- Amended Annual Report (10-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

o TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER ________________________________

China Holdings, Inc.

(Name of Small Business Issuer in Its Charter)

Nevada		98-0432681
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer identification No.)

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

China Health Holding, Inc.

(Former name, former address and former fiscal year,

if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

State issuer’s revenues for its most recent fiscal year. $0

The aggregate market value of the issued and outstanding common stock held by non-affiliates of China Holdings, Inc. based upon the closing price of the Common Stock as quoted on the Over the Counter Bulleting Board (OTCBB) on April 10, 2009, was approximately $1,000,000.

As of December31, 2008, China Holdings, Inc. had a total 333,673,669 fully diluted common stocks/options/warrants outstanding, which combined with a total of 186,600,000 outstanding shares of Common Stock , and 1,250,000 shares of Series “A” Preferred Stock, and 77,173,669 outstanding and issued of Common Stock Option, and 69,900,000 outstanding and issued of Common Stock Warrants. approximately 30,000,000 shares in the public float.

Transitional Small Business Disclosure Format (check one): Yes o No x

TABLE OF CONTENTS

	Page
PART I

Item 1. Description of Business		4
Item 2. Description of Property		41
Item 3. Legal Proceedings		41
Item 4. Submission of Matters to a Vote of Security Holders		41

PART II

Item 5. Market for Common Equity and Related Stockholder Matters		41
Item 6. Management’s Discussion and Analysis or Plan of Operation		50
Item 7. Financial Statements		75
Item 8. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		75
Item 8A. Controls and Procedures		77
Item 8B. Other Information		78

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act		79
Item 10. Executive Compensation		80
Item 11. Security Ownership of Certain Beneficial Owners and Management		82
Item 12. Certain Relationship and Related Transactions		83
Item 13. Exhibits		85
Item 14. Principal Accountant Fees and Services		91

SIGNATURES		92

Forward Looking Statement -

This annual report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "our company believes," "management believes" and similar language. These forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under Item 1. Description of Business" and Item 6. "Management's Discussion and Analysis", including under the heading "- Risk Factors" under Item 6. Our actual results may differ materially from results anticipated in these forward-looking statements. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. In addition, our historical financial performance is not necessarily indicative of the results that may be expected in the future and we believe that such comparisons cannot be relied upon as indicators of future performance.

To the extent that statements in the annual report is not strictly historical, including statements as to revenue projections, business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of the Company's development, events conditioned on stockholder or other approval, or otherwise as to future events, such statements are forward-looking, All forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this annual report are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Other important factors that could cause actual results to differ materially include the following: business conditions and the amount of growth in the Company's industry and general economy; competitive factors; ability to attract and retain personnel; the price of the Company's stock; and the risk factors set forth from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-KSB; its quarterly reports on Forms 10-QSB; and any reports on Form 8-K. In addition, the Company disclaims any obligation to update or correct any forward-looking statements in all the Company’s annual reports and SEC filings to reflect events or circumstances after the date hereof.

As used in this Annual Report, unless otherwise indicated, the terms “we,” “us,” “our” and “the Company” refer to China Holdings, Inc. and its subsidiaries.

PART I

Item 1. Description of Business

China Holdings Inc. (the "Company"), founded by our Chairwoman and Chief Executive Officer, Julianna Lu, was incorporated in the state of Nevada in the United States of America on April 3, 2002 as AE&E Pharma Corporation. The Company changed its name on May 25, 2004, to China Health Holding, Inc. On April 18, 2005, our common stock was approved for quotation on the OTC Bulletin Board under the symbol "CHHH." On May 1, 2007, the Company changed its name to China Holdings, Inc. The Company's common stock trades on the US over-the-counter bulletin board under the symbol "CHHL”. The Company's new CUSIP number is 16942B 102. The Company's web site is www.chinaholding.net .

The Company has three wholly-owned subsidiaries: (i) China Power, Inc., (ii) China Minerals Holdings, Inc., and (iii) China Health Holdings, Inc.

China Holdings, Inc. is a development-stage diversified global assets holding company headquartered in the U.S. The Company and its subsidiaries are engaging in multiple China-focused business activities including, land & real estate development, energy, renewable energy, resources, utilities, and pharmaceutical ventures. In 2009, China Holdings is focusing on 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 Company’s wholly-owned subsidiary: China Power, inc. is developing & construction of a total 2000 MW Wind Power Plants/Projects on a total of 400 Square KM (“Kilometers”) Land now in Inner Mongolia, PR China 2008 -2012. China Power, Inc. is also developing & construction of a total 250 MW Biomass Waste to Energy Plants/Projects (5) on a total of 580,000 Mu Lands across China in 2008 -2012. China Power, inc. is developing its renewable energy power plants in wind energy power plants, biomass clean energy & hydropower plants to reach a total potential power capacity of approximately 850 MW to 3200 MW in 2013 approximately.

China Holdings ’s objective is to achieve long-term capital appreciation through investment in companies and other entities with significant assets, investments, production activities, trading or other business interests in China or worldwide. The Company has had nominal revenues since its inception.

China Holdings, Inc.

www.chinaholding.net

China Holdings, Inc. is a development stage global assets holdings company headquartered in the U.S. The Company and its subsidiaries engage in multiple China-focused business activities including land & real estate development, and clean energy, energy, resources, and utilities. China Holdings is 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 flavour 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 Company’s objective is to achieve long-term capital appreciation through investment in companies and other entities with significant assets, investments, production activities, or other business interests in China or worldwide, and/or which derive a significant part of their revenue from China or worldwide.

The Company has three wholly-owned subsidiaries: (i) China Power, Inc.; (ii) China Minerals Holdings, Inc.; (iii) China Health Holdings, Inc. For the Company's profile, please feel free to visit the websites: http://www.chinaholding.net.

Subsidiaries

China Holdings, Inc. has three wholly-owned subsidiaries:

	(i)	China Power, Inc.
	(ii)	China Minerals Holdings Inc. and

(iii)

China Health Holdings, Inc.

In April 2005, we formed two wholly owned subsidiaries in the State of Nevada: (1) China Health World Pharmaceutical Corporation; and (2) China Health World Trade Corporation.

On May 1, 2007, our wholly owned subsidiary, China Health World Pharmaceutical Corporation, amended its Articles of Incorporation to change its name to China Health Holdings, Inc.

On May 9, 2007, our wholly owned subsidiary China Health World Trade Corporation amended its Articles of Incorporation to change its name to China Power, Inc.

On January 7, 2008, the Company incorporated its 3rd subsidiary, China Minerals Holdings, Inc. under Nevada State Laws.

Subsidiaries & Operations

China Power, Inc.

www.chinapower.us

China Power, Inc. (“China Power”) is a development stage company with the goal of becoming a leading energy and renewable energy holding company that focuses on mergers and acquisitions, investment, research and development, construction and the operation of energy, and renewable energy, and environmental protection projects in China and throughout the world. China Power is developing renewable energy projects, pipelines in biomass energy projects and hydropower plants though mergers and acquisitions, joint-venture partnerships with biomass projects and hydropower plants, companies, local governments in China and throughout the world. China Power’s renewable energy strategy and plan in hydropower plants and biomass energy projects will enhance the technical, social, and environmental benefits of biomass energy and hydropower projects and provide investment and business opportunities in the cost-competitive industries or biomass energy and hydropower capacity energy supply in China and throughout the world, and also help increase long term shareholder value.

China Power, inc. is developing & construction of a total 2000 MW Wind Power Plants/Projects on a total of 400 Square KM (“Kilometers”) Land now in Inner Mongolia, PR China 2008 -2012. China Power, Inc. is also developing & construction of a total 250 MW Biomass Waste to Energy Plants/Projects (5) on a total of 580,000 Mu Lands across China in 2008 -2012. China Power, inc. is developing its renewable energy power plants in wind energy power plants, biomass clean energy & hydropower plants to reach a total potential power capacity of approximately 850 MW to 3200 MW in 2013 approximately.

China Minerals Holdings, Inc.

China Mineral Holdings, Inc. (“China Mineral Holdings”) is a development stage mining company with the aim of establishing, expanding, and diversifying it presence in the mining resource industry in China and throughout the world, in its precious and rare metals resource and properties by securing mining licenses for production and through strong joint venture partners in China. China Mineral Holdings intends to establish the production of high-margin rare metals (Vanadium (V2O5), Molybdenum (Mo), Uranium (U)) and to increase its mineral resource inventory and mining life though exploration, production and the development of multi-commodity project pipe lines. Furthermore, China Mineral Holdings’ mining projects and prospects will be based on rigorous economic evaluation and will subsequently be advanced though joint-ventures.

China Health Holdings, Inc.

www.chinahealthholding.com

China Health Holdings, Inc. (“China Health”) is a development stage company with the goal of becoming a leading developer, manufacturer, marketer and distributor of pharmaceutical drugs and dietary supplements in China and throughout the world. China Health Holdings' main objective is to partner with CHINA -SFDA approved drug producers, GMP certified manufacturing facilities, research and development centers and universities in China. China Health's goals for 2009-2013 include the profitable penetration of the Chinese pharmaceutical industry through mergers and acquisitions with leading pharmaceutical companies in China. Specifically, China Health’s strategy is to leverage synergies, integrate drug pipelines and distribution channels, and management expertise between pending pharmaceutical acquisitions.

Recent Development

On April 10, 2009, Julianna Lu/ The Company’s Founder/Chairwoman/CEO/CFO/Creditor and China Holdings, Inc (the “Company”) have approved Further Development & Execution Schedule as the following:

The Master Land Developer: Julianna Lu and China Holdings, Inc. for

800 Square Kilometer Land /City Development

Phase I: Urban Design & Framework Structure Master Planning for

100 Square Kilometer Land /City Development: A New City: China Las Vegas

Budget: US$1 million - US$1.5 million will be financed by Julianna Lu & China Holdings.

Completion /Deliverable Schedule: September/October 2009 (4 -5 months Approximately)

Website: www.chinaholding.net

North America Line: 1-778-995-0789

As the Master Land Developer, Julianna Lu / The Company’s Founder/Chairwoman/CEO/CFO/Creditor (or/and Julianna’s further legal independent nominee) & 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 City: China Las Vegas in Inner Mongolia PR China.

As the Master Land Developer, the objective of Julianna Lu/China Holdings’ Urban Design & Framework Structure Master Planning for 100 Square Kilometer Land /City Development: A New City: China Las Vegas 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 for Julianna Lu & 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-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.

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, the objective of Julianna Lu/China Holdings’ Urban Design & Framework Structure Master Planning for 100 Square Kilometer Land /City Development: A New City: China Las Vegas 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 for Julianna Lu &China Holdings/All Public Shareholders in China, USA and Worldwide, as well as to People & Government in Inner Mongolia PR China.

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 City: China Las Vegas

The Master Plan: budget: US$1 million - US$1.5 million will be financed by Julianna Lu & China Holdings are including with the following details works and will be completed by Julianna Lu and China Holdings, Inc.

Julianna Lu & China Holdings – The Master Plan

Phase I - 100 Sqaure KM land/City

Urban Design & Planning Framework Structure Plan

Completion /Deliverable Schedule: September/October 2009Approximately

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)

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.

Julianna Lu/The Company’s Founder/Chairwoman/CEO/CFO/Creditor & China Holdings, as the Master Land Developer, will develop and construct 100 Square KM lands parcels into commercial, residential/industrial buildings. Partial development parcels will be sold to major worldwide developers into potential multi-billions dollars profits & values. Julianna Lu/Company, as the Master Land Developer of 100 Square Km land will capture and capitalize the World & China with the potential significant mutil-billions values/assets/profits of commercial, industrial, residential and recreational properties development opportunities in Inner Mongolia, PR China. Julianna Lu/Company expects to generate significant multi-billion valued assets, gross revenues in multi- billions from the land development of 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 total 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.

As the Master Land Developer, the objective of Julianna Lu/China Holdings’ Urban Design & Framework Structure Master Planning for 100 Square Kilometer Land /City Development: A New City: China Las Vegas 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 for Julianna Lu &China Holdings/All Public Shareholders in China, USA and Worldwide, as well as to People & Government in Inner Mongolia PR China.

Julianna Lu & China Holdings – The Master Plan

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 – 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:

·	Site and context analysis

·	Program generation

·	Team mobilization

·	Understanding of historic precedents

·	Review of natural and man made morphologies

·	Concept story telling

·	Orchestration of presentation materials

·	Site visit and technical workshop

Month II (July – August 2009): Analysis Phase

Deliverables include:

·	Generation of alternative solutions as appropriate

·	Movement system analysis

·	Open space systems analysis

·	Density calculations

·	Selection of preferred mater planning concept

Month III (August - September 2009): Synthesis Phase

Deliverables include:

·	Refinement of preferred master plan

·	Development of zoning diagram

·	Alternative site massing diagrams

·	Development of character studies

·	Development of phasing diagram

Month IV (September – November 2009): Communication Phase

Deliverables include:

·	Provision of colored master plan: 100 Square KM land – urban design frame structure plan

·	Provision of up to 12 -20 character sketches (100 Square KM land frame structure)

·	Provision of 3 -10 cross sections (100 Square KM land frame structure)

·	Provision of colored master plan – Stand Physical Massing Models : Land Scales: (1:1000 Scale) or (1:500 Scale)

·	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

·	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

·	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

·	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

As the Master Land Developer, the objective of Julianna Lu/China Holdings’ Urban Design & Framework Structure Master Planning for 100 Square Kilometer Land /City Development: A New City: China Las Vegas 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 for Julianna Lu &China Holdings/All Public Shareholders in China, USA and Worldwide, as well as to People & Government in Inner Mongolia PR China.

On April 8, 2009, China Holdings, Inc (the “Company”) has approved , for the best interest/honor/legal protection of China Holdings, Inc. & All Public Shareholders, that Julianna Lu/The Company’s Founder/Chairwoman/CEO/CFO/Creditor (or/and Julianna’s 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:

The Master Land Developer Julianna Lu and China Holdings, Inc.

800 Square Kilometer Land /City Development /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 PR China.

(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 record the total 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 2 nd Quarter ending in 2009 Financial Statement/SEC Form 10Q in August, 2009)

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 purchasing 10,000,000 shares of the Company's common stock, exercisable at a price of $.10 and ten year warrants purchasing 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 purchasing 10,000,000 shares of the Company's common stock, exercisable at a price of $.10 and ten year warrants purchasing 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 does 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, 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.)

As legally confirmed that 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.

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:

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.

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.

Recent Development

China Holdings, Inc.

800 Square Kilometers of Land for Real Estate Development

In Inner Mongolia, PR China

China Holdings, Inc. (the “Company”) has legally secured 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 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.

China Holdings is developing the Phase I: 100 Square Kilometers of Land Development - The Master Plan : The Land and City Planning now. The Company’s ultimate master plan will consist of 100 Square Kilometers of land in Inner Mongolia, PR China. The 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 China Holdings’ further worldwide marketing efforts to develop and partially sell 100 Square KM land parcels in multi-billion dollars as ultimate values.

China Power Inc.

Building 2250 MW Renewable Energy Assets in China 2009-2013

400 Square Kilometers Land for 2000 Megawatts Wind Power Plants

China Holdings, Inc. and its’ controlled subsidiary: China Power, Inc. ( together ( “ the Company”) have 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.

(notes: The Company has not recorded the tangible assets of 12,000 Sq KM lands/assets & the proprietary rights as fair-valued tangible assets as the year ending as December 31 2008 yet, but will record the tangible assets of 12,000 Square KM lands/assets & the proprietary rights as fair-valued tangible assets after further Valuation for the Company’s 12,000 Square KM lands/assets/& the proprietary rights as fair-valued tangible assets in the Company’s 2 nd Quarter ending in 2009 Financial Statement/SEC Form 10Q in August, 2009.

China Power Inc.

2000 Megawatts Wind Power Plants/Projects

China Holdings, Inc ., via its controlled subsidiary China Power, Inc. has secured exclusive contracts with local government in Inner Mongolia China to exclusively develop and construct Two (2) 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. China Power Inc. expects to break ground in 2009 for the initial 300 MW of wind power, to be completed within 24 months approximately. 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.

The Company'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.. The Company 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 Company's unique position through its 2000 MW Wind Power Plants/Projects is truly extraordinary, and the progress the Company 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 Power Inc.

