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 9 ,
2009
China Holdings,
Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
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333-119034
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98-0432681
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
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|
Identification
No.)
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Julianna
Lu, BSc. MSc.
Chief
Executive Officer
Legal 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 8
t
, 2009,
China Holdings, Inc (the “Company”) has approved an amended resolution, for the
best interest/honor/legal protection of China Holdings’ public shareholders,
that Julianna Lu/The Company’s Founder/Chairwoman/CEO/CFO/Creditor
(or/and Julianna Lu’s further legal independent
nominee) have/keep 80% legal & financial right/80% ownership to
China Holdings, Inc.’s 800 Square Kilometers of Land Rights/80% Ownership/Rights
for Real Estate Development/Contracts, In Inner Mongolia, PR
China. China Holdings, Inc. have/keep the 20% legal &
financial right/20% ownership to China Holdings, Inc.’s 800 Square Kilometers of
Land Rights/20% Ownership/Rights for Real Estate Development/Contracts, In Inner
Mongolia, PR China, as details as following:
Julianna Lu & China
Holdings, Inc.
800 Square Kilometers of
Land Rights/Ownership/Contract
For Real Estate Development
in Inner Mongolia, PR China
www.chinaholding.net
,
North America Direct: 1-778-995-0789
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 & develop 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 from 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 Company’s Founder/Chairwoman/CEO/CFO/Creditor
(or/and Julianna Lu’s further legal independent nominee) & China
Holdings, Inc. will consolidate the development of China Holdings’ original
land development plan now: Phase I: 100 Square Kilometers of Land Development -
The Master Plan : The Land and City Planning now. Julianna Lu/Company’s ultimate
master plan will consist of 100 Square Kilometers of land in Inner Mongolia, PR
China. Julianna Lu/Company’s objective is to maximize the value of every square
meter of land to China Holdings, Inc. and its shareholders’ ultimate benefit.
The master plan will be not only exciting but a presentation package that will
assist Julianna Lu/China Holdings’ further worldwide efforts to develop &
partially sell 100 Square KM land parcels in multi-billion dollars revenue and
in multi-billion dollars assets.
Julianna
Lu / The Company’s Founder/Chairwoman/CEO/CFO/Creditor
(or/and Julianna Lu’s further legal independent nominee) & China
Holdings, Inc. ‘s Consolidated Land Development Plan
800 Square
Kilometers of Land
Development In Inner Mongolia, PR China
Julianna Lu & China
Holdings, Inc.
800 Square Kilometers of
Land Development
Phase I : 100 Square
Kilometers of Land Development
The Master Plan : The Land
and City Planning
The Development
Schedules
Julianna
Lu & China Holdings, Inc. will consolidate China Holdings’ original ultimate
master plan which consists of 100 Square Kilometers of land in Inner Mongolia,
PR China. Julianna Lu/Company’s objective is to maximize the value of every
square meter of land to China Holdings, Inc. & its shareholders’ ultimate
benefit. The master plan will be not only exciting but a presentation package
that will assist China Holdings’ further worldwide efforts to develop and
partially sell 100 Square KM land parcels as ultimate values in multi-billion
dollars revenue and in multi-billion dollars assets.
The
Phase I : 100 Square Kilometers of Land Development - The Master Plan
: The Land and City Planning - The Phase IA master plan is consist of 20 Square
Kilometers of land in Inner Mongolia, PR China: which provide with all the urban
planning & designs for all the streets & buildings ( commercial,
residential, industrial, & recreations) in initial 20 Sq. KM land – China
Holdings, Inc. ‘s objective is maximize the value of every square
meter of 20 – 100 Sq KM land as the ultimate value as multi-billion
dollars assets/revenues.
