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 3, 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
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 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 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. 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.
(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.)
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 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/Project//Contracts
are as following:
1.
Julianna Lu & China Holdings, Inc. have been experienced “some abusive
attacks” from rivals or rivals companies which have used illegal under-handed
abusively means for illegal solicit & illegal competition purposes 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 subsidiary:
China Power, Inc. and also have 100% legal & financial right/ownership to
all of China Power, Inc.’s Renewable Energy Power Plants: 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 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.
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
|
|
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360,000
|
|
|
Accrued
interest
|
|
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133,776
|
|
|
Advances
from Chief Executive Officer
|
|
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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 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.
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 customisable 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 3, 2009
/s/
Julianna Lu
Chief
Executive Officer
Chairperson
of The Board Directors
China (CE) (USOTC:CHHL)
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