250 Biomass Waste to Energy Power Plants/Projects

China Holdings, Inc., via its controlled owned subsidiary China Power, Inc. has entered a total of five (5) development, investment and construction agreements with the local China Government in Hebei, Hunan, AnHui and Inner Mongolia Provinces, PR China 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. In addition to the foregoing, according to the China Central Government’s current alternative energy laws related to Biomass Energy Projects, under the All Construction Agreements, guaranteed (i) the financing for up to 65% of the 580 million Yuan China Power has committed to the development of all the power plants through local banks at a preferred interest rate, (ii) that 100% of the power generated by the Biomass Energy plants shall be purchased by the China State Grid at a purchase price of between 0.60 and 0.65 Yuan, or approximately $0.09 and $0.08, per kilowatt, (iii) All Biomass Energy Power Generation Plant/project (50MW) has designated with a total potential of 400 million KW/hr power generation capacity approximately annually, (iv) China Power’s rights under the Construction Agreements are all exclusive. The construction of the plant is estimated to take approximately two to three years.

China Power is going to 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 Holdings, Inc.

800 Square Kilometers of Land for Real Estate Development/Contracts

In Inner Mongolia, PR China

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.

On March 12, 2009, China Holdings, Inc. (the “Company”)’s BOARD has approved the Company’s Phase I : 100 Square Kilometers of Land Development - The Master Plan : The Land and City Planning –Development Schedules.

China Holdings, Inc.

800 Square Kilometers of Land for Real Estate Development in Inner Mongolia, PR China

Building China Las Vegas : A New City in Inner Mongolia, PR China

Phase I : 100 Square Kilometers of Land Development

The Master Plan : The Land and City Planning

The ultimate master plan will consist of 100 Square Kilometers of land in Inner Mongolia, PR China. The 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 China Holdings’ further worldwide marketing efforts to develop and partially sell 100 Square KM land parcels in multi-billion dollars as ultimate values.

The Phase IA master plan is consist of 20 Square Kilometers of land in Inner Mongolia, PR China.

China Holdings, Inc.

800 Square Kilometers of Land for Real Estate Development in Inner Mongolia, PR China

Phase I: 100 Square Kilometers of Land / Real Estate Development

The Master Plan : The Land and City Planning

On March 18, 2009, China Holdings, Inc. (the “Company”) has approved the Company’s further development of

An Initial Public Offering ( “ IPO”) US$200 - $400 million of “China Holdings, Inc.” in 2010 – 2011 upgrades to :

i.	NASDAQ Small Cap Market or New York Stock Exchange, USA
ii.	Toronto Stock Exchange (TSX or TSX –V), Canada

iii.	AIM in London Stock Exchange, England

China Holdings, Inc. focuses on 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 China Holdings, Inc. 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 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.

China Holdings, Inc.’s Ultimate Master Plan – Phase I - will consist of 100 Square Kilometers of land in Inner Mongolia, PR China. The Company’s objective is maximizing the value of every square meter of land to China Holdings & shareholders’ 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 China Holdings, Inc. is developing now in Inner Mongolia PR China will generate multi-billion dollars revenues & assets annually in 1- 20 years like US Las Vegas City in 2006 – 2007, and will provide as A New World-Class City/Window in China to the World.

On March 18, 2009, China Holdings, Inc. (the “Company”) has approved the Company’s further development of US$1,000,000 private placement offering, pursuant to Regulation S promulgated under the Securities Act of 1933, and pursuant to Rule 501(a) of Regulation D 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 20,000,000 shares of the Company’s common stock (SEC 144 rules/legends) and warrants (SEC 144 rules/legends)to purchase 20,000,000 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 USD $0.05 per share (the “Common Stock”), and includes One (1) warrant (the “Warrant”) to purchase per share of Common Stock: the warrant is exercisable for a period of (12) months, at a price $US0.20 per share. Upon further completion, the Company will file with SEC FORM 8-K for further legal disclosure and proper sec rules compliances.

The Use of Proceeds of US$1,000,000 is for the Company’s Master Plan of Land /City Planning: Phase IA Land Development: The City Center: 20 Square KM land of 100 Square Kilometer Land in Inner Mongolia, PR China. China Holdings, Inc. is planning to fully complete The Master Plan of Land /City Planning: Phase IA: The City Center: 20 Square KM land of 100 Square Kilometer Land in Inner Mongolia, PR Chin in four (4) months in August – September 2009 approximately. China Holdings, Inc.’s 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.

Phase I : 100 Square Kilometers of Land Development

The Master Plan : The Land and City Planning

The Development Schedules

China Holdings’ ultimate master plan will consist of 100 Square Kilometers of land in Inner Mongolia, PR China. The 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 marketing 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. 2009 Completion

Month I (May – June 2009): Evaluation Phase

Deliverables include:

l	Site and context analysis
l	Program generation

l	Team mobilization
l	Understanding of historic precedents

l	Review of natural and man made morphologies
l	Concept story telling

l	Orchestration of presentation materials
l	Site visit and technical workshop

Month II (June – July 2009): Analysis Phase

Deliverables include:

l	Generation of alternative solutions as appropriate
l	Movement system analysis

l	Open space systems analysis
l	Density calculations

l	Selection of preferred mater planning concept

Month III (July - August 2009): Synthesis Phase

Deliverables include:

l	Refinement of preferred master plan
l	Development of zoning diagram

l	Alternative site massing diagrams
l	Development of character studies

l	Development of phasing diagram

Month IV ( August - September – October 2009): Communication Phase

Deliverables include:

l	Provision of colored master plan
l	Provision of up to 12 -20 character sketches

l	Provision of 3 -10 cross sections
l	Provision of colored master plan – Stand Physical Massing Models : Land Scales: (1:1000 Scale) or (1:500 Scale)

l	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
l	Provision of colored master plan –Power Point Presentations & Marketing materials: Overall Projects Concept

China Holdings, Inc. – 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

l	Worldwide - 100 Square Kilometers of Land Parcels: Partial 100 Sq KM Land Parcels - China/Worldwide Marketing: Multi-Billon Dollars Revenues and Multi-Billon Dollars Assets
l	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/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 will develop/construct partial lands parcels into commercial, residential/industrial buildings, and partial development parcels will be sold to major worldwide developers & China Holdings will strictly controlled the land development process & all the government &legal processing according to China Land Law & Regulation so that an efficient, modern attractive world-class city will be create. 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 top-developers. The Company will capture and capitalize the potential significant commercial, industrial, residential and recreational properties development opportunities. China Holdings 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.

China Holdings, Inc. 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. 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 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.

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.

(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 record the 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 2 nd Quarter ending in 2009 Financial Statement/SEC Form 10Q in August, 2009).

China Power Inc.

Building Renewable Energy Assets in China

2000 Megawatts Wind Power Plants/Projects – Development

400 Square Kilometers Land

400 Square Kilometers Land for 2000 Megawatts Wind Power Plants/Projects Development

As confirmed 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 of 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.

As confirmed in September, 2008 , China Holdings, Inc. and its controlled subsidiary, China Power Inc. have 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. China Power Inc. expects to break ground in 2009 for the initial 300 MW of wind power, to be completed within 24 months approximately. 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 Holdings, Inc. and its’ controlled subsidiary: China Power, Inc. have increased the commitment to develop and maximize all the stockholders’ value on a long-terms basis.

Building Renewable Energy Assets in China

China Power, Inc.

2000 Megawatts Wind Power Plants/Projects Development on 400 Square Kilometers Land

On March 18, 2009, China Holdings, Inc. (the “Company”) has approved the Company’s further development plan of An Initial Public Offering (“ IPO”) US$200 - $400 million of “China Power, Inc.” in 2010-2011 to list “China Power, Inc.” onto Toronto Stock Exchange or TSX –V enture in Canada or/and NASDAQ Small Cap Market.

On March 18, 2009, China Holdings, Inc. (the “Company”) has also approved the Company’s controlled subsidiary: China Power, Inc.’s further development of US$3,000,000 private placement offering, pursuant to Regulation S promulgated under the Securities Act of 1933, and pursuant to Rule 501(a) of Regulation D 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 6,000,000 shares of the Company’s common stock (SEC 144 rules/legends) and warrants (SEC 144 rules/legends)to purchase 6,000,000 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 USD $0.50 per share (the “Common Stock”), and includes One (1) warrant (the “Warrant”) to purchase per share of Common Stock: the warrant is exercisable for a period of (12) months, at a price $US1.00 per share. Upon further completion, the Company/China Power, Inc. will file with SEC FORM 8-K further legal disclosure and proper sec rules compliances.

The Use of Proceeds of US$3,000,000 are for the completion of China Power, Inc.’s 2000 MW Wind Power Plants - Phase I - Wind Resources Monitoring Programs -300 MW Wind Power Plants" in 2009 for 6-12 months programs on 300 MW Wind Power Plants as Phase I Development/Plan. The company expects to break ground in 2009-2010 for the initial 300 MW of wind power, to be completed in 2-3 years.

On March 18, 2009, China Holdings, Inc. (the “Company”) has approved the Company’s further development plan of An Initial Public Offering ( “ IPO”) US$200 - $400 million of “China Power, Inc.” in 2010-2011 to list “China Power, Inc.” onto Toronto Stock Exchange or TSX –V enture in Canada or/and NASDAQ Small Cap Market.

China Power, Inc.

2000 Megawatts Wind Power Plants/Projects Development on 400 Square Kilometers Land (2009-2013)

Phase I – 300 Megawatts Wind Power Plants/Projects: Wind Resources Monitoring Programs (12 months 2009-2010)

Phase II - 300 Megawatts Wind Power Plants Development/Construction (2010-2013)

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 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:

1.	Conducting the "Wind Resources Monitoring Programs" in 2009 for 6-12 months programs on 300 MW Wind Power Plants as Phase I Development/Plan. The company expects to break ground in 2009-2010 for the initial 300 MW of wind power, to be completed in 2-3 years.

2.	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 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.

China Power, Inc.

1000 Megawatts - 2 nd Wind Power Plants/Projects/Contract

On September 16, 2008, China Power, Inc., China Holdings, Inc.’s controlled subsidiary (“ China Power ”), entered into a 2 nd agreement of a Four (4) Years Development and Construction Agreement (the “ Construction Agreement ”) with Ontniute Government (“Ontniute”), Inner Mongolia, People’s Republic of China, pursuant to which China Power was granted the exclusive right to develop and construct THE INNER MONGOLIA 2 nd ONTINUTE WIND ENERGY POWER PLANTS/PROJECTS with power capacity of 298.8 megawatts ( 6 x 49.8 MW), and a potential up to 996 megawatts ( 20 x 49.8 MW) wind energy power capacity . Specifically, under the Construction Agreement, Ontniute has agreed to provide China Power with:1). Exclusive and First Refusal Rights with non-competition and non-solicit terms, 2). The land rights for up to a 2 nd of 200 square KM (Kilo meters) of land in a 2 nd defined areas, to develop THE INNER MONGOLIA 2 nd ONTINUTE WIND ENERGY POWER PLANTS/PROJECTS with power capacity of 298.8 megawatt ( 6 x 49.8 megawatt), and a potential up to 996 megawatt ( 20 x 49.8MW) wind energy power capacity . Conversely, China Power has committed to invest up to 2700 million Yuan ( with 35% in cash equity investment and 65% bank loans) towards the development and construction of the power plants.

In addition to the foregoing, according to the China Central Government’s currently alternative energy laws related to Wind Energy Projects, under the Construction Agreement, Chinese Government has guaranteed (i) the financing for up to 65% of the total 2700 million Yuan through a local bank at a preferred interest rate to China Power committed to the development of the power plants, ii) that 100% of the electricity power generated by the Wind Energy plants shall be purchased by the China State Grid at a purchase price of between 0.50 and 0.55 Yuan, per kilowatt, (iii) THE INNER MONGOLIA 2 nd ONTINUTE WIND ENERGY POWER PLANTS/PROJECTS have the designated 298.8 megawatts ( 6 x 49.8 MW) wind energy power capacity, and a potential up to 996 megawatt ( 20 x 49.8MW) wind energy power capacity (iv) China Power’s rights under the Construction Agreement are exclusive.

The Construction Agreement also provides that Ontinute shall be responsible for securing all necessary government approvals and ensuring the supply of all required utilities, such as electricity, water, communications and roadways, and China Power shall be responsible for obtaining all required financing for the plants and operating the plants with the most advanced technology available. The development and construction of the plants are estimated to take approximately three (3) years.

Additionally, China Holdings, Inc. and its controlled subsidiary : China Power, Inc. have doubled the commitments for further development, construction and contributions to The Clean Energy Power Plants/Industry in China, or/and worldwide , include Wind Energy, Biomass Clean Energy and Hydropower Plants. The Company will speed up its substantial corporate financings development, and partnerships with global private equity funds, and structure investments to optimize returns of the Company’s global investors, stockholders and investments. The company has increased its commitment to develop and maximize all the stockholders’ value on a long-terms basis.

China Power, Inc.

1000 Megawatts – 1 st Wind Power Plants/Projects/Contract

On September 3, 2008, China Power, Inc., China Holdings, Inc.’s controlled subsidiary (“ China Power ”), entered into a Three (3) Years Development and Construction Agreement (the “ Construction Agreement ”) with Ontniute Government (“Ontniute”), Inner Mongolia, People’s Republic of China, pursuant to which China Power was granted the exclusive right to develop and construct THE INNER MONGOLIA ONTINUTE WIND ENERGY POWER PLANTS/PROJECTS with power capacity of 298.8 megawatt ( 6 x 49.8 megawatt), and a potential up to 996 megawatt ( 20 x 48.9 MW) wind energy power capacity . Specifically, under the Construction Agreement, Ontniute has agreed to provide China Power with :1). Exclusive and First Refusal Rights with non-competition and non-solicit terms, 2). The land rights for up to 200 square KM (Kilo meters) of land, to develop THE INNER MONGOLIA ONTINUTE WIND ENERGY POWER PLANTS/PROJECTS with power capacity of 298.8 megawatt ( 6 x 49.8 megawatt), and a potential up to 996 megawatt ( 20 x 48.9 MW) wind energy power capacity . Conversely, China Power has committed to invest up to 2700 million Yuan ( with 35% in cash equity investment and 65% bank loans) towards the development and construction of the power plants.

In addition to the foregoing, according to the China Central Government’s currently alternative energy laws related to Wind Energy Projects, under the Construction Agreement, Chinese Government has guaranteed (i) the financing for up to 65% of the total 2700 million Yuan through a local bank at a preferred interest rate to China Power committed to the development of the power plants, ii) that 100% of the electricity power generated by the Wind Energy plants shall be purchased by the China State Grid at a purchase price of between 0.50 and 0.55 Yuan, per kilowatt, (iii) THE INNER MONGOLIA ONTINUTE WIND ENERGY POWER PLANTS/PROJECTS have the designated 298.8 megawatt ( 6 x 48.9 MW) wind energy power capacity, and a potential up to 996 megawatt ( 20 x 48.9 MW) wind energy power capacity (iv) China Power’s rights under the Construction Agreement are exclusive.

(Notes: The Company & China Power, Inc. has not recorded the tangible assets of the total 400 Sq KM lands/assets and 2000 MW Wind Power Plants/Projects/ assets /the proprietary rights as fair-valued tangible assets yet as the year ending as December 31 2008, but will record the tangible assets of the total 400 Sq KM lands/assets and 2000 MW Wind Power Plants/Projects/ 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 2 nd Quarter ending in 2009 Financial Statement/SEC Form 10Q in August, 2009).

China Power, Inc.

TaiHu Biomass Energy Power/Plant (50MW) Investment Construction Agreement

On October 28, 2007, China Power entered into a Development and Construction Agreement (the “ Construction Agreement ”) with TaiHu County Government (“TaiHu”), AnHui Province, People’s Republic of China, pursuant to which China Power was granted the exclusive right to develop and construct a 50 megawatt biomass energy power plant. Specifically, under the Construction Agreement, TaiHu has agreed to provide China Power with the land rights for up to 200 MU, or 133,400 square meters of land, to develop a biomass energy power plant. China Power has committed to invest up to 580 million Yuan, or approximately $81,586,000 towards the development of the power plant.

In addition to the foregoing, according to the China Central Government’s currently alternative energy laws related to Biomass Energy Projects, under the Construction Agreement, TaiHu has guaranteed (i) the financing for up to 65% of the 580 million Yuan China Power has committed to the development of the power plant through a local bank at a preferred interest rate, (ii) that 100% of the power generated by the Biomass Energy plant shall be purchased by the China State Grid at a purchase price of between 0.60 and 0.65 Yuan, or approximately $0.09 and $0.08, per kilowatt, (iii) this TaiHu Biomass Energy Power Generation Plant/project has designated with a total potential of 400 million KW/hr power generation capacity approximately annually, (iv) China Power’s rights under the Construction Agreement are exclusive.

The Construction Agreement also provides that TaiHu shall be responsible for securing all necessary government approvals and ensuring the supply of all required utilities, such as electricity, water, communications and roadways, and China Power shall be responsible for obtaining all required financing for the plant and operating the plant with the most advanced technology available. The construction of the plant is estimated to take approximately two years.