The
Development Schedules – Four (4-5) Months in Aug-Oct-Nov 2009
Completion
Month
I (May ,June, July 2009): Evaluation Phase
Deliverables
include:
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l
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Site
and context analysis
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l
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Program
generation
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l
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Team
mobilization
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l
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Understanding
of historic precedents
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l
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Review
of natural and man made morphologies
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l
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Concept
story telling
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l
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Orchestration
of presentation materials
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l
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Site
visit and technical workshop
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Month II
(July – August 2009): Analysis Phase
Deliverables
include:
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l
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Generation
of alternative solutions as appropriate
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l
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Movement
system analysis
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l
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Open
space systems analysis
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l
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Density
calculations
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l
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Selection
of preferred mater planning concept
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Month
III (August - September 2009): Synthesis Phase
Deliverables
include:
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l
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Refinement
of preferred master plan
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l
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Development
of zoning diagram
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l
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Alternative
site massing diagrams
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l
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Development
of character studies
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l
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Development
of phasing diagram
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Month IV
(September – November 2009): Communication Phase
Deliverables
include:
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l
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Provision
of colored master plan: 100 Square KM land – urban design frame structure
plan
|
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l
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Provision
of up to 12 -20 character sketches (100 Square KM land frame
structure)
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l
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Provision
of 3 -10 cross sections (100 Square KM land frame
structure)
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l
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Provision
of colored master plan – Stand Physical Massing Models : Land
Scales: (1:1000 Scale) or (1:500
Scale)
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l
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Provision
of colored master plan – 3D massing models: Land Scales:
(1:1000 Scale) or (1:500 Scale): for 30-60 sec. fly-through animations
or/and 360 degree spin around animations
|
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l
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Provision
of colored master plan –Power Point Presentations & Marketing
materials: Overall Projects Concept
|
Julianna
Lu /Chairwoman/CEO/CFO/Creditor (or/and Julianna Lu’s further legal
independent nominee) & China Holdings’ Consolidated Land Development
Plan
800 Square Kilometers of
Land for Real Estate Development
Iin Inner Mongolia PR
China
Phase II : 100
Square Kilometers of Land Development
The Master Plan Completion
& China/Worldwide Lands Parcels Marketing & Land
Development
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l
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Worldwide
- 100 Square Kilometers of Land Parcels Development and Partial
100 Sq KM Land Parcels - China/Worldwide Marketing:
Multi-Billon Dollars Revenues and Multi-Billon Dollars
Assets
|
|
l
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100
Square Kilometers Land - Construction & Land Development -
Real Estate Development: Commercial,
buildings/properties, Residential buildings/properties,
Industrial buildings/properties & recreation buildings/properties :
Multi-Billon Dollars Revenues and Multi-Billon Dollars
Assets
|
Julianna
Lu & China Holdings, Inc. plan 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 & China Holdings, Inc. are
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. Julianna Lu/China Holdings will develop/construct partial lands
parcels into commercial, residential/industrial buildings, and partial
development parcels will be sold to major worldwide developers. Julianna
Lu/Company will capture and capitalize the potential significant commercial,
industrial, residential and recreational properties development opportunities.
Julianna Lu/Company expects to generate significant multi-billion valued assets,
gross revenues in multi-millions or billions from its development for the Phase
I: 100 square kilometers of land /real estate development in late 2009 or early
2010. Julianna Lu/The Company is going 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.
The
multi-billion dollar value inherent in the China Holdings, Inc. original unique
position of The Land Acquisition & Development, Land Right & Ownership
for the 800 Square KM (“Kilometers”) 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 multi-billions dollars assets &
profits of land /real estate/properties development in Inner Mongolia,
China.
(Notes
1:
The Company has
not recorded the 800 Sq KM lands/assets & the proprietary rights as
fair-valued tangible assets as the year ending as December 31 2008
yet).
(Notes
2: The Company is developing its new version website:
www.chinaholding.net
with all the updated land development and new version of
www.chinaholding.net
will be opening to public in 2-3 months.
