose terms expressly
provide that the holders of Series A Preferred Stock should receive preferential
payment. Holders of Series A Preferred Stock are entitled to vote on all
matters submitted to shareholders of the Company and are entitled to two votes
for each share of Series A Preferred Stock owned. Holders of shares of
Series A Preferred Stock vote together with the holders of common stock on all
matters and do not vote as a separate class, etc.
On April
1
st
,
2009 ,
,
China Holdings, Inc. (the “Company”) has legally agreed that Julianna Lu/The
Company’s Founder/Chairwoman/CEO/CFO/Creditor (or/and Julianna Lu’s
further legal independent nominee) have 100% legal & financial
right/ownership to China Holdings, Inc.’s 800 Square Kilometers of Land for Real
Estate Development/Contracts, In Inner Mongolia, PR China
, and as
legally agreed by China Holdings, Inc. that
Julianna Lu &
her legal independent nominee will
continue to develop/construct
China Holdings, Inc. ‘s 800
Square Kilometers of Land for Real Estate Development in Inner Mongolia, PR
China in 2009-2016. The multi-billion dollar value inherent in the
Julianna Lu &
her legal independent
nominee/
China Holdings’ unique position of The Land Acquisition &
Development, Land Right & Ownership for the 800 Square KM (“Kilometres”)
Lands of Residential, Commercial, Industrial and Recreation Lands in Inner
Mongolia PR China are truly extraordinary with multi-billions dollars
values, and the progress Julianna Lu/The Company has made on its
initiatives for the coming years signals the ability to capitalize on the
underlying potential multi-billions dollars assets & profits of land /real
estate/properties development in Inner Mongolia, China.
Julianna Lu &
her legal independent nominee
will continue to develop China Holdings, Inc.’s Ultimate Master Plan Phase I
which consist of 100 Square Kilometers of land in Inner Mongolia, PR China.
Julianna Lu &
her legal independent
nominee
’s objective is maximizing the value of every square meter of land
to China Holdings & shareholders via unique legal means
to ultimate benefit/value, and the New City in Inner Mongolia PR
China. The master plan will be not only exciting but a presentation package that
will assist China Holdings’ further worldwide selling partial of 100 Square KM
land parcels to the top international developers at ultimate values: with
multi-billion dollars assets & revenues. The New City which
Julianna Lu &
her legal independent
nominee
is developing for China Holdings, Inc. in Inner
Mongolia PR China will generate multi-billion dollars revenues &
multi-billion dollars assets annually in 1- 20 years like US Las Vegas City in
the past, and will provide as A New World-Class City – China Las Vegas - in
China to the World.
ITEM
9.01 Financial Statements and Exhibits.