Development of the plant shall be done through America-China (TaiHu) Energy Co. Ltd., incorporated under PRC laws by our subsidiary China Power. China Power will complete for the biomass fuel analysis report and the technical feasibilities for further development of the construction for TaiHu Biomass Energy Power/Plant ( 50MW) shortly. Management believes that they have no liabilities with regards to these transactions if the transactions can not be completed.

China Power completed the Fuel Analysis on TaiHu Biomass Energy Power/Plant ( 50MW). China Power has completed THE FEASIBILITIES STUDY TaiHu Biomass Energy Power/Plant ( 50MW). China Power has also completed THE FEASIBILITIES STUDY on TaiHu Biomass Energy Power/Plant ( 50MW) as legally approved,contracted and conducted by CHINA ELECTRIC DESIGN AND RESEARCH INSTITUTION, the PRC licensed AAA+ power engneering firm. The Comnpany is working on “EPC” - engineering, procurement and construction expertise /contracts now with China -State National AAA+ Engineering Firm to construct and build The Company’s TaiHu Biomass Energy Power/Plant (50MW) on a turnkey basis/solution, and with upset price guarantees and fixed construction completion timetables. The Company is also finalizing for the long-term contract with China State-Grid for Electricity Power Sales Contracts with China-State Alternative Energy Policies Gurrantee for Biomass Energy for 100% Power Purchase by State-Grid and Gurrantee for Prices Selling at 0.61 -0.65/KWh.

China Power, Inc.

Ongniute Biomass Energy Power/Plant ( 50MW) Investment Construction Agreement

On March 3, 2008, China Power entered into a Development and Construction Agreement (the “Construction Agreement”) with Ongniute County Government (“Ongniute”), Inner Mongolia Province, People’s Republic of China, pursuant to which China Power was granted the exclusive right to develop and construct a 50 megawatt biomass energy power plant. Specifically, under the Construction Agreement, Ongniute agreed to provide China Power with the land rights for up to 200 MU, or 133,400 square meters of land, to develop a biomass energy power plant, together with an additional 500,000 MU, or 333,500,000 square meters of land, rich in straw resources to support the power plant. Conversely, China Power has committed to invest up to 580 million Yuan, or approximately $81,586,000, towards the development of the power plant, including the payment to Ongniute of 56,000 Yuan, or approximately $7,877, for every 667 square meters of land provided by Ongniute.

In addition to the foregoing, under the Construction Agreement, Ongniute has guaranteed (i) the financing for up to 65% of the 580 million Yuan China Power has committed to the development of the power plant through a local bank at a preferred interest rate, (ii) that 100% of the power generated by the biomass energy plant shall be purchased by the China State Grid at a purchase price of between 0.60 and 0.65 Yuan, or approximately $0.09 and $0.08, per kilowatt and (iii) the payment of 13.2 million Yuan, or approximately $1,856,797, to China Power once construction of the power plant is completed.

The Construction Agreement also provides that Ongniute shall be responsible for securing all necessary government approvals and ensuring the supply of all required utilities, such as electricity, water, communications and roadways, and China Power shall be responsible for obtaining all required financing for the plant and operating the plant with the most advanced technology available. The construction of the plant is estimated to take approximately two years.

China Power’s rights under the Construction Agreement are exclusive, such that Ongniute may not allow the development of any other biomass energy power plants in Ongniute County for three years. In addition, Ongniute has agreed to ensure that the plant is not subject to income taxes for its first three years of operation and then subject to a tax rate of no more than 12.5% for the following three years.

Development of the plant shall be done through Ongniute America-China Green Energy Co. Ltd., which incorporated under PRC laws which is wholly owned by our subsidiary of China Power. China Power, Inc. will complete for the biomass fuel analysis report and the technical feasibilities for further development of the construction for Ongniute Biomass Energy Power/Plant ( 50MW) shortly. Management believes that they have no liabilities with regards to these transactions if the transactions can not be completed.

China Power completed the Fuel Analysis Report on Ongniute Biomass Energy Power/Plant ( 50MW) 。 CHINA ELECTRIC DESIGN AND RESEARCH INSTITUTION is working on FEASIBILITIES STUDY on Ongniute Biomass Energy Power/Plant ( 50MW)ò The Comnpany is working on “EPC” - engineering, procurement and construction expertise /contracts now with China -State National AAA+ Engineering Firm to construct and build The Company’s Ontniute Biomass Energy Power/Plant ( 50MW) on a turnkey basis/solution, and with upset price guarantees and fixed construction completion timetables. The Company is also finalizing for the long-term contract with China State-Grid for Electricity Power Sales Contracts with China-State Alternative Energy Policies Gurrantee for Biomass Energy for 100% Power Purchase by State-Grid and Gurrantee for Prices Selling at 0.61 -0.65/KWh.

China Power, Inc.

Huaxian Biomass Energy Power/Plant ( 50MW) Investment Construction Agreement

On March 19, 2008, China Powerentered into a Development and Construction Agreement (the “ Construction Agreement ”) with Huaxian County Government (“Huaxian”), Hunan Province, People’s Republic of China, pursuant to which China Power was granted the exclusive right to develop and construct a 50 megawatt biomass energy power plant. Specifically, under the Construction Agreement, Huaxian has agreed to provide China Power with the land rights for up to 200 MU, or 133,400 square meters of land, to develop a biomass energy power plant. Conversely, China Power has committed to invest up to 580 million Yuan, or approximately $81,586,000 towards the development of the power plant.

In addition to the foregoing, according to the China Central Government’s currently alternative energy laws related to Biomass Energy Projects, under the Construction Agreement, Huaxian has guaranteed (i) the financing for up to 65% of the 580 million Yuan China Power has committed to the development of the power plant through a local bank at a preferred interest rate, (ii) that 100% of the power generated by the Biomass Energy plant shall be purchased by the China State Grid at a purchase price of between 0.60 and 0.65 Yuan, or approximately $0.09 and $0.08, per kilowatt, (iii) this Huaxian Biomass Energy Power Generation Plant/project has designated with a total potential of 400 million KW/hr power generation capacity approximately annually, (iv) China Power’s rights under the Construction Agreement are exclusive.

The Construction Agreement also provides that Huaxian shall be responsible for securing all necessary government approvals and ensuring the supply of all required utilities, such as electricity, water, communications and roadways, and China Power shall be responsible for obtaining all required financing for the plant and operating the plant with the most advanced technology available. The construction of the plant is estimated to take approximately two years. Management believes that they have no liabilities with regards to these transactions if the acquisitions can not be completed.

LongHua Biomass Energy Power Plant/ Project(50MW) Investment and Construction Agreement

On October 10, 2007, China Power entered into an agreement with LongHua Government and BeiJing JinRenTaiHe Trade Ltd. Government to develop and construct a biomass energy power generation plant with a power capacity of 50MW. The parties estimate that it will take 2 years to complete the construction of the biomass energy generation plant at a cost of RMB $580million (approximately USD$78 million) comprising of a cash investment of 35% and bank loans of 65%. The biomass energy power plant will be located at LongHua county in the town of TangTouGou village of LuoYing on a total of 200 MU lands. The Agreement provides that the LonHua Government will pay for the cost of the land and shall grant China Power the right to use the land for a term of 50 years in accordance with the State’s land use policy.

Pursuant to the terms of the agreement, the LongHua government will be responsible for (A) the coordination with the state, provincial and city governments; (B) registration of the project with the required governmental bodies; (C) providing tax incentives to China Power upon completion of the project; (D) assisting the Company with obtaining an additional 10-15 MU lands for the cultivation of the necessary biomass resources; and (E) allowing the Company to construct a well to provide water for construction of the plant. The Company agreed to provide the LongHua government with RMB$1.65 million (approximately USD$222,000) in connection with the documentation and approval process necessary for the construction permits for the biomass plant. The LongHua government has agreed to provide the Company will legal exclusive rights for the construction and operation of the plant and agreed not to engage in the construction of a similar biomass plant.

On January 23 2008, China Power executed an Amended Agreement with BeiJing JinRenTaiHe Trade Ltd. and Long-Hua Local Government that the 100% development rights of LongHua County Biomass Energy Power Plant/ Project (50MW) for further Investment and Construction Agreement will be fully legally 100% Development Rights transfer to China Power.

China Power will complete the biomass fuel analysis report and the technical feasibilities for further development of the construction for Long-Hua Biomass Energy Power/Plant ( 50MW) shortly. Management believes that they have no liabilities with regards to these transactions if the transactions can not be completed.

China Power, Inc.

Con Yang Biomass Energy Power Plant/ Project(50MW) Investment and Construction Agreement

On October 29, 2007, China Power entered into an agreement to cooperate with the Con Yang Government. Pursuant to the agreement the Con Yang Government agreed to provide the Company with 200 MU lands in the Con Yang economic industry zone to develop and construct a biomass energy generation plant. The agreement contemplates the entry into a Lands Rights Agreement with the Con Yang Government Land & Resources Department for a term of 50 years. The parties anticipate that the total cost of the project to be RMB $580 million (approximately USD$78 million) comprising of a cash investment of 35% and bank loans of 65% and anticipate completion in 2010. The Agreement provides that the Con Yang Government will provide the Company will the lands for the cultivation of the straw and raw materials necessary for the project for a term of 50 years. In addition, the Agreement provides that it will be effective in 6 months until China provides a biomass projects feasibility study and contemplates the entry into a further agreement for execution of the biomass energy projects. Management believes that they have no liabilities with regards to all the transaction if the transaction can not be completed.

(Notes: The Company has not recorded the tangible assets of the total 250 Megawatts Renewable Biomass Power Plants/ Assets purchase as fair-valued tangible assets yet as the year ending as December 31 2008, but will record the recorded the total 250 Megawatts RenewableBiomass Power Plants/ Assets as fair-valued tangible assets after further Valuations on the Company’s 250 Megawatts Renewable Biomass Energy Power Plants/Projects/Assets Valuation in the Company’s 2 nd Quarter ending in 2009 Financial Statement/SEC Form 10Q in August, 2009)

China Power, Inc.

Acquisition Agreement with Hunan Zhangjiajie Chalinhe Electric Power Co., Ltd to Acquiring 100% Interest of Chalinhe Hydropower Station (54 MW-72MW)

On July 27 2007, China Power, Inc. entered into an acquisition definitive agreement for the acquisition of Hunan Zhangjiajie Chalinhe Electric Power Co., Ltd and its Chalinhe Hydropower Station (54 MW-72MW). The purchase price for the assets shall consist of (i) a cash payment in the amount of 380 million RMB (approximately USD$50 million), and (ii) the assumption of a bank loan in the amount of 300 million RMB ($USD40 million).The Chalinhe Hydropower Station comprises a reservoir with a dam 95 meters high and a total land position of 90,064 square meters. Specifications for the dam consist of a dead water level of 77 meters, design flood level of 88.31 meters, check flood level of 92.81 meters and a total power generation capacity of 72,000 kW (4×18,000 kW).

Upon completion of the first stage of the power station, Chalinhe Electric Power Co. anticipates the total installed power production capacity will be approximately 54,000 kW. However, implementation of the first stage of the project is dependent on Hunan Zhangjiajie Chalinhe Electric Power raising sufficient funds. Hunan Zhangjiajie Chalinhe Electric Power does not currently have any financing commitments and there is no guarantee that they will be able to raise any funds to implement their plans.

The electricity sale price is expected to be RMB 0.316 Yuan/kWh (or approximately USD $0.042/kWh) pursuant to an existing contract with the China State Grid. In addition, the Chalinhe Hydropower Station has full legal approved rights to CDM (Clean Development Mechanism) projects and full legal rights for development of an additional 18,000 kW capacity to bring the total power generation capacity to 72,000 kW.

The Agreement contemplates that the transaction will be completed at a closing to be held on the first business day after the closing conditions are met or waived, or on a date agreed upon by the parties. The closing conditions include, but are not limited to: (i) the satisfactory completion by each party of a review of the business operations, finances, assets and liabilities of the other party, (ii) delivery of such certificates and closing documents as each party's counsel may request, and (iii) the approval of all of the shareholders of Hunan Zhangjiajie Chalinhe Electric Power Co., Ltd.

The acquisition is subject to the Company completing certain due diligence requirements and obtaining financing from third parties. As of June 30 2008, the transaction has not closed. Management has not determined if it can complete this transaction. Management believes that they have no liabilities with regards to this transaction if the acquisition can not be completed.

China Minerals Holdings, Inc.

Acquisition Transaction Agreement with Tong Ren KaiYu Minerals Co. Ltd.

On November 30, 2007, the Company entered in a transaction agreement which provides for the acquisition by the Company of 100% of the issued and outstanding shares of Tong Ren KaiYu Minerals Co. Ltd. This agreement provides the comprehensive terms of the acquisition and expands on the parties’ agreement dated October 27, 2007.

In consideration for the shares, the Company agreed to pay (A) RMB $100 million (approximately USD $13,500,000) in cash; (B) RMB $50 million (approximately USD $6,750,000) in shares of common stock valued at a price of $0.05 per shares; (C) RMB $150 million (approximately USD $20 million) in shares of common stock valued at the average of closing price of the Company’s common stock in the 5 day period prior to closing and the 5 day period after the closing. The agreement provides for a closing when all of the conditions set forth in the agreement have been fulfilled. Ton Ren KaiYu owns three mineral exploration licenses and two mining exploration licenses. Tong Ren KaiYu has agreed to provide the Company with legal exclusive/first refusal rights for this acquisition. The parties have agreed to provide each other with all documentation necessary to complete their due diligence investigation of each company’s business. The Company has issued 7,000,000 shares of its common stock as a security deposit to “Tong Ren Kai Yu” and its beneficiary nominee already. The parties agreed that if Tong Ren KaiYu meets its obligation under the financials and the Company does not consummate the transaction, then, Tong Ren KaiYu shall have the right to retain the shares. However, if Tong Ren KaiYu does not complete its obligations under this agreement the Company will be permitted to place stop transfer restrictions on the shares. The Company intends to form a subsidiary in China or Hong Kong to complete the acquisition withg Ton Ren KaiYu. The acquisition is subject to the Company completing certain duel diligence requirements and obtaining financing from third parties. As of June 30 2008, the transaction has not closed. Management has not determined if it can complete this transaction. Management believes that they have no liabilities with regards to this transaction if the acquisition can not be completed.

Future Development

China Holdings, Inc. is developing the Phase I: 100 Square Kilometers of Land Development - The Master Plan : The Land and City Planning now. The Company’s ultimate master plan will consist of 100 Square Kilometers of land in Inner Mongolia, PR China. The 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 China Holdings’ further worldwide marketing efforts to develop and partially sell 100 Square KM land parcels in multi-billion dollars as ultimate values.

China Holdings, Inc. is going to develop An Initial Public Offering (“IPO”) US$200 - $400 million of “China Holdings, Inc.” in 2010 – 2011 upgrades to : i. NASDAQ Small Cap Market or New York Stock Exchange, USA, and ii. Toronto Stock Exchange (TSX or TSX –V), Canada, and iii. AIM in London Stock Exchange, England

If we are successful in raising $200 million of IPO financing in order to expand our business and fund future development, we anticipate the following expenses over the next twelve months: (a) $200,000 to develop our Internet website and e-commerce system in multi-languages; (b) $400,000 for media advertising to promote our brand name; (c) $400,000 for our research and development program; (d) $400,000 for an investor relations program; (f) $800,000 for professional and consultant fees; (g) $1,800,000 for general working capital, including land/projects development, general and administrative expenses; and (h) $186,000,000 for land/real estate/properties development , and merger and acquisitions and joint-ventures.

If the Company is only successful in raising $3 million of financing to sustain its current level of business operations, we anticipate the following expenses over the next twelve months: (a) $150,000 to develop its Internet website and e-commerce system in multi-languages; (b) $200,000 for media advertising to promote our brand name; (c) $200,000 for its research and development program; (d) $400,000 for an investor relations program; (f) $500,000 for professional and consultant fees; and (g) $1,800,000 for general working capital, including land/real estate/properties development, general and administrative expenses.

Acquisition of Plant and Equipment and Other Assets

If the Company successfully closes on acquisitions it will acquire material property, plant or equipment during the next 12 months. If the Company is successful in developing and construction of our biomass energy projects it will acquire material property, plant or equipment during the next 12 months.

Number of Employees

From inception through the period ended December 31, 2008, we have principally relied on the services of outside consultants and part-time employees for services. We currently have six (6) full time employees and 25 part-time employees. In order for us to attract and retain quality personnel, we anticipate we will have to offer competitive salaries to future employees. We anticipate that it may become desirable to add additional full and or part time employees to discharge certain critical functions during the next 12 months. This projected increase in personnel is dependent upon our ability to generate revenues and obtain sources of financing. There is no guarantee that we will be successful in raising the funds required or generating revenues sufficient to fund the projected increase in the number of employees. As we continue to expand, we will incur additional cost for personnel.