Again,
the reasons for China Holdings, Inc. (the “Company”) ‘s amended 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 80% 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 China
Holdings, Inc. have/keep the 20% legal & financial right/20%
ownership to China Holdings, Inc.’s 800 Square Kilometers of Land Rights/20%
Ownership/Rights for Real Estate Development/Contracts, In Inner Mongolia, PR
China, are the following:
1. To legally and financially protect China
Holdings, Inc.& Public shareholders , 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 /keep
80% 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 China Holdings, Inc. have/keep the 20% legal
& financial right/20% ownership to China Holdings, Inc.’s 800 Square
Kilometers of Land Rights/20% Ownership/Rights for Real Estate
Development/Contracts, In Inner Mongolia, PR China
. The
decision is
for the best
interest/honor/legal protection 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
.
Further
legal & financial strategy will be also honorable, financially legally
benefit/protect to China Holdings, Inc.’s public shareholders as
well.
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/Chairperson, 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
8
t
, 2009, China
Holdings, Inc (the “Company”) has approved an amended resolution, for the best
interest/honor/legal protection of China Holdings’ public shareholders, that
Julianna Lu/The Company’s Founder/Chairwoman/CEO/CFO/Creditor
(or/and Julianna Lu’s further legal independent
nominee) have/keep 80% legal & financial right/80% ownership to
China Holdings, Inc.’s 800 Square Kilometers of Land Rights/80% Ownership/Rights
for Real Estate Development/Contracts, In Inner Mongolia, PR
China. China Holdings, Inc. have/keep the 20% legal &
financial right/20% ownership to China Holdings, Inc.’s 800 Square Kilometers of
Land Rights/20% Ownership/Rights for Real Estate Development/Contracts, In Inner
Mongolia, PR China.
A
nd as legally agreed by
China Holdings, Inc. that
Julianna Lu &
her legal independent nominee &
China Holdings 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 (“Kilometers”)
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 &
China Holdings
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.
As
confirmed on April 2, 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 subsidiary: China Power, Inc. and also have 100% legal &
financial right/ownership to all of China Power, Inc.’s 2250 Megawatts Renewable
Energy Power Plants/Projects/Contracts, as well as have 100% % legal &
financial right/ownership to China Power, Inc.’s 400 Square Kilometer Land
Rights/Ownership, as the details as following:
China Power, Inc.
(www.chinapower.us)
400 Square Kilometers Land
for 2000 Megawatts Wind Power Plants Development
O
n
November 26, 2008, China Holdings,
Inc.
and its’ controlled subsidiary:
China Power, Inc.
( together (
“ the Company”) has already executed A Land Acquisition, Land Right &
Ownership Agreement (“ the Agreement”) with local municipal government in Inner
Mongolia, P.R. China to exclusively acquire a total of
400 Square KM
of Industrial
lands at a fixed price of 58,000 Yuan ( China Currency) Per Mu Lands ( 1 Mu =
667 Square Meters) with non-competition & non-solicit protections from the
local government. The Agreement allows the Company to acquire all or part of
the
400 Square KM
of Industrial lands in next four years exclusively with non-competition &
non-solicit protections from the local government. The Agreement also allows the
Company to apply for partial
Lands
RE-ZONING
into
Residential Lands
or/and Commercial Lands
for further Lands Development. China Holdings,
Inc. (the “Company”)’s controlled subsidiary: China Power, Inc. focuses on its
developing and construction of 2000 Megawatts Wind Power Plants/Projects on this
400 Square Kilometers lands in Inner Mongolia, PR China in 2009 –
2013.
The value
inherent in China Power's unique position through its 400 Sq. KM land
rights/ownership/rights for real estate development 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.
(Note:
China Holdings & China Power have not recorded the highly-valued total 400
Square Kilometers lands/assets & the proprietary rights as fair-valued
tangible assets yet as the year ending as December 31 2008.)
China Power,
Inc.
Renewable Energy Power
Plants/Assets
2000 Megawatts Wind Power
Plants/Projects Assets & Contracts
In
September, 2008
,
China Power Inc.
has secured
exclusive rights/agreements with local government in Inner Mongolia China to
exclusively develop and construct
Wind Power Plants
to generate
2,000 MW (“Megawatts”)
of electricity on a total
400
Square KM land
with non-competition & non-solicit protections from
the local government. Under the China Renewable Energy Laws and
Registrations, the China State Power Grid has guaranteed to purchase 100% of the
power generated by
China Power,
Inc.’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 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 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.
