UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 27, 2009
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CHINA
HOLDINGS, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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(State
or Other Jurisdiction of
Incorporation)
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333-119034
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98-0432681
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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
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
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
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Entry
into a Material Definitive Agreement,
And
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Item
3.02
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Unregistered
Sales of Equity Securities.
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On April
23, 2009, China Holdings, Inc. (the “Company”) (
www.chinaholding.net
)
(North America line:
1-778-995-0789) has agreed to offer “A Private
Placement Agreement” that WHEREAS, pursuant to, Regulation S , or/and
Regulation D, promulgated under the Securities Act of 1933, as amended (the
“Securities Act”) and WHEREAS, pursuant to Section 4(2) of the Securities Act of
1933, as amended (the “Securities Act”), and Rule 506
promulgated thereunder, the Company is offering up to
50,000,000 shares of the Company’s common stock and warrants to purchase
50,000,000 common shares of the Company’s common stock in a private placement
(the “Offering”) on the terms and conditions set forth herein, for
each
share of the
Company’s common stock, $.001 par value (“Shares”), at a premium purchase price
of US $0.10 per common share (the “Common Stock”), includes One
warrant (the “Warrant”) to purchase per share of Common Stock: the warrant is
exercisable for a period of (16) months, at a price $USD0.20 per
common share. The Company plans to
legally disclose/compliance/file with SEC Form 8-K upon further
transactions
completion
as planed
in 45-90 days approximately. The Company believes that the
above decision is for the best interest/value of China Holdings, Inc./all public
shareholders.
The Master Land
Developer : Julianna Lu and China Holdings, Inc.
800 Square Kilometer Land
/City Development
Phase I: Urban Design &
Framework Structure Master Planning for
100 Square Kilometer Land
/City Development: A New China Las Vegas City
As agreed
as the Master Developer that China Holdings, Inc. (20% Interest) and Julianna Lu
(80% Interest) /
The Company’s
Founder/Chairwoman/CEO/CFO/Creditor
(or/and Julianna’s further legal independent
nominee)
are
jointly developing a total of 800 Square Kilometers of Land for Real Estate
Development in Inner Mongolia PR China, which 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, a new city will have a cosmopolitan flavors combining architecture
from many of the world’s great cities including Las Vegas, Paris, London, Rome,
Venice, Vancouver, Tokyo, New York, and a new city with a planned initial
population of one million people in 2009-2016 in Inner Mongolia PR
China
The
Use of US$5,000,000 Proceeds are : 1). A total of
USD$1,000,000 for further development and completion of Phase I:
Urban Design & Framework Structure Master Planning for 100 Square Kilometer
Land /City Development: A New China Las Vegas City In Inner Mongolia, PR China;
2). ). A total of USD$3,000,000 for Phase II Land Transaction/Land
Development/Land Parcles Worldwide Campaign :100 Square Kilometer Land /City
Development: A New China Las Vegas City In Inner Mongolia, PR China;3). ). A
total of USD$1,000,000 General Worldwide Corporate Development &
Administration.
The
Company is going to complete the Phase I development of The Urban
Design & Framework Structure Master Planning of :100 Square Kilometer Land
/City Development: A New China Las Vegas City In Inner Mongolia, PR
China in 4 to 6 months from now on and delivery in later
2009 with
1. City Framework
Plan:
A
City Framework Plan for the entire 10,000 Ha (100 km2) proposal city growth
area of one million people, resolved to a level depicting general land
uses, transportation networks, district densities, open spaces, and retail,
hotel, office/employment, and industrial floor space distribution. (Scale
1:10,000)
2. Entertainment Precinct
Plan (Stage One):
A
Master Precinct Plan for the designated 200 Ha (20 km2) Phase One portion of the
City Framework Plan resolved to a detail depicting individual block parcels and
building footprints including land uses, floor space densities, hotel
rooms, office floor space, retail floor space, industrial floor space,
landscape and an open space concept. (Scale1:2,500) and a statistical summary
plan for the City Framework.