Operations Plans

China Holdings, Inc.’s goal is to become a diversified global assets holding company. We and our subsidiaries engage in multiple China-focused business activities including land/real estate, energy, renewable energy, resources, utilities, and pharmaceutical. China Holdings, Inc. focuses on 800 Square Kilometers of Land for Real Estate Development in Inner Mongolia, PR China in 2009 – 2016. Our objective is to achieve long-term capital appreciation through investment in companies and other entities with significant assets, investments, production activities, trading or other business interests in China, or/and worldwide, or/and which derive a significant part of their revenue from China, or/and worldwide.The multi-billion dollar value inherent in the China Holdings, Inc. 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 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.

China Holdings, Inc. intends to seek financing for USD$200-$400 millions via an Initial Public Offering (IPO) in 2010-2011 to fund its 800 Sq KM land/real estate/properties development/constructions. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. There can be no assurance that we will be successful in obtaining IPO financing & the business will be successfully developed.

China Power, Inc.

China Power, Inc. (“China Power”) is a development stage company with the goal of becoming a leading energy and renewable energy holding company that focuses on mergers and acquisitions, investment, research and development, construction and the operation of energy, and renewable energy, and environmental protection projects in China and throughout the world. China Power is attempting to develop renewable energy projects, pipelines in biomass energy projects and hydropower plants though mergers and acquisitions, joint-venture partnerships with biomass projects and hydropower plants, companies, local governments in China and throughout the world. China Power’s renewable energy strategy and plan in hydropower plants and biomass energy projects will enhance the technical, social, and environmental benefits of biomass energy and hydropower projects and provide investment and business opportunities in the cost-competitive industries or biomass energy and hydropower capacity energy supply in China and throughout the world, and also help increase long term shareholder value. Our objective is to achieve long-term capital appreciation through investment in companies and other entities with significant assets, investments, production activities, trading or other business interests in China and throughout the worldwide, or/and which derive a significant part of their revenue from China and throughout the world.

China Power intends to seek financing for USD$200-400 millions via an Initial Public Offering (IPO) in 2010-2011 to fund its wind power, biomass energy and hydropower projects. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. There can be no assurance that we will be successful in obtaining financing & the business will be successfully developed.

Market Analysis

Wind Energy in China

Wind power is sustainable and clean energy. Compared with conventional energy, generating electricity from the wind does not need fuel; hence there is no risk of a fuel price rise. There are no environmental costs, such as carbon emissions, in the generation process. Wind power has the added advantage that it is widely available worldwide. In many countries wind power has become a major part of their plans for sustainable development. According to the Global Wind Energy Council, the wind industry has been expanding at an annual growth rate of 28% over the past ten years. Global cumulative installed capacity has reached 74GW and the level of annual investment about €18 billion. In 2006, wind power investment in China was RMB 16.27 billion yuan, accounting for 9% of the global total. If its growth rate is maintained, China could become the largest wind market in the world.

China is rich in wind resources. The technically exploitable resource is 1,000GW, distributed across the southeast coastal areas, adjacent islands, Inner Mongolia, Xinjiang, the Gansu Hexi Corridor, Huabei and the Qinghai-Tibetan Plateau. China has chosen wind power as an important alternative source in order to rebalance the energy mix, combat global warming and ensure energy security. Supportive measures have been introduced. In order to encourage technical innovation, market expansion and commercialization, development targets have been established for 2010 and 2020, concession projects offered and policies introduced to encourage domestic production. By the end of 2006, cumulative installed wind capacity had reached 2.6GW; the average annual growth rate over the past ten years has been 46%. Between 2004 and 2006, China's ranking in the world wind energy league moved up from the top 10 to the top 6, and the country is planning to host some of the biggest wind farms in the world. At the present growth rate, the 2010 target will be reached two years earlier. Wind power has not just contributed to supplying electricity but has lowered supply costs, reduced carbon emissions and helped to limit air pollution. The growing wind power market has encouraged domestic production of wind turbines. By the end of 2006 there were more than 40 companies involved in manufacture. Domestic products accounted for 41.3% of the annual market in 2006, an increase of ten percentage points. During the construction of more than 100 wind farms, a lot of experience and expertise has been gained in construction and operation. This is fundamental for the future development of wind power. Although grid-connected wind power is the current area of development in China, the off-grid market is the largest in the world, particularly for rural electrification.

China's Wind EnergyResource

Throughout China's vast land mass and long coastline there is a rich resource of wind energy with great development potential. In the late 1980s and during 2004-2005, the National Meteorological Bureau conducted the second and third general investigations of the resource, concluding that at 10 metres height above ground, the theoretically exploitable wind resource was 3,226GW and 4,350GW respectively, and the technically exploitable wind resource 253GW and 297GW. In addition, the United Nations Environment Programme (UNEP) organised an evaluation of the wind energy resource in China by using a data modeling method. This concluded that at 50m above ground level the technically exploitable wind energy resource would reach 1,400GW. In 2006, the National Climate Center also applied a data modeling method to assess the wind energy resource in China, concluding that at 10 m height above ground level, and without taking into account the Qinghai-Tibet Plateau, the technically exploitable wind energy resource is about 2,548GW. This is much larger than the outcome of the third general investigation. According to the results of the third general investigation, the technically exploitable land area (with a wind power intensity of over 150W/m2) is approximately 200,000km2. Taking a ratio of 3-5MW/km2, the resulting exploitable wind power capacity would be 600-1,000GW. According to the Report on Coastal Resources, there is a further 157,000 km2 of coastal areas round China where the water depth is 0-20m. In 2002, a National Plan on Ocean Usage was published, which designated areas suitable for shipping, fishing, entertainment and industrial uses. Taking this into account, if wind power can be realised at a density of 5MW/km2 over 10%-20% of the ocean area, then the installed capacity of offshore wind power could reach 100-200GW. In summary, there is a huge wind power potential in China, of around 700-1,200GW, which could play a significant role in the country’s future energy supply. The richest wind energy resources are distributed along the south-eastern coastal areas and its adjacent islands as well as in the north (north-east, north and north-west China). There are also some parts of inland China that are rich in wind resources, as well as off-shore.

Development of State- Grid-Connected Wind Farms

Grid-connected wind power started to develop in the 1980s, but grew rapidly during the 10th Five-year Plan, with total installed capacity increasing from 350MW in 2000 to 2,600MW in 2006. The average growth rate during this period was nearly 40%. In 2006 alone, the growth rate was 105%. The installed capacity of wind power in China enabled the country to move from No.10 in the world to No.6 by the end of 2006. There have been three stages in the development of grid-connected wind farms ： In the initial demonstration period (1986-1993), the main activity was to build small-scale demonstration wind farms by utilising grants from foreign donor countries and loans. Support from the government was mainly in terms of financial backing, such as investment in wind farm projects or in the development of wind turbines. In the industrialisation period (1994-2003), the former Ministry of Electric Power proposed a wind power industrialisation programme, including the early stages of wind farm construction, at a “National Wind Power Work Meeting” in 1993. The following year it was decided that the grid utility should facilitate the connection of wind farms to the nearest grid and all the electricity generated by wind farms should be purchased. The grid tariff would be calculated as the sum of power generation costs, loan payments and a reasonable profit. The difference between the wind electricity price and the average electricity price would be shared across the whole grid, with the power company responsible for purchase of the electricity. As the security of investors was guaranteed, development of wind farms started through loans. Later, the State Planning Commission laid down that the average electricity price for wind power should be calculated according to the operational period of the turbines and the loan payment period extended over 15 years. In addition, value-added tax was reduced by half to 8.5% for wind power projects. However, with the reform of the electricity supply system and its transformation into a competitive market, the wind power industry developed slowly due to its high cost and vague policy support. In the scaling-up and domestic production period (2003-2007), the National Development & Reform Commission aimed to commercialise the wind industry by initiating a wind power concession programme in 2003, since when it has been held annually. Under this the investors and developers of wind power projects are selected through bidding, with the aim to expand the rate of development and improve the manufacturing capacity of domestically made parts on the one hand, and to lower power generation costs and reduce electricity prices on the other. A Renewable Energy Law was introduced in 2006 which, together with other measures such as a pricing policy, obligation on grid companies to purchase renewable electricity, and cost distribution, has boosted the development of renewable energy in China. As a result the wind industry has move into a rapid growth phase.

Installed Capacity of Wind Power

By the end of 2006, the number of wind turbines installed in China amounted to 3,311 units, of which 366 were of 1MW capacity or above, accounting for 11% . With a total installed capacity of 2,600MW. There were 100 wind farms distributed across 16 provinces. Compared to the cumulative capacity of 1,260MW at the end of 2005, the growth rate in 2006 was 105% (see Figure The estimated output of grid-connected wind power in 2006 was 3,860GWh (calculated as the cumulative installed capacity at the end of the previous year plus 50% of the installed capacity of the current year and the average equivalent full load hours of 2,000), an increase of 2,200GWh ① in a single year. In 2006, without taking into account the regions of Hong Kong, Macao and Taiwan, there were 1,454 newly installed wind turbines with a capacity of 1,337MW in 2006, which is more than the total commissioned over the past 20 years. Among these, 263 were MW or larger capacity wind turbines, accounting for 18% of the new installations. Compared to the newly installed capacity of 503MW in 2005, the year-on-year growth rate reached 166% in 2006. Although the majority of turbines in China are still 600kW, 750kW and 850kW capacity, accounting for 80% of installed units and 75% of installed capacity, the trend in the future will be towards MW models. There were no major changes in the installed capacity distribution by province, but the gap between them was enlarged. The installed capacity in Inner Mongolia exceeded 500MW, accounting for one fifth of the total, followed by Hebei, Jilin, Liaoning, Guangdong and Xinjiang with installed capacities over 200MW. The number of provinces with over 100MW increased from 7 in 2005 to 11 in 2006. Heilongjiang, Shandong, Gansu and Jiangsu are among those with a cumulative installed capacity of 100MW. In terms of turbine manufacture, the market share for domestic manufacturers increased in 2006 to 45% (including joint ventures), among which Jinjiang Gold Wind had the biggest share, with 33% of the total newly installed capacity and 80% domestic output. Foreign manufacturers shared 55%, among which Vestas of Denmark, Gamesa of Spain and GE of the US took the biggest share, with

together 50% of the total newly installed capacity and over 90% of the foreign share.

China is on track to lead the global wind market in annual installations by 2011 with an estimated 10 GW per year, supported by strong political will, improving incentives, and vast natural and industrial resources • China’s wind development value chain is evolving with major state generators consolidating their presence, while IPPs and foreign entrants seize opportunities as project owners, operators, and technical consultants• Wind turbine and component manufacturers are stepping up to meet burgeoning demand, striking a balance between quality, cost, production capacity, and local content. Wind Entering China’s Power Mix: China’s electricity demand growth (9% to 10% annually) has created a capacity gap. While energy sector growth plans remain centered around coal, additional technologies are entering the mix Wind is evolving as one of China’s top four technology options for new capacity With coal-fired electricity prices rising, wind is becoming more costcompetitive. Wind is beginning to play a small but noticeable role in China’s energy mix

Biomass Renewable Energy in China

Renewable Power Producers are involved in generating electric power from renewable energy sources, such as hydropower (Water), wind energy and certain waste products such as biomass. The demand for renewable energy power in the world continues to grow and is largely driven by long-term trends towards stronger policies for environmental protection. The combustion of fossil fuels, such as coal, oil and natural gas emits greenhouse gases, and is acknowledged worldwide as a major cause of global warming. Environmental protection policies, combined with an increase in demand for electricity, limited supply and near all-time high energy commodity prices are enticing electricity producers and providers to diversify their mix of power generation to include a larger share of renewable power.

Biomass Renewable Energy: straw to energy. Straw is a source renewable energy. The carbon on the inside of straw can change to organic carbon through absorption of carbon dioxide (CO2) from the atmosphere during photosynthesis. Biomass, as an alternative and renewable energy source, is fully supported by the central government and local governments of China. Specifically, the development and construction of renewable energy projects are protected by The Renewable Energy Law, created on January 1, 2006 by the People Congress of China. The Chinese central government has set a series of tax exemption/deduction regulations to encourage the construction of renewable energy projects. The National Reform and Development Committee implement the purchase electricity price for renewable energy. It ensures that the standard purchase electricity price is 0.25 Yuan/kWh in addition to a local average grid connection price of 0.25-0.44 Yuan/kWh.

Hydropower Industry Overview

Renewable energy power producers are involved in the generation of electricity from renewable sources of energy including (i) water; (ii) wind; (iii) certain waste products, such as biomass (e.g., waste wood from forest products operations) and landfill gas; (iv) geothermal sources, such as heat or steam; and (v) the sun. Demand for renewable power sources in North America continues to grow and is largely driven by the long-term trend toward stronger policies for protecting the environment. The combustion of fossil fuels such as coal, oil, and natural gas to produce electricity emits greenhouse gases, and is acknowledged internationally as being a major contributor to global warming. These environmental concerns, combined with increases in electricity demand, low levels of growth in electricity supply, and near all-time high energy commodity prices, are enticing electricity providers to diversify their mix of power generation sources to include a larger share of renewable power. In the traditional market structure of the electricity industry, vertically-integrated monopoly utilities have (i) generated (production of electricity), (ii) transmitted (transport of electricity from generation facilities to transformer stations), and (iii) distributed electricity (transport from transformer stations to consumers). A number of factors, including rising electricity rates and fossil fuel prices, technological advances, and concerns about cost controls in funding future investments in generation and transmission have led several jurisdictions to restructure their electricity markets to move towards full competition or regulated competition. An integral part of the restructuring effort has been the introduction of new generation supply from third parties, or “independent power producers”, that are independent of government and differ from traditional vertically-integrated and regulated utilities. While traditional regulated utilities continue to dominate the North American electricity generation markets, it is recognized that independent power producers will play an increasingly important role in the supply of electricity needs in the future. In recent years, governmental authorities and other policymakers have increasingly recognized the benefits of power generated by independent power producers. The trend towards increased reliance on independent power producers for the supply of renewable power in North America is fuelled by a number of factors, including (i) the increase in government-sponsored incentives, (ii) the availability of long-term contracts for the purchase of renewable energy with highly creditworthy counterparties, allowing independent power producers to develop new projects in a low-risk environment with the expectation of long-term stable contractual cash flows, (iii) the implementation of non-discriminatory access to transmission systems, providing independent power producers access to regional electricity markets; and (iv) the efficiency of independent power producers.

China Hydropower Industry

The power industry of China has taken on a brand new look before the whole world. Meanwhile, its hydropower construction is stepping into a new developing age. Over the past few years, China has made great achievements in hydropower construction. The projects under construction are performing on an unprecedented scale. The large and medium hydropower generating units put into operation set a new world record in 2004. Many countries, including China, share an identical perception on hydropower development — giving priority to developing hydropower in an environmental-friendly and social-harmonious manner. China, which is currently in an era of rapid economic growth with steadily increasing demand for energy, has taken the development of hydro-energy resources as a key energy strategy for the protection of environment, reduction of greenhouse gas emission and saving of resources.

In 2006, China generated 2755.7 billion KWH of energy, a 13.67% increase compared with 2005, while the amount of energy generated from hydropower reached 378.3 billion KWH, a 3.5% increase compared to the prior year. The proportion of hydropower to all energy generated was 13.7% in 2006, a decrease of 1.5% from 2005. The pace of construction of hydropower stations appears to be slower in China than the pace of construction of other energy producing facilities. The total output of new energy generating facilities put into service in 2006 was 101,170 MW. The gross installed energy generating capacity at the end of 2006 reached 622,000 MW, an increase of 20.3% as compared to the prior year. As for the composition of power sources, the percentage of thermal power was 77.8 %, an increase of 2.1 percentage points; and the percentage of hydropower was 20.7 %, a decrease of 2.0 percentage points. This decrease was the result of China’s focus on short term improvements in the supply of energy during a time of electric power shortages. The average exploitation level of hydropower in developed countries is above 60%. Among the countries, the percentage of exploited hydroelectric resources is about 82% in the USA, 84% in Japan and 65% in Canada. Comparing with these countries, the hydroelectric development in China is still at a comparatively low level, and still has great development potential.