250 Megawatts Biomass Power
Plants/Projects Assets & Contracts
China
Power, has also has secured a total of five (5) development, investment and
construction agreements with local China Governments to develop, invest and
construct a total of five (5) biomass energy power generation
plants/projects with a total potential power capacity for 50MW x 5 = 250 MW in
pipeline. The development and construction of the facilities will require
approximately $78,000,000 for each 50MW biomass plant/project. The development
and construction of the facilities are subject to the Company completing certain
due diligence requirements and obtaining financing from third
parties.
The value
inherent in China Power's unique position through its 250 MW Biomass Waste to
Energy 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.
(Note:
China Holdings & China Power have not recorded the highly-valued tangible
assets of the
total
2250 Megawatts
Renewable Power Plants/ Assets
purchase
as
fair-valued tangible assets yet as the year ending as December 31
2008.)
Again,
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/keep 100% legal & financial right/ownership to
China Holdings, Inc.’s subsidiary: China Power, Inc. and also have/keep 100%
legal & financial right/ownership to all of China Power, Inc.’s 2250
Megawatts Renewable Energy Power Plants/Projects/Contracts, as well as have/keep
100% % legal & financial right/ownership to China Power, Inc.’s 400 Square
Kilometer Land Rights/Ownership, are as following:
1.
To legally and financially protect China Holdings, Inc.& All Public
Shareholders , 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 subsidiary: China Power, Inc. and also
have 100% legal & financial right/ownership to all of China Power, Inc.’s
2250 Megawatts Renewable Energy Power Plants/Projects/Contracts, as well as have
100% % legal & financial right/ownership to China Power, Inc.’s 400 Square
Kilometer Land Rights/Ownership.The decision is for the best interest of China
Holdings, Inc./public shareholders. Soon, Julianna Lu & her legal
independent nominee and China Holdings will announce advanced legal&
business strategy to develop/construct China Power, Inc.’s 2000 MW Wind Power
Plants/Projects and 250 Biomass Waste to Energy Power Plants/Projects in
2009-2013 into multi-billions dollars assets & multi-billions dollars
revenues.
Further
legal & financial strategy will be also honorable, financially legally
benefit/protect to China Holdings, Inc./China Power, Inc. public shareholders as
well.
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/Chairperson, 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.
As
legally disclosed on April 2, 2009, 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/keep 100% legal & financial
right/ownership to China Holdings, Inc.’s subsidiary: China Power, Inc. and also
have/keep 100% legal & financial right/ownership to all of China Power,
Inc.’s 2250 Megawatts Renewable Energy Power Plants/Projects/Contracts, as well
as have/keep 100% % legal & financial right/ownership to China Power, Inc.’s
400 Square Kilometer Land Rights/Ownership.
Julianna
Lu & China Power, Inc. continue further sincere efforts, development,
contribution and commitments to The World & China Renewable Energy Industry
in 2009-2013, as the following:
A.
Julianna Lu &China Power, Inc. will consolidate the developing and
construction of 2000 Megawatts Wind Power Plants/Projects on 400 Square
Kilometers lands in Inner Mongolia, PR China in 2009 – 2013. Julianna Lu
&China Power, Inc. will move forward on THE 2000 MW WIND POWER
PLANTS/PROJECTS DEVELOPMENT/CONSTRUCTIONS PLAN (2009-2013) in Inner Mongolia PR
China with the following programs & plans:
*
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:
*
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.
*
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 customizable access profiles;
Remote control of a single wind turbine or a group
of turbines.
*
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.
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 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.
B. Julianna Lu &China Power,
Inc. will consolidate the developing and construction of
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.
The value
inherent in China Power's unique position through its 250 MW Biomass Waste to
Energy 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.
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.
China
Holdings, Inc.
Date:
April 9, 2009
/s/ Julianna
Lu
Julianna
Lu
Chief
Executive Officer
Chairperson
of The Board Directors
China (CE) (USOTC:CHHL)
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