3. Resort Centre Plan (Stage
1A):
A
detailed City Centre Plan for the appropriate 5-7 Ha central focus (Stage 1A) of
the Entertainment Precinct depicting a concept design for a hotel, retail,
and entertainment core. The City Centre Plan will depict a Phase 1A hotel
and retail program along with a conceptual parks, open space and
recreational areas landscape plan. (Scale 1:250).
The Master Land
Developer : Julianna Lu and China Holdings, Inc.
800 Square Kilometer Land
/City Development
Phase I - 100 Sqaure KM
land/City
Urban Design & Planning
Framework Structure Plan
Completion /Deliverable
Schedule: September/October 2009Approximately
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 – Julianna
Lu &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 Sep-Oct-Nov 2009
Completion
Month
I (May ,June, July 2009): Evaluation Phase
Deliverables
include:
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Site and context
analysis
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Understanding of historic
precedents
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Review of natural and man made
morphologies
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Orchestration of presentation
materials
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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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Generation of alternative
solutions as appropriate
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Movement system
analysis
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Open space systems
analysis
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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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Refinement of preferred master
plan
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Development of zoning
diagram
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Alternative site massing
diagrams
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Development of character
studies
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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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Provision of colored master plan:
100 Square KM land – urban design frame structure
plan
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Provision of up to 12 -20
character sketches (100 Square KM land frame
structure)
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Provision of 3 -10 cross sections
(100 Square KM land frame
structure)
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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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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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Provision of colored master plan
–Power Point Presentations & Marketing materials: Overall Projects
Concept
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Julianna Lu &
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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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
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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
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As
the Master Land Developer, Julianna Lu & China Holdings, Inc. are
consolidating: Phase I Land Development : 800 Square Kilometer Land
/City Development: Urban Design & Framework Structure Master
Planning: 100 Square Kilometer Land /City Development: A New China Las Vegas
City in Inner Mongolia PR China. The objective of Julianna Lu/China Holdings’
Urban Design & Framework Structure Master Planning for
the 100 Square Kilometer Land /City Development: A New China Las Vegas
City in Inner Mongolia PR China: is to maximize the value of
every square meter of 100 Square KM land parcels into multi-billion dollars
profits multi-billion dollars assets as the ultimate values not only
for China Holdings/All Public Shareholders in China, USA and
Worldwide, as well as to People & Government in Inner Mongolia PR
China.
The
multi-billion dollar value inherent in Julianna Lu & China
Holdings, the Master Land Developer, the 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-billion 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-billion dollars assets & profits of
land /real estate/properties development in Inner Mongolia, China.
As
the Master Land Developer, Julianna Lu and China Holdings have created a
spectacular opportunity for The World, and China Holdings & All Worldwide
Public Shareholders to participate the further creation of 100 Square KM
land/city development of “China Las Vegas”, a new resort city in
Inner Mongolia China, of a population of one million people. Julianna Lu and
China Holdings are consolidating the development of a master planning to
develop a strategic City Vision Plan for the entire proposed 10,000 Ha city and
a master plan for the 2000 Ha first phase precinct, which will respect
important site assets, the regional and Chinese cultural & historical
settings, and the economic aspirations and world-class development vision of
Julianna Lu and China Holdings. As the Master Land Developer, Julianna Lu &
China Holdings. Are consolidating the land development of 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 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 required basic infrastructure has already been built by the
Chinese Government in later 2008.
(Notes:
The Company has not recorded the tangible assets of the total 800 Sq
KM lands/assets & the proprietary rights as fair-valued tangible assets yet
as the year ending as December 31 2008, but will adjust and record the total 20%
Interest of 800 Square KM lands/assets & the proprietary rights as
fair-valued tangible assets after further Valuation for the Company’s 800 Square
KM lands/assets/& the proprietary rights as fair-valued tangible
assets in the Company’s further Quarterly Financial Statement/SEC
Form 10Q in later 2009)
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
SIGNATURE
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 thereunto
duly authorized.
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CHINA
HOLDINGS, INC.
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Date:
April 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 Board
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