At present, the installed generation capacity of hydropower all over the world is about 800 million KW, which satisfies approximately 20% of the demand for global electricity. The development and utilization of hydro energy resource has made significant contributions to human civilization and social progress. China is relatively rich in hydro energy resource, of which the installed generation capacity available for exploitation exceeds 400 million KW, and the annual energy output is more than 1700 billion KW. As of 2003, the number of rivers that had the potential to generate at least 1,000 KW of hydro energy in China was 33,886. Moreover, these rivers have the potential of generating 6080 billion KWH of electricity each year, with an average output 694 million KW or 1/6 of the world’s electricity needs. Therefore, the development of the hydro power industry in China has great potential.

Our emphasis on the exploitation of resources in the western part of Southwest China is very rich in hydro power resource, and 68% of the total amount of hydro power resource available for exploitation is concentrated in this region, of which less than 10% of the available resources have been developed. The exploitation of hydro power in the Southwest may promote the development of related industries such as communications, cement, steel and electromechanical. The positive and steady implementation of the plan "Transport the Electricity from the West to the East" may optimize the power utilization structure in the eastern part of China and improve the regional ecological environment, while offering the electricity required by the development of the East.

In accordance with preliminary planning, by the year of 2020, the amount of installed hydro power capacity in China will reach 270 million KW, comprising 29% of all of China’s energy generating capacity, and the hydroelectric development level will reach 68%. The direct benefit of this hydropower production will be tantamount to saving 420 million tons of coal. Specifically, this increase in hydro power should result in a reduction of 1.17 billion tons of CO2, 7.5 million tons of sulfur dioxide and other kinds of harmful gas. Hydro power will play an important role in the reduction of global air pollution and greenhouse effects and help improve the environment. Hydropower construction may also lead to other benefits like flood prevention, irrigation and transportation, and at the same time promote economic growth and social development, while alleviating poverty. Therefore, the hydropower industry has a great long-term potential and is endorsed by a number of institutional investors.

The year 2006 marked the beginning of China's 11th Five-Year Plan. In the first three quarters, thanks to sound fiscal and monetary policies, the national economy continued to head for the anticipated direction, achieving fast growth and providing reasonable assurance for the healthy development of the hydropower industry.

For the first three quarters of 2006, power generation totaled 2011.1 billion kWh, a rise of 12.9% increase from the prior year. The power generation growth rate dropped 0.5 of a percentage point from the prior year, largely due to a slowdown of hydropower generation. For the first three quarters of 2006, hydropower generation rose 6.4% from the prior year, though the growth rate decreased 14.6 percentage points from the previous year. In contrast, electricity from coal-fired power climbed 14.5% from 2005, an increase of 2.3 percentage points.

Due to enhanced power supply capacity, the power shortage in China was eased significantly. During peak seasons, the maximum power shortage was approximately 13 million kW, less than half of the power shortage in 2005, while the number of blackouts decreased 91.3% over the same period.

Hydropower Development and Current Situation in China

China is bestowed with a lot of rivers which, combined with the geographic and climate conditions, provide an abundant water energy source. Based on comprehensive investigation and assessment, the theoretical reserve of water resource in China is 688GW, with a possible annual power generation capacity of 5920 billion kWh. From latest overall economic, technical and environmental assessment and screening, water resources that can be developed and utilized for hydropower is 448GW. These water resources have the potential to produce 2470 billion kWh of energy each year, which is equivalent to that produced by the combustion of about 0.9 billion tons of coal. China has the most sources of water energy in the world, which is an important and precious resource for the economic development in China.

Although China built its first hydropower station in 1912 (at Shilong Dam in Yunnan Province, with an installed capacity of 500kW), the actual development and utilization of hydropower started in the later half of the twentieth century due to the delay of the industrialization process. After more than 50 years of construction, the hydropower installed capacity of China reached 92.17GW in 2003, making up 24% of the total electric power output, generating 283 billion kWh of energy each year which accounted for about 14.8% of China’s total energy output. It can be seen from the reserves of water energy that the development level of China in hydropower is far behind those countries with relatively rich water resources. Tables 1 and 2 show respectively the development status of different nations in the world and the development course of China in hydropower industry.

Table 1 Development status of different nations in the world

Nation	Total reserve developable (GW)		Developed capacity (GW)	Development ratio (%)		Year of data
China		448	100		22.3	2004
USA		194.30	84.15		43.3	1986
Canada		152.90	65.67		42.9	1997
Brazil		213.00	54.51		25.6	1997
Russia		269.00	62.14		23.1	1986
India		84.00	22.01		26.2	1997
Japan		35.15	33.39		95.0	1986
France		22.80	21.00		92.1	1986
Norway		38.00	26.00		68.4	1997
Italy		19.20	17.86		93.0	1986
Spain		29.22	18.00		61.6	1997

Note: The data in 1986 come from “China River Hydropower Planning in the 20th Century” and the data in 1997 from “International Water Power and Dam Construction” in 1999.

Table 2 History and future prediction of hydropower development in China

Year	Installed capacity of hydropower (GW)		Year	Installed capacity of hydropower (GW)
1912		0.0005	1988	32.698
1949		0.163	1991	37.884
1955		0.498	1996	52.184
1960		1.941	1999	72.97
1965		3.02	2000	77.085
1970		6.235	2003	92.17
1975		13.428	2004	100.00 (predicted)
1978		17.277	2010	147.35 (predicted)
1980		20.318	2020	257.86 (predicted)
1985		26.415

Of the installed capacity of 100GW that has been developed in China, more than 28GW is contributed by about 40,000 small hydropower stations with an installation capacity below 50MW each, accounting for 33% of China’s total hydropower capacity. There are many small hydropower resources, which can play an active and effective role in power supply to the rural and remote mountainous regions that power grids can hardly cover, and are also favorable to environmental protection by replacing coal-fired energy. Small hydropower stations can be invested in a decentralized way with most investors being individuals and collective groups. Thus, the advantages of easy financing, relatively less-sophisticated technology and equipment and short construction periods make small hydropower an important renewable energy source that should not be neglected. As a result, the Chinese government has listed small hydropower stations among the renewable energy sources supported by preferential policies.

The medium and large-sized hydropower stations with installation capacities above 50MW constitute the largest source of hydropower in China. Through more than 50 years construction and development, over 230 stations of such scale have been set up, among which 25 stations are above 1000MW and 40 are above 500MW. These medium- and large- sized stations demonstrate that China has the capability to build all types of hydropower stations, and have laid down a sound basis in professional personnel and teams specialized in survey, scientific researches, design and construction, as well as in specifications and standards, organizational structure and technologies. The successful construction of the Yangtze Three Gorges Hydropower Station demonstrates that China’s ability as a world leader in developing very large stations. As such, we believe that investing in China’s hydropower industry has significant potential.

China Minerals Holdings, Inc.

China Mineral Holdings is a development stage mining company with the aim of establishing, expanding, and diversifying it presence in the mining resource industry in China and throughout the world, in its precious and rare metals resource and properties by securing mining licenses for production and through strong joint venture partners in China. China Mineral Holdings intends to establish the production of high-margin rare metals (Vanadium (V2O5), Molybdenum (Mo), Uranium (U)) and to increase its mineral resource inventory and mining life though exploration, production and the development of multi-commodity project pipe lines. Furthermore, China Mineral Holdings’ mining projects and prospects will be based on rigorous economic evaluation and will subsequently be advanced though joint-ventures.

Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. There can be no assurance that we will be successful in obtaining financing and that this line of business will be successfully developed.

China Health Holdings, Inc.

www.chinahealthholding.com

China Health is a development stage company with the goal of becoming a leading developer, manufacturer, marketer and distributor of pharmaceutical drugs and dietary supplements in China and throughout the world. China Health Holdings' main objective is to partner with CHINA -SFDA approved drug producers, GMP certified manufacturing facilities, research and development centers and universities in China. China Health's goals for 2009 -2013 include the profitable penetration of the Chinese pharmaceutical industry through mergers and acquisitions with leading pharmaceutical companies in China. Specifically, China Health’s strategy is to leverage synergies, integrate drug pipelines and distribution channels, and management expertise between pending pharmaceutical acquisitions.

China Holdings, will via China Health Holdings, Inc. continues its Merger & Acquisition and Transactions and development in pharmaceutical projects in 2009-2013 upon China-SFDA firm its revolutionize its drug policies. China Holdings has agreed an authorized to its wholly-owned subsidiary: China Health to take over its all pharmaceutical projects and TCM-Based Medicinal Projects developed in the past to complete and development further. Our goals for 2009-2013 include the profitable penetration of the Chinese pharmaceutical industry by merger and acquisition (M&A) leading pharmaceutical companies in China via/under our wholly-owned subsidiary: China Health Holdings, Inc. Our strategy is to leverage synergies, integrate drug pipelines and distribution channels, and management expertise between pending pharmaceutical acquisitions.

China Health Holdings, Inc.

Pharmaceuticals Acquisitions & Development

We have agreed to sign off all the acquisitions agreements to our wholly owned subsidiary: China Health Holdings, Inc. Due to China-SFDA’s Pharmaceutical Drugs Policies Revolutionary Development and Drugs Policies’ amendment in early 2007, China Health Holdings will continue its efforts and development on the Acquisition and Mergers and Transactions in 2009 - 2013. Further pharmaceutical acquisitions and transactions are subject to the Company completing certain due diligence requirements and obtaining financing from third parties. As of December 31, 2008, the transactions have not closed. Management has not determined if it can complete these transactions. Management believes that they have no liabilities with regards to the transactions if the acquisitions can not be completed.

Employees

None of our employees are covered by a collective bargaining agreement. We consider relations with our employees to be good. In order for us to attract and retain quality personnel, we anticipate we will have to offer competitive salaries to future employees. We anticipate that it may become desirable to add additional full and or part time employees to discharge certain critical functions during the next 12 months. This projected increase in personnel is dependent upon our ability to generate revenues and obtain sources of financing. There is no guarantee that we will be successful in raising the funds required or generating revenues sufficient to fund the projected increase in the number of employees. As we continue to expand, we will incur additional cost for personnel.

Intellectual Property

Our success depends in part on our ability to protect our intellectual property. To protect our proprietary rights, we rely generally on copyright, trademark and trade secret laws, confidentiality agreements with employees and third parties, and agreements with consultants, vendors and customers, although we have not signed such agreements in every case. Despite such protections, a third party could, without authorization, copy or otherwise obtain and use our intellectual property. We can give no assurance that our agreements with employees, consultants and others who participate in development activities will not be breached, or that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or independently developed by competitors.

We may pursue the registration of certain of our trademarks and service marks in the United States, although we have not secured registration of all our marks. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States, and effective copyright, trademark and trade secret protection may not be available in such jurisdictions. In general, there can be no assurance that our efforts to protect our intellectual property rights through copyright, trademark and trade secret laws will be effective to prevent misappropriation of our content. Our failure or inability to protect our proprietary rights could materially adversely affect our business financial condition and results of operations.

We have also obtained the legal/ownership rights to the Internet Domains: www.chinaholding.net and www.chinapower.us, and www.chinahealthholding.com . We do not expect to lose the ability to use these Internet Domains; however, there can be no assurance in this regard and the loss of either of these Internet Domains could materially adversely affect our business financial condition and results of operations.

Item 2. Description of Property.

Our principal executive offices are located at 101 Convention Center Drive, Suite 700, Las Vegas, NV 89109-2001 USA, our China office from 2007 to December 31, 2008 is located at 8E - C2, Global Trade mansion, No.9, A, Guanghua Road, Chaoyang District, Beijing PR China 100020. Our Corporate Mailing Address is #601 – 110 Dai-You-Bei-Li, HaiDian District, Beijing 100091. Our telephone number is : 1-778-995-0789 in North America and 86-10-6280-9561 in China.

Item 3. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, before or by any court, public board/organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year 2008 covered by this report.

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.

Commencing April 18, 2005 through March 30, 2009, our common stock trades on the Over the Counter Bulletin Board (“OTCBB”) under the symbol “ CHHH .” and since May 11, 2007 our trading symbol has been CHHL on the Over the Counter Bulletin Board (“OTCBB”). Prior to April 18, 2005, there was no active market for our common stock. The following table sets forth the high and low bid prices for our common stock for the periods indicated, as reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. 　

Trading in our common stock has been limited and sporadic. The following table shows the range of high and low bid quotations reported by the OTCBB from First Quarter 2007 to the Fourth Quarter, 2008.

	High		Low
Fiscal Year 2008
First Quarter	$	0.01	$	0.008
Second Quarter	$	0.01	$	0.008
Thirds Quarter	$	0.01	$	0.008
Fourth Quarter	$	0.01	$	0.008
Fiscal Year 2007
First Quarter	$	0.185	$	0.043
Second Quarter	$	0.06	$	0.03
Third Quarter	$	0.046	$	0.022
Fourth Quarter	$	0.12	$	0.025

The last reported sales price of our common stock on the OTC Bulletin Board on April10,, 2009 was $0.015 per share. As of April10,, 2009, there were approximately 145 holders of record of our common stock and one holder of record of our Series “A” Preferred Stock.

Holders

As of March 31, 2009, the Company had a total of 186,600,000 outstanding shares of Common Stock , and 1,250,000 shares of Series “A” Preferred Stock, and 77,173,669 outstanding and issued of Common Stock Option, and 69,900,000 outstanding and issued of Common Stock Warrants. There are approximately 145stockholders of record of our common stock and 1 holder of our Series “A” Preferred Stock.

Dividends

On February 28, 2006, our Board of Directors declared a 25% stock dividend. Each shareholder of record at the close of business on February 28, 2006 received one share for every four shares held. The dividend was paid on March 17, 2006.

Our proposed operations are capital intensive and we will require working capital. Therefore, we will be required to reinvest any future earnings in its operations. Our Board of Directors has no present intention of declaring any cash dividends, as we expect to re-invest all profits in the business for additional working capital for continuity and growth. Any future determination to pay dividends on our common stock will depend upon our results of operations, financial condition and capital requirements, applicable restrictions under any contractual arrangements and such other factors deemed relevant by the our Board of Directors. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

(1) we would not be able to pay our debts as they become due in the usual course of business; or

(2) our total assets would be less that the sum of our total liabilities.

Capital Structure

Our authorized capital stock consists of 2,020,000,000 shares of capital stock, par value $.001 per share, of which 2,000,000,000 shares are common stock and 20,000,000 shares are preferred stock that may be issued in one or more series at the discretion of the Board of Directors.

On February 22, 2008, the Company filed a Certificate of Amendment to Articles of Incorporation (the “Certificate of Amendment”) with the Nevada Secretary of State to increase the number of authorized shares of common stock of the Company, par value $.001 per share, from three hundred million (300,000,000) to two billion (2,000,000,000) shares.

Common Stock

The holders of common stock are entitled to one vote for each share held of record on all matters to be voted on by the stockholders. The holders of common stock are entitled to receive dividends ratably, when, as and if declared by the Board of Directors, out of funds legally available therefore. In the event of a liquidation, dissolution or winding-up of the Registrant, the holders of common stock are entitled to share equally and ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock.

The holders of shares of common stock, as such, have no conversion, preemptive, or other subscription rights and there are no redemption provisions applicable to the common stock. All of the outstanding shares of common stock are validly issued, fully paid and non-assessable.

Preferred Stock

Shares of preferred stock may be issued from time to time in one or more series as may from time to time be determined by our Board of Directors. Our Board of Directors has authority, without action by the stockholders, to determine the voting rights, preferences as to dividends and liquidation, conversion rights and any other rights of such series. Any preferred shares, if and when issued in the discretion of the Board of Directors, may carry voting, conversion or other rights superior to those of the shares of common stock and may adversely affect the voting power and rights of the common stockholders.

On February 21, 2006, we filed a Certificate of Designation, Powers Preferences and Rights of Series “A” Preferred Stock with the state of Nevada, which was amended on June 19, 2006 which authorizes the issuance of up to 2,500,000 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 our 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 our shareholders of 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.

Beginning two years from the date of issuance of the Series A Preferred Stock, each one share of Series A Preferred Stock is convertible, at the option of the holder, into two shares of our common stock. However, holders cannot convert any share of Series A Preferred Stock if the market price of our common stock is below $1.00 per share. Notwithstanding the limitation on any conversions of the Series A Preferred Stock when our Common Stock is below $1.00 per share, if prior to two years from the date of issuance, there is a sale or other disposition of all or substantially all of our assets, a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or upon a consolidation, merger or other business combination where we are not the survivor, then immediately prior to such event each holder of Series A Preferred Stock may convert any or all of such holder's shares of Series A Preferred Stock into common stock as described above. The Certificate of Designation also provides that the holders of Series A Preferred Stock shall be entitled to any distribution by us of our assets, which would have been payable to the holders of the Series A Preferred Stock with respect to the shares of Common Stock issuable upon conversion had such holders been the holders of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution. To date there are 1,250,000 shares of Series “A” Preferred Stock outstanding.

Securities Authorized for Issuance Under Equity Compensation Plan s

The following table shows information with respect to each equity compensation plan under which the Company's common stock is authorized for issuance as of the fiscal year ended December 31, 2008.

EQUITY COMPENSATION PLAN INFORMATION

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
	(a)		(b)	(c)
Equity compensation plans approved by security holders		-0-	-0-		-0-

Equity compensation plans not approved by security holders		-0-	-0-		-0-

Total		-0-	-0-		-0-

Our Board of Directors adopted the China Health Holding, Inc. 2005 Incentive Stock Plan (the “Plan”). We filed with the SEC, a registration statement on Form S-8 Registration Statement, as amended to register up to 9,000,000 shares of Common Stock underlying options issuable pursuant to the Stock Plan. To date no options have been issued pursuant to the Plan.

Description of the China Health Holding, Inc. 2005 Incentive Stock Plan, as amended

The 2005 Incentive Stock Plan has reserved 9,000,000 shares of common Stock for issuance. Under the 2005 Incentive Stock Plan, options may be granted which are intended to qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not ("Non-ISOs") intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded.

Purpose

The primary purpose of the 2005 Incentive Stock Plan is to attract and retain the best available personnel in order to promote the success of our business and to facilitate the ownership of our stock by employees and others who provide services to us.

Administration

The 2005 Incentive Stock Plan is administered by our Board of Directors, as the Board of Directors may be composed from time to time. Notwithstanding the foregoing, the Board of Directors may at any time, or from time to time, appoint a committee of the Board of Directors, and delegate to the committee the authority of the Board of Directors to administer the 2005 Incentive Stock Plan. Upon such appointment and delegation, the committee shall have all the powers, privileges and duties of the Board of Directors, and shall be substituted for the Board of Directors, in the administration of the 2005 Incentive Stock Plan, subject to certain limitations.

Eligibility

Under the 2005 Stock Incentive Plan, options may be granted to key employees, officers, directors or consultants of the Company, as provided in the 2005 Stock Incentive Plan.

Terms of Options

The term of each option granted under the 2005 Incentive Stock Plan shall be contained in a stock option agreement between the optionee and China Health Holdings, Inc. and such terms shall be determined by the Board of Directors consistent with the provisions of the 2005 Stock Incentive Plan, including the following:

(a) Purchase Price. The purchase price of the common stock subject to each incentive stock option shall not be less than the fair market value (as set forth in the 2005 Incentive Stock Plan), or in the case of the grant of an incentive stock option to a principal stockholder, not less that 110% of fair market value of such common stock at the time such option is granted. The purchase price of the common stock subject to each non-incentive stock option shall be determined at the time such option is granted, but in no case less than 85% of the fair market value of such common stock at the time such option is granted.

(b) Vesting. The dates on which each option (or portion thereof) shall be exercisable and the conditions precedent to such exercise, if any, shall be fixed by the Board of Directors, in its discretion, at the time such option is granted. All options or grants which include a vesting schedule will vest in their entirety upon a change of control transaction as described in the 2005 Incentive Stock Plan

(c) Expiration. The expiration of each option shall be fixed by the Board of Directors, in its discretion, at the time such option is granted; however, unless otherwise determined by the Board of Directors at the time such option is granted, an option shall be exercisable for ten years after the date on which it was granted, or five years for grants to certain executive officers. Each option shall be subject to earlier termination or repurchase as expressly provided in the 2005 Incentive Stock Plan or as determined by the Board of Directors, in its discretion, at the time such option is granted.

(d) Transferability. No option shall be transferable, except by will or the laws of descent and distribution, and any option may be exercised during the lifetime of the optionee only by such optionee. No option granted under the 2005 Incentive Stock Plan shall be subject to execution, attachment or other process.

(e) Option Adjustments. The aggregate number and class of shares as to which options may be granted under the 2005 Incentive Stock Plan, the number and class shares covered by each outstanding option and the exercise price per share thereof (but not the total price), and all such options, shall each be proportionately adjusted for any increase decrease in the number of issued common stock resulting from split-up spin-off or consolidation of shares or any like Capital adjustment or the payment of any stock dividend.

(f) Termination, Modification and Amendment. The 2005 Incentive Stock Plan (but not options previously granted under the plan) shall terminate ten years from the date of its adoption by the Board of Directors, and no option or shares shall be granted after termination of the 2005 Incentive Stock Plan. Subject to certain restrictions, the 2005 Incentive Stock Plan may at any time be terminated and from time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of the capital stock of the China Health Holding, Inc. present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Nevada.

Recent Sales of Unregistered Securities

Year Ended December 31, 2008:

As of December 31, 2008, the Company had a total of 186,600,000 outstanding shares of Common Stock , and 1,250,000 shares of Series “A” Preferred Stock, and 77,173,669 outstanding and issued of Common Stock Option, and 69,900,000 outstanding and issued of Common Stock Warrants.

During the period ended December 31, 2008, the Company issued a total of 5,992,940 common shares for services at an average of $0.03 per share for a total consideration of $179,041.

On January 23, 2008, the Company issued 4,000,000 shares of common stock with a fair value of $.03 per share for consulting services; $120,000 is included in consulting services for 2008.

On February 12, 2008 the Company issued 400,000 shares of common stock with a fair value of $.04 per share for consulting services. The shares were issued in the amounts of 200,000 equally to two individuals, one of which was a director of the Company; $16,000 is included in consulting services for 2008.

On April 28, 2008, the Company reinstated 875,000 shares of common stock with a fair value of $.04 per share, which were previously cancelled on December 31, 2006; $35,000 is included in investor relation services for 2008.

On April 28, 2008, the Company issued 717,940 shares of common stock with a fair value of $.011 per share for office rent; $8,041 is included in rent expense for 2008.

Year Ended December 31, 2007:

At various times during the year ended December 31, 2007 the Company issued 35,376,400 shares of common stock for services rendered at an aggregate market value of $0.045 per share for a total value of $1,614,537.

At various times during the year ended December 31, 2007 the Company issued 20,200,000 shares of common stock for acquisition deposits at an aggregate market value of $0.07 per share for a total value of $1,415,000. All these acquisition deposits have been expensed as of December 31, 2007 as the Company is unable to determine if any of these acquisitions can be consummated.

At various times during the year ended December 31, 2007 the Company issued 5,400,000 shares of common stock for settlement of debt with an aggregate market value of $0.059 per share for a total value of $320,000. The Company recorded a gain on settlement of debt in the amount of $14,400.

At various times during the year ended December 31, 2007 the Company issued 13,380,000 shares of common stock to cover loss for financing with an aggregate market value of $0.024 per share for a total value of $326,360.

On November 1, 2007 the Company sold 1,000,000 shares of common stock to purchase via PP/144 rules at $0.050 per share for a total value of $50,000.

STOCK OPTIONS AND STOCK WARRANTS

STOCK OPTIONS

The Company periodically grants stock options to provide incentive to employees, officers, and consultants, with resolution and approval from the Board of Directors. All issuances vest immediately and have varying expiration timelines. As at December 31, 2008 and 2007, there were 77,173,669 and 10,351,422 of the outstanding options which were exercisable, respectively. To calculate the stock-based compensation under SFAS 123R, the Company used the Black-Scholes pricing model. The Company’s determination of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, risk-free interest rate, and the expected life of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The expected volatility, holding period, and forfeitures of options are based on historical experience In 2008 the Company granted 70,322,247 options (2007 – nil) to employees and consultants that were accounted for pursuant to SFAS No. 123(R) and 123. The weighted-average fair value per stock option granted in 2008 was $0.017 (2007 – $nil). The fair value of the options granted in 2008 was recorded at $1,215,729 using a Black-Scholes model with the following weighted average assumptions: no dividend yield, expected volatility of 284%, risk-free interest rate of 4.85% and an expected life of 8.45 years.

The following table summarizes all stock options granted, exercised and expired in the years ended December 31, 2007 and 2008:

	Shares underlying Options			Weighted Average Exercise Price
Outstanding as of December 31, 2007		10,351,422			$	0.17
Granted		-				-
Exercised		-				-
Expired or cancelled		-				-
Outstanding as of December 31, 2006		10,351,422			$	0.17
Granted		70,322,247				0.02
Exercised		-				-
Expired or cancelled		(3,500,000	)			0.18
Outstanding as of December 31, 2008		77,173,669			$	0.03

The following table summarizes information concerning currently outstanding stock options as at December 31, 2008.

Exercise Price		Options Outstanding December 31, 2008		Weighted Average Remaining Life in Years		Options Exercisable at December 31, 2008
$	0.100		2,500,000		0.42		2,500,000
$	0.100		251,422		0.46		251,422
$	0.300		600,000		0.46		600,000
$	0.200		2,500,000		2.00		2,500,000
$	0.200		1,000,000		0.10		1,000,000
$	0.100		3,000,000		0.00		3,000,000
$	0.500		3,000,000		0.92		3,000,000
$	0.100		3,000,000		1.43		3,000,000
$	0.029		16,000,000		9.42		16,000,000
$	0.025		9,000,000		9.47		9,000,000
$	0.100		1,000,000		0.74		1,000,000
$	0.200		1,000,000		1.74		1,000,000
$	0.500		1,000,000		1.74		1,000,000
$	0.100		322,247		1.74		322,247
$	0.011		33,000,000		9.74		33,000,000

$	0.030		77,173,669		7.46		77,173,669

A summary of the 70,322, 247 stock options granted during the year ended December 31, 2008 are listed below:

On May 29, 2008 the Company granted 3,000,000 stock options to an investor relations firm with an exercise price of $0.10 per share which expires January 1, 2009.

On May 29, 2008 the Company granted 3,000,000 stock options to an investor relations firm with an exercise price of $0.50 per share which expires December 1, 2009.

On June 2, 2008 the Company granted 6,000,000 stock options to a director of the Company with an exercise price of $0.029 per share for a period of ten years.

On June 2, 2008 the Company granted 10,000,000 stock options to a director of the Company with an exercise price of $0.029 per share for a period of ten years.

On June 5, 2008 the Company granted 2,000,000 stock options to a management consultant to the Company with an exercise price of $0.10 per share for a period of two years.

On June 5, 2008 the Company granted 1,000,000 stock options to a management consultant of the Company with an exercise price of $0.10 per share for a period of two years.

On June 20, 2008 the Company granted 6,000,000 stock options to a director of the Company with an exercise price of $0.025 per share for a period of ten years.

On June 20, 2008 the Company granted 3,000,000 stock options to a consultant of the Company with an exercise price of $0.025 per share for a period of ten years.

On September 26, 2008 the Company granted 3,000,000 stock options to an investor relations consultant of the Company. The options are segregated in three equal denominations of 1,000,000, and three separate exercise prices of $0.10, $0.20 and $0.50 with respective expiry terms of one year, two years and two years accordingly.

On September 26, 2008 the Company granted 322,247 stock options to an IT consultant of the Company with an exercise price of $0.10 per share for a period of two years.

On September 26, 2008 the Company granted 10,000,000 stock options to an energy consultant of the Company with an exercise price of $0.0112 per share for a period of ten years.

On September 26, 2008 the Company granted 17,000,000 stock options to a director of the Company with an exercise price of $0.0112 per share for a period of ten years.

On September 26, 2008 the Company granted 6,000,000 stock options to a director of the Company with an exercise price of $0.0112 per share for a period of ten years.

STOCK WARRANTS

The Company periodically grants warrants to non-employees for various services and remuneration arrangements, with resolution and approval from the Board of Directors. All issuances vest immediately and have varying expiration timelines. As at December 31, 2008 and 2007, there were 69,900,000 and 74,650,000 of the outstanding warrants which were exercisable, respectively. To calculate the stock-based compensation under SFAS 123R, the Company used the Black-Scholes pricing model. The Company’s determination of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, risk-free interest rate, and the expected life of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The expected volatility, holding period, and forfeitures of options are based on historical experience. In 2008 the Company granted nil options (2007 – 45,000,000) to consultants that were accounted for pursuant to SFAS No. 123(R) and 123. The weighted-average fair value per warrant issued in 2007 were $0.064 (2008 – $nil). The fair value of the warrants granted in 2007 was recorded at $2,873,277 using a Black-Scholes model with the following weighted average assumptions: no dividend yield, expected volatility of 301%, risk-free interest rate of 4.85% and an expected life of 5 years.

The following table summarizes all warrants granted, exercised and expired in the years ended December 31, 2007 and 2008:

	Shares underlying Warrants			Weighted Average Exercise Price
Outstanding as of December 31, 2007		31,750,000		$	0.15
Granted		45,000,000			0.21
Exercised		-			-
Expired or cancelled		(2,100,000	)		0.15
Outstanding as of December 31, 2006	$	74,650,000		$	0.19
Granted		-			-

Exercised		-			-
Expired or cancelled		(4,750,000	)		0.18
Outstanding as of December 31, 2008	$	69,900,000		$	0.19

The following table summarizes information concerning currently outstanding warrants as at December 31, 2008.

Exercise Price		Warrants Outstanding December 31, 2008		Weighted Average Remaining Life in Years		Warrants Exercisable at December 31, 2008
$	0.10		20,000,000		2.81		20,000,000
$	0.20		37,900,000		4.78		37,900,000
$	0.15		6,000,000		3.17		6,000,000
$	0.30		1,000,000		0.83		1,000,000
$	0.50		5,000,000		3.84		5,000,000

$	-		69,900,000		3.95		69,900,000

All of the foregoing issuances were exempt from registration under Section 4(2) of the Securities Act and/or Regulation S, promulgated pursuant to the Securities Act. None of the purchasers who received shares under Regulation S are U.S. persons as defined in Rule 902(k) of Regulation S, and no sales efforts were conducted in the U.S., in accordance with Rule 903(c). Such purchasers acknowledged that the securities purchased must come to rest outside the U.S., and the certificates contain a legend restricting the sale of such securities until the Regulation S holding period is satisfied.

Item 6. Management's Discussion and Analysis or Plan of Operation.

Forward-Looking Statements

The information in this report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about them so long as they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from management's expectations.

Background

China Holdings, Inc.

www.chinaholding.net

China Holdings Inc. (the "Company"), founded by our Chairwoman and Chief Executive Officer, Julianna Lu, was incorporated in the state of Nevada in the United States of America on April 3, 2002 as AE&E Pharma Corporation. The Company changed its name on May 25, 2004, to China Health Holding, Inc. On April 18, 2005, our common stock was approved for quotation on the OTC Bulletin Board under the symbol "CHHH." On May 1, 2007, the Company changed its name to China Holdings, Inc. The Company's common stock trades on the US over-the-counter bulletin board under the symbol "CHHL”. And The Company's new CUSIP number is 16942B 102. The Company's web site is www.chinaholding.net .

The Company has three wholly-owned subsidiaries: (i) China Power, Inc., (ii) China Minerals Holdings, Inc., and (iii) China Health Holdings, Inc.

On May 1, 2007, our wholly owned subsidiary, China Health World Pharmaceutical Corporation, amended its Articles of Incorporation to change its name to China Health Holdings, Inc and on May 9, 2007, our wholly owned subsidiary China Health World Trade Corporation amended its Articles of Incorporation to change its name to China Power, Inc. On January 7, 2008, the Company incorporated 3rd subsidiary: China Minerals Holdings, Inc. under Nevada State Laws.

Subsidiaries

Operations and Plans

China Power, Inc.

www.chinapower.us

China Minerals Holdings, Inc.

China Health Holdings, Inc.

www.chinahealthholding.com

RESULTS OF OPERATIONS

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

We had a net loss of $7,604,072 for the year ended December 31, 2007 as compared to a net loss of $ 3,197,076 for the year ended December 31 2006. The net loss for the year ended December 31, 2007 consisted primarily of $1,415,000 of Acquisition Payments, $1,259,294 of consulting fees, $ 1,159,288 of management fees, $ 244,629 of professional fees, $ 102,805 of interest and bank charges, $ 28,310 in rent, $ 13,888 of travel expenses, $16,338 of office expenses, $ 162,194 of investor relations, $3,448 in depreciation expenses, $ 45,438 of advertising and promotional expenses, and $5,258 of vehicle expenses. The increase in net loss for the year ended December 31, 2007 was the result of the increase acquisition payments of $ 0 for the year ended December 31, 2006 as compared to $1,415,000 in 2007. the increase consulting fees of $ 1,018,937 for the year ended December 31, 2006 as compared to $ $1,259,294 in 2007. the increase management fees of $ 1,004,948for the year ended December 31, 2006 as compared to $ 1,159,288 in 2007.

Other Income (Expenses) was -$3,148,183 for the year ended December 31, 2007 as compared to -$582,567 for the year ended December 31, 2006. The decrease is attributed primarily to a gain on settlement of debts through issuance of stock of $14,400 and stock based compensation of $3,166,637 for the year ended December 31, 2007 compared to a loss of $167,156 on settlements of debt and $762,865 for compensation of Stock for the year ended December 31, 2006.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2007, we had cash of $9,958. Our current liabilities as of December 31, 2007 aggregated $1,344,042. As of December 31, 2007, we had a working capital deficiency of $1,315,737 and an accumulated deficit of $16,797,449. To date, our operations have been funded through advances from our Chief Executive Officer, Julianna Lu and through issuances of shares of our common stock.

As of December 31, 2007, we had outstanding loans to our CEO, Julianna Lu, in the amount of $ 973,719, Vice President, XiaoFei Yu, in the amount of $ 297,484, Compare to December 31, 2006, we had outstanding loans to our CEO, Julianna Lu, in the amount of $700,184, Vice President, XiaoFei Yu, in the amount of $144,859 and to James Simpson, one of the Company's consultant, in the amount of $30,123. The amounts outstanding loan were $2,085,508 as at December 31 2008 (2007 - $1,271,932) which are due to Julianna Lu, the Company’s CEO/Founder/Chairwoman for a total of $1,630,489 (2007 - $974,447) and also due to Xiaofei Yu, the Company’s Vice Chairman for or a total of $455,018 ($297,484). Accrued interest expense to directors and shareholders for the Years ended December 31, 2008 and 2007 was $171,311 and $102,032, respectively. There are no formal agreements for when repayment of the loans must be made. The loans accrue interest at the rate of 10% per annum.

While we have raised capital to meet our working capital and financing needs in the past, additional financing is required within the next 12 months in order to meet our current and projected cash flow deficits from operations and development. We have sufficient funds to conduct our operations for several months, but not for 12 months or more. Further, in order to expand our business, fund future development and begin marketing and selling our three products lines and pursue our acquisition strategy, we will need to raise at least $25 million over the next twelve to twenty-four months. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

By adjusting our operations and development to the level of capitalization, we believe we have sufficient capital resources to meet projected cash flow deficits. However, if during that period or thereafter, we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations liquidity and financial condition.

Our registered independent certified public accountants have stated in their report that we have incurred operating losses in the last two years, and that we are dependent upon management's ability to develop profitable operations. These factors among others may raise substantial doubt about our ability to continue as a going concern.

We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our brief history and historical operating losses, our operations have not been a source of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. We intend to pursue the building of a re-seller network outside the United States, and if successful, the re-seller agreements would constitute a source of liquidity and capital over time. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding and execution of re-seller agreements outside the Unites States.

We will still need additional investments in order to continue operations to cash flow break even. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and the downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

These conditions raise substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies and Estimates

We have identified one policy area as critical to the understanding of our consolidated financial statements. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. In particular, management makes estimates concerning the valuation of stock based transactions. Stock based transactions include issuance of stock for services and for intangible assets such as technologies or licenses. Stock based transactions also include issuance of stock options and warrants for services and intangibles.

We suggest that our significant accounting policies, as described in our consolidated financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's discussion and Analysis of Financial Condition and Results of Operations.

SFAS No. 159. In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company's financial condition or results of operations.

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109”. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

Recently Issued Accounting Pronouncements

* In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The provisions of this statement are to be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied, with any transition adjustment recognized as a cumulative-effect adjustment to the opening balance of retained earnings. The provisions of SFAS 157 are effective for the fiscal years beginning after November 15, 2007. Therefore, the Company anticipates adopting this standard as of January 1, 2008. Management has not determined the effect, if any, the adoption of this statement will have on the Company’s financial condition or results of operations.

* In September 2006, the FASB issued Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”), an amendment of FASB Statements No. 87, 88, 106 and 132(R). SFAS No. 158 requires (a) recognition of the funded status (measured as the difference between the fair value of the plan assets and the benefit obligation) of a benefit plan as an asset or liability in the employer’s statement of financial position, (b) measurement of the funded status as of the employer’s fiscal year-end with limited exceptions, and (c) recognition of changes in the funded status in the year in which the changes occur through comprehensive income. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2006. The requirement to measure the plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. This Statement has no current applicability to the Company’s financial statements. Management does not expect the adoption of SFAS No. 158 to have a material impact on the Company’s future financial position, results of operations, or cash flows.

* In February 2007, the FASB issued Statement No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). This statement permits companies to choose to measure many financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS 159 on its consolidated financial statements.

* In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) will change the accounting for business combinations. Under SFAS No. 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141(R) will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. SFAS 141(R) will impact the Company in the event of any future acquisition.

* In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company does not believe that SFAS 160 will have a material impact on its consolidated financial statements.

* In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“FAS 161”). FAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The guidance in FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently assessing the impact of FAS 161.

Critical Accounting Policies and Estimates

Fair Value of Financial Instruments

As of January 1, 2008, we adopted on a prospective basis certain required provisions of Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, as amended by Financial Accounting Standards Board (FASB) Financial Staff Position (FSP) No. 157-2, on the effective date of FASB Statement No. 157. Those provisions relate to our financial assets and liabilities carried at fair value and our fair value disclosures related to financial assets and liabilities. SFAS 157 defines fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs to fair value measurements - Level 1, meaning the use of quoted prices for identical instruments in active markets; Level 2, meaning the use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; and Level 3, meaning the use of unobservable inputs. Observable market data should be used when available.

Most, but not all, of our financial instruments are carried at fair value, including, all of our cash equivalents, investments classified as available for sale securities and assets held for sale and are carried at fair value, with unrealized gains and losses, net of tax. Virtually all of our valuation measurements are Level 1 measurements. The adoption of SFAS 157 did not have a significant impact on our consolidated financial statements.

Marketable Securities

Through our Advisory Services division, we receive securities which include common stock and common stock purchase warrants from client companies as compensation for consulting services. We classify these securities as investments in marketable securities available for sale or investment in marketable securities available for sale-related party. These securities are stated at their fair value in accordance with SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities ”, and EITF 00-8 “Accounting by a Grantee for an Equity Instrument to be Received in Conjunction with Providing Goods or Services ”. Unrealized gains or losses in investments in marketable securities available for sale are recognized as an element of other comprehensive income on a monthly basis based on fluctuations in the fair value of the security as quoted on an exchange or an inter-dealer quotation system. Realized gains or losses are recognized in the consolidated statements of operations when the securities are liquidated.

To date, all securities (exclusive of preferred stock and warrants) received from our client companies as compensation are quoted either on the Over the Counter Bulletin Board or the Pink Sheets. The securities are typically restricted as to resale. Our policy is to liquidate securities received as compensation when market conditions are favorable for sale. As these securities are often restricted, we are unable to liquidate these securities until the restriction is removed. We recognize revenue for common stock based on the fair value at the time common stock is granted and for common stock purchase warrants based on the Black-Scholes valuation model. Unrealized gains or losses on marketable securities available for sale and on marketable securities available for sale-related party are recognized as an element of comprehensive income on a monthly basis based on changes in the fair value of the security as quoted on an exchange or an inter-dealer quotation system. Once liquidated, realized gains or losses on the sale of marketable securities available for sale and marketable securities available for sale-related party are reflected in our net income for the period in which the security was liquidated.

Other-than-temporary impairment of securities are evaluated periodically to determine whether a decline in their value is other than temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other than temporary. The term “other-than-temporary” is not intended to indicate that the decline is permanent. It indicates that the prospects for a near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding impairment charge to earnings is recognized.

Marketable Securities

We classify our existing investments in marketable securities held for sale and investments in marketable securities held for sale-related party in accordance with SFAS No. 115. Investments in marketable securities held for sale and investments in marketable securities held for sale-related party consist of marketable securities, and are stated at fair value. Unrealized gains or losses on marketable securities held for sale and unrealized gains or losses on marketable securities held for sale-related party are recognized as an element of comprehensive income in our operations on a monthly basis based on fluctuations in the fair value of the security as quoted on national or inter-dealer stock exchanges. Realized gains or losses on marketable securities held for sale and realized gains or losses on marketable securities held for sale-related party are recognized in the consolidated statement of operations as trading profits when securities are sold.

We receive securities, which include common stock from clients as part of our compensation for services. These securities are stated at their fair value in accordance with SFAS #115 "Accounting for certain investments in debt and equity securities", and EITF 00-8 "Accounting by a grantee for an equity instrument to be received in conjunction with providing goods or services". All of the securities are received from companies whose common stock is listed either on the over the counter bulletin board or pinks sheets. The common stock and the common stock purchase warrants received as compensation are typically restricted as to resale. Our policy is to sell securities we receive as compensation when permitted, rather than hold on to these securities as long term investments, regardless of market conditions in an effort to satisfy our current obligations. As these securities are often restricted, we are unable to liquidate these securities until the restriction is removed. We recognize revenue for such common stock based on the fair value at the time common stock is granted and for common stock purchase warrants based on the Black-Scholes valuation model. Unrealized gains or losses on marketable securities held for sale and unrealized gains or losses on marketable securities held for sale-related party are recognized as an element of comprehensive income in our consolidated statement of operations on a monthly basis based on changes in the fair value of the security as quoted on national or inter-dealer stock exchanges. Once liquidated, realized gains or losses on the sale of marketable securities held for sale and realized gains or losses on the sale of marketable securities held for sale-related party will be reflected in our net income for the period in which the security was liquidated.

Stock Based Compensation

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment", which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share based compensation arrangements based on the grant date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance based awards, share appreciation rights and employee share purchase plans. In March 2005 the SEC issued Staff Accounting Bulletin No. 107, or "SAB 107". SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's views regarding the valuation of share based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123R. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123. Effective January 1, 2006, we fully adopted the provisions of SFAS No. 123R and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant as the excess of the current market price of the underlying stock over the exercise price. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost and depreciated on a straight line basis over their estimated useful lives of three to forty years. Maintenance and repairs are charged to expense as incurred. Significant renewals and improvements are capitalized.

Acquisitions

We account for acquisitions using the purchase method of accounting in accordance with the provisions of SFAS No. 141. In each of our acquisitions for the periods presented, we determined that fair values were equivalent to the acquired historical carrying costs.

Comprehensive Income

We follow Statement of Financial Accounting Standards No. 130 (SFAS 130) “ Reporting Comprehensive Income ” to recognize the elements of comprehensive income. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income for the year s ended as December31, 2008 & 2007 included net income, foreign currency translation adjustments, unrealized gains or losses on marketable securities available for sale, net of income taxes, and unrealized gains or losses on marketable securities available for sale-related party, net of income taxes.

Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States dollars. The functional currency of our Chinese subsidiaries is the Renminbi, the official currency of the People’s Republic of China, (“RMB”). Capital accounts of the consolidated financial statements are translated into United States dollars from RMB at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the average exchange rates for the year s ended as December31, 2008 & 2007.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through PRC authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into United States dollars at the rates applied in the translation.

Impairment of Long-Lived Assets

In accordance with SFAS No. 144, “ Accounting for the Impairment or Disposal of Long-Lived Assets ”, we periodically review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the estimated fair value and the book value of the underlying asset. We did not record any impairment charges during the year s ended as December31, 2008 & 2007.

Subsidiaries Held for Sale

Long-lived assets are classified as held for sale when certain criteria are met. These criteria include management’s commitment to a plan to sell the assets; the availability of the assets for immediate sale in their present condition; an active program to locate buyers and other actions to sell the assets has been initiated; the sale of the assets is probable and their transfer is expected to qualify for recognition as a completed sale within one year; the assets are being marketed at reasonable prices in relation to their fair value; and it is unlikely that significant changes will be made to the plan to sell the assets. We measure long-lived assets to be disposed of by sale at the lower of carrying amount or fair value, less cost to sell. See Note 14, “Subsidiaries Held for Sale,” for further information.

Minority Interest

Under generally accepted accounting principles when losses applicable to the minority interest in a subsidiary exceed the minority interest in the equity capital of the subsidiary, the excess is not charged to the majority interest since there is no obligation of the minority interest to make good on such losses. We, therefore, absorbed all losses applicable to a minority interest where applicable. If future earnings do materialize, we shall be credited to the extent of such losses previously absorbed.

Income Taxes

We accounted for income taxes in accordance with SFAS No. 109, “ Accounting for Income Taxes ”. SFAS No. 109 requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in our financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between the financial reporting and tax basis of our assets and liabilities result in a deferred tax asset, SFAS No. 109 requires an evaluation of the probability of our being able to realize the future benefits indicated by such assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some or the entire deferred tax asset will not be realized.

Basic and Diluted Earnings per Share

Basic income per common share is computed by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulted in the issuance of common stock that would then share in our income, subject to anti-dilution limitations.

Revenue Recognition

We follow the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin (“SAB”) No. 104 and SAB Topic 13 for revenue recognition. In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

Stock Based Compensation

We account for the grant of stock options and restricted stock awards in accordance with SFAS 123R, “ Share-Based Payment, an Amendment of FASB Statement No. 123 ” (“SFAS 123R”). SFAS 123R requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation.

Recent Pronouncements

In February 2007, the FASB issued SFAS No. 159, “ The Fair Value Option for Financial Assets and Financial Liabilities-including an amendment of FAS 115 ”. SFAS 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. SFAS 159 had no impact on our financial statements as of September 30, 2008, and we will continue to evaluate the impact, if any, of SFAS 159 on our financial statements.

In December 2007, the FASB issued SFAS 141 (revised 2007), “ Business Combinations ”. SFAS 141R is a revision to SFAS 141 and includes substantial changes to the acquisition method used to account for business combinations (formerly the “purchase accounting” method), including broadening the definition of a business, as well as revisions to accounting methods for contingent consideration and other contingencies related to the acquired business, accounting for transaction costs, and accounting for adjustments to provisional amounts recorded in connection with acquisitions. SFAS 141R retains the fundamental requirement of SFAS 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141R is effective for periods beginning on or after December 15, 2008, and will apply to all business combinations occurring after the effective date. We are currently evaluating the requirements of SFAS 141R and the impact of adoption on our consolidated financial statements.

In December 2007, the FASB issued SFAS 160, “ Non-controlling Interests in Consolidated Financial Statements - an amendment of Accounting Research Bulletin No. 51, Consolidated Financial Statements ” (“ARB 51”). This Statement amends ARB 51 to establish new standards that will govern the (1) accounting for and reporting of non-controlling interests in partially owned consolidated subsidiaries and (2) the loss of control of subsidiaries. A non-controlling interest will be reported as part of equity in the consolidated financial statements. Losses will be allocated to the non-controlling interest, and, if control is maintained, changes in ownership interests will be treated as equity transactions. Upon a loss of control, any gain or loss on the interest sold will be recognized in earnings. SFAS 160 is effective for periods beginning after December 15, 2008. We are currently evaluating the requirements of SFAS 160 and the impact of adoption on our consolidated financial statements.

In March 2008, the FASB issued SFAS 161, “ Disclosures about Derivative Instruments and Hedging Activities ” (“SFAS 161”) . SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently evaluating the requirements of SFAS 161 and the impact of adoption on our consolidated financial statements.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) . FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants . Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. We will adopt FSP APB 14-1 beginning in the first quarter of fiscal 2009, and this standard must be applied on a retrospective basis. We are evaluating the impact the adoption of FSP APB 14-1 will have on our consolidated financial position and results of operations.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles . This standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles in the United States for non-governmental entities. SFAS No. 162 is effective 60 days following approval by the U.S. Securities and Exchange Commission (“SEC”) of the Public Company Accounting Oversight Board’s amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles . We do not expect SFAS No. 162 to have a material impact on the preparation of our consolidated financial statements.

On September 16, 2008, the FASB issued FSP No. EITF 03-6-1, “ Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” to address the question of whether instruments granted in share-based payment transactions are participating securities prior to vesting. The FSP determines that unvested share-based payment awards that contain rights to dividend payments should be included in earnings per share calculations. The guidance will be effective for fiscal years beginning after December 15, 2008. We are currently evaluating the requirements of FSP No. EITF 03-6-1.

On October 10, 2008, the FASB issued FSP No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active. This FASB Staff Position (FSP) clarifies the application of FASB Statement No. 157, Fair Value Measurements (“Statement 157”), in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset under those circumstances. Statement 157 was issued in September 2006, and is effective for financial assets and financial liabilities for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We have adopted FSP 157-3 and determined that it had no impact as of September 30, 2008 on our financial statements, and we will continue to evaluate the impact, if any, of FSP 157-3 on our financial statements.

Inflation

It is our opinion that inflation has not had a material effect on our operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Certain Risks and Uncertainties

Certain statements in this Annual Report on Form 10-KSB, including certain statements contained in “Description of Business” and “Management’s Discussion and Analysis,” constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words or phrases “can be,” “may,” “could,” “would,” “expects,” “believes,” “seeks,” “estimates,” “projects” and similar words and phrases are intended to identify such forward-looking statements. Such forward-looking statements are subject to various known and unknown risks and uncertainties, including those described on the following pages, and we caution you that any forward-looking information provided by or on behalf of us is not a guarantee of future performance. Our actual results could differ materially from those anticipated by such forward-looking statements due to a number of factors, some of which are beyond our control. All such forward-looking statements are current only as of the date on which such statements were made. We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

RISK FACTORS

Risks Related to Doing Business in the People’s Republic of China

We face the risk that changes in the policies of the government of the People’s Republic of China could have a significant impact upon our business and profitability.

The economy of the People’s Republic of China is in a transition from a planned economy to a market oriented economy subject to five-year and annual plans adopted by the government that set national economic development goals. Policies of the People’s Republic of China can have significant effects on the economic conditions of the People’s Republic of China. The government of the People’s Republic of China has confirmed that economic development will follow the model of a market economy. Under this direction, we believe that the People’s Republic of China will continue to strengthen its economic and trading relationships with foreign countries and business development in the People’s Republic of China will follow market forces. While we believe that this trend will continue, there can be no assurance that this will be the case. A change in policies by the government of the People’s Republic of China could adversely affect our interests by, among other factors:

changes in laws,

imposition of new regulations or the interpretations of such regulations,

confiscatory taxation,

restrictions on currency conversion, imports or sources of supplies, or

the expropriation or nationalization of private enterprises.

Although the government of the People’s Republic of China has been pursuing economic reform policies for more than two decades, there is no assurance that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the People’s Republic of China.

The laws and regulations of the People’s Republic of China governing our current business operations are sometimes vague and uncertain. Any changes in these laws and regulations may have a material and adverse effect on our business.

There are substantial uncertainties regarding the interpretation and application of laws and regulations of the People’s Republic of China, including but not limited to, the laws and regulations governing our business, or the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy and criminal proceedings. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new laws or regulations of the People’s Republic of China may have on our businesses.

A slowdown or other adverse developments in the economy of the People’s Republic of China may materially and adversely affect our customers, demand for our products and our business.

Much of our operations are conducted in the People’s Republic of China. Although the economy of the People’s Republic of China has grown significantly in recent years, we cannot assure investors that such growth will continue. The renewable energy industry in the People’s Republic of China is relatively new and growing, and we therefore do not know how sensitive it is to a slowdown in economic growth or other adverse changes in the economy of the People’s Republic of China. A slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments in the People’s Republic of China could materially reduce the demand for our products and materially and adversely affect our business.

Inflation in the People’s Republic of China could negatively affect our profitability and growth.

While the People’s Republic of China economy has experienced rapid growth, such growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our products rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on profitability. In order to control inflation in the past, the People’s Republic of China has imposed controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. Such an austere policy can lead to a slowing of economic growth. On October 28, 2004, the People’s Bank of China, the People’s Republic of China’s central bank, raised interest rates for the first time in nearly a decade and indicated in a statement that the measure was prompted by inflationary concerns. Repeated rises in interest rates by the central bank would likely slow economic activity in the People’s Republic of China, which could, in turn, materially increase our costs and also reduce demand for our products.

Any recurrence of severe acute respiratory syndrome, or SARS, or another widespread public health problem, could adversely affect our operations.

A renewed outbreak of SARS or another widespread public health problem in the People’s Republic of China, where much of our revenue is derived, could have an adverse effect on our operations. Our operations may be impacted by a number of health-related factors, including quarantines or closures of some of our offices that would adversely disrupt our operations. Any of the foregoing events or other unforeseen consequences of public health problems could adversely affect our operations.

Because our principal assets are located outside of the U.S. and all of our directors and officers reside outside of the U.S., it may be difficult for investors to enforce their rights based on U.S. federal securities laws against us and our officers and directors in the U.S. or to enforce a U.S. court judgment against us or them in the People’s Republic of China.

All of our directors and officers reside outside of the U.S. In addition, Fujian Zhongde Technology Co., Ltd. and Fujian Zhongde Energy Co., Ltd., our operating subsidiaries, are located in the People’s Republic of China and substantially all of their assets are located outside of the U.S. It may therefore be difficult or impossible for investors in the U.S. to enforce their legal rights based on the civil liability provisions of the U.S. federal securities laws against us in the courts of either the U.S. or the People’s Republic of China and, even if civil judgments are obtained in U.S. courts, to enforce such judgments in the People’s Republic of China courts. Further, it is unclear if extradition treaties now in effect between the U.S. and the People’s Republic of China would permit effective enforcement against us or our officers and directors of criminal penalties, under the U.S. federal securities laws or otherwise.

We may have difficulty establishing adequate management, legal and financial controls in the People’s Republic of China.

The People’s Republic of China historically has not adopted a western style of management and financial reporting concepts and practices, as well as in modern banking, computer and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the People’s Republic of China. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet western standards.

The legal system in China has inherent uncertainties that may limit the legal protections available in the event of any claims or disputes with third parties.

The legal system in China is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, the central government has promulgated laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. As China’s foreign investment laws and regulations are relatively new and the legal system is still evolving, the interpretation of many laws, regulations and rules is not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit the remedies available in the event of any claims or disputes with third parties. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.

Because a substantial portion of revenues in future periods will be in the form of Renminbi, any future restrictions on currency exchanges may limit our ability to use revenue generated in Renminbi to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the Renminbi for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies, after providing valid commercial documents, at those banks authorized to conduct foreign exchange business. In addition, conversion of Renminbi for capital account items, including direct investment and loans, is subject to government approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the Renminbi, especially with respect to foreign exchange transactions.

We may be unable to enforce our rights due to policies regarding the regulation of foreign investments in China.

China’s legal system is a civil law system based on written statutes in which decided legal cases have little value as precedents, unlike the common law system prevalent in the United States. China does not have a well-developed, consolidated body of laws governing foreign investment enterprises. As a result, the administration of laws and regulations by government agencies may be subject to considerable discretion and variation, and may be subject to influence by external forces unrelated to the legal merits of a particular matter. China's regulations and policies with respect to foreign investments are evolving. Definitive regulations and policies with respect to such matters as the permissible percentage of foreign investment and permissible rates of equity returns have not yet been published. Statements regarding these evolving policies have been conflicting and any such policies, as administered, are likely to be subject to broad interpretation and discretion and to be modified, perhaps on a case-by-case basis. The uncertainties regarding such regulations and policies present risks which may affect our ability to achieve our stated business objectives. If we are unable to enforce any legal rights we may have under our contracts or otherwise, our ability to compete with other companies in our industry could be limited which could result in a loss of revenue in future periods which could impact our ability to continue as a going concern.

Recent regulations relating to acquisitions of Chinese companies by foreign entities may create regulatory uncertainties that could restrict or limit our ability to operate, including our ability to pay dividends.

The State Administration of Foreign Exchange, or SAFE, issued a public notice in January 2005 concerning foreign exchange regulations on mergers and acquisitions in China. The public notice states that if an offshore company controlled by Chinese residents intends to acquire a Chinese company, such acquisition will be subject to strict examination by the relevant foreign exchange authorities. The public notice also states that the approval of the relevant foreign exchange authorities is required for any sale or transfer by the Chinese residents of a Chinese company's assets or equity interests to foreign entities for equity interests or assets of the foreign entities.

In April 2005, SAFE issued another public notice further explaining the January notice. In accordance with the April 2005 notice, if an acquisition of a Chinese company by an offshore company controlled by Chinese residents has been confirmed by a Foreign Investment Enterprise Certificate prior to the promulgation of the January 2005 notice, the Chinese residents must each submit a registration form to the local SAFE branch with respect to their respective ownership interests in the offshore company, and must also file an amendment to such registration if the offshore company experiences material events, such as changes in the share capital, share transfer, mergers and acquisitions, spin-off transaction or use of assets in China to guarantee offshore obligations. The April 2005 notice also provides that failure to comply with the registration procedures set forth therein may result in restrictions on our Chinese resident shareholders and our subsidiaries. Pending the promulgation of detailed implementation rules, the relevant government authorities are reluctant to commence processing any registration or application for approval required under the SAFE notices.

In addition, on August 8, 2006, the Ministry of Commerce ("MOFCOM"), joined by the State-Owned Assets Supervision and Administration Commission of the State Council, State Administration of Taxation, State Administration for Industry and Commerce, China Securities Regulatory Commission and SAFE, amended and released the Provisions for Foreign Investors to Merge and Acquire Domestic Enterprises, new foreign-investment rules which took effect September 8, 2006, superseding much, but not all, of the guidance in the prior SAFE circulars. These new rules significantly revise China's regulatory framework governing onshore-offshore restructurings and how foreign investors can acquire domestic enterprises. These new rules signify greater Chinese government attention to cross-border merger, acquisition and other investment activities, by confirming MOFCOM as a key regulator for issues related to mergers and acquisitions in China and requiring MOFCOM approval of a broad range of merger, acquisition and investment transactions. Further, the new rules establish reporting requirements for acquisition of control by foreigners of companies in key industries, and reinforce the ability of the Chinese government to monitor and prohibit foreign control transactions in key industries.

These new rules may significantly affect the means by which offshore-onshore restructurings are undertaken in China in connection with offshore private equity and venture capital financings, mergers and acquisitions. It is expected that such transactional activity in China in the near future will require significant case-by-case guidance from MOFCOM and other government authorities as appropriate. It is anticipated that application of the new rules will be subject to significant administrative interpretation, and we will need to closely monitor how MOFCOM and other ministries apply the rules to ensure its domestic and offshore activities continue to comply with Chinese law. Given the uncertainties regarding interpretation and application of the new rules, we may need to expend significant time and resources to maintain compliance.

It is uncertain how our business operations or future strategy will be affected by the interpretations and implementation of the SAFE notices and new rules. Our business operations or future strategy could be adversely affected by the SAFE notices and the new rules. For example, we may be subject to more stringent review and approval process with respect to our foreign exchange activities.

Revised tax structure proposed by the National People’s Congress could have a material impact on our performance.

On December 24, 2006, the Chinese government officially submitted a draft of the new Enterprise Income Tax Law which seeks to unify China's dual tax system. Presently China has a dual tax policy with different rates of taxation for domestic enterprises as opposed to foreign investment enterprises. The new unified tax rate is proposed to be 25% for all entities, which is higher than the 15% rate currently applied to foreign investment entities. However low profit enterprises, whether foreign investment enterprises or domestic enterprises, may be subject to a lower tax rate of 20%. It is uncertain how this new policy, if adopted, would impact our subsidiaries, as all the components of the revised policy have not been determined.

Failure to comply with the United States foreign corrupt practices act could subject us to penalties and other adverse consequences.

We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in China. We can make no assurance, however, that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Risks Related to our Company

We have limited history of operations and we cannot assure you that our business model will be successful in the future or that our operations will be profitable.

We began operations in 2002 and commenced trading as a public company on the OTC Bulletin Board in the middle of 2005. Our operating results for future periods will include significant expenses, including mergers and acquisition, marketing costs, and administrative and general overhead expenses as we implement our business model to expand our operations. As a result, we are unable to predict whether we will report profitable operations in the future. There can be no assurances whatsoever that we will be able to successfully implement our business model, identify and close acquisitions of operating companies, penetrate our target markets or attain a wide following for our services. We are subject to all the risks inherent in an early stage enterprise which has experienced rapid growth through acquisitions and our prospects must be considered in light of the numerous risks, expenses, delays, problems and difficulties frequently encountered in those businesses.

The success of our business model is dependent upon our ability to identify and close acquisitions of operating companies in China. The acquisition of new businesses is costly and such acquisitions may not enhance our financial condition.

Our primary business strategy is to acquire companies and identify and acquire assets and technologies from businesses in China that have services, products, technologies, industry specializations or geographic coverage that extend or complement our existing business. The process to undertake a potential acquisition is time-consuming and costly. We expect to expend significant resources to undertake business, financial and legal due diligence on our potential acquisition targets, and there is no guarantee that we will acquire the company after completing due diligence. The process of identifying and consummating an acquisition could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities and exposure to undisclosed or potential liabilities of acquired companies. We have not consummated any acquisitions at this time and there can be no assurance that the addition of targeted businesses will enhance shareholder value.

Acquisition efforts in future periods may be dilutive to our then current stockholders.

Our business model depends upon the issuance of our securities to consummate acquisitions in the future. As a result, the percentage ownership of our company held by existing stockholders will be reduced and those stockholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. As we will generally not be required to obtain the consent of our stockholders before entering into acquisition transactions, stockholders are dependent upon the judgment of our management in determining the number of, and characteristics of stock issued as consideration in an acquisition.

We will need additional financing which we may not be able to obtain on acceptable terms. Additional capital raising efforts in future periods may be dilutive to our then current stockholders or result in increased interest expense in future periods.

We will need to raise additional working capital to continue to implement our business model. While our business model contemplates the potential for the issuance of equity securities for the stock of acquired companies, capital may be needed for the acquisition of these companies. Capital will also be needed for the effective integration, operation and expansion of these businesses. Our future capital requirements, however, depend on a number of factors, including our operations, the financial condition of an acquisition target and its needs for capital, our ability to grow revenues from other sources, our ability to manage the growth of our business and our ability to control our expenses. If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing stockholders will be reduced and those stockholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all. If we do not raise funds as needed, we will be unable to fully implement our business model, fund our ongoing operations or grow our company.

Our management may be unable to effectively integrate our acquisitions and to manage our growth and we may be unable to fully realize any anticipated benefits of these acquisitions.

We are subject to various risks associated with our growth strategy, including the risk that we will be unable to identify and recruit suitable acquisition candidates in the future or to integrate and manage the acquired companies. We face particular challenges in that our acquisition strategy is based on companies located in and operating within China. Acquired companies' histories, the geographical location, business models and business cultures will be different from ours in many respects. Even if we are successful in identifying and closing acquisitions of companies, our directors and senior management will face significant challenges in their efforts to integrate the business of the acquired companies or assets and to effectively manage our continued growth. Any future acquisitions will be subject to a number of challenges, including:

the diversion of management time and resources and the potential disruption of our ongoing business;

difficulties in maintaining uniform standards, controls, procedures and policies;

potential unknown liabilities associated with acquired businesses;

the difficulty of retaining key alliances on attractive terms with partners and suppliers; and

the difficulty of retaining and recruiting key personnel and maintaining employee morale.

There can be no assurance that our efforts to integrate the operations of any acquired assets or companies will be successful, that we can manage our growth or that the anticipated benefits of these proposed acquisitions will be fully realized.

We are dependent upon our management and our ability to hire key personnel.

The success of our company is largely dependent on the personal efforts of Julianna Lu and Xiaofei Yu. Although we have employment agreements with these officers, the loss of the services of either of them would have a material adverse effect on our business and prospects. In addition, in order for us to undertake our operations as contemplated, it will be necessary for us to locate and hire experienced personnel who are bilingual and knowledgeable in the U.S. capital markets, China and generally accepted accounting principles applicable to U.S. companies. Our failure to attract and retain such experienced personnel on acceptable terms will have a material adverse impact on our ability to grow our business.

Certain agreements to which we are a party and which are material to our operations lack various legal protections which are customarily contained in similar contracts prepared in the United States.

Much of our business and operations are located in China. In addition, we are a party to certain contracts related to our operations. While these contracts contain the basic business terms of the agreements between the parties, these contracts do not contain certain provisions which are customarily contained in similar contracts prepared in the U.S., such as representations and warranties of the parties, confidentiality and non-compete clauses, provisions outlining events of defaults, and termination and jurisdictional clauses. Because these contracts omit these types of clauses, notwithstanding the differences in Chinese and U.S. laws, we may not have the same legal protections as we would if the contracts contained these additional provisions. We anticipate that our Chinese subsidiaries will likely enter into contracts in the future which will likewise omit these types of legal protections. While we have not been subject to any adverse consequences as a result of the omission of these types of clauses, and we consider the contracts to which we are a party to contain all the material terms of our business arrangements with the other party, future events may occur which lead to a dispute under agreements which could have been avoided if the contracts were prepared in conformity with U.S. standards. Contractual disputes which may arise from this lack of legal protection will divert management’s time from the operation of our business and require us to expend funds attempting to settle a possible dispute. This possible diversion of management time will limit the time our management would otherwise devote to the operation of our business, and the diversion of capital could limit the funds we have available to pay our ongoing operating expenses.

Intensive competition for our subsidiaries will substantially affect our operating performance.

Each of our subsidiaries are development stage businesses. As such, the operations are subject to all the risks inherent in launching a new business enterprise, in developing and marketing a new product or service, and in establishing a name and a business reputation. The likelihood of our success must be considered in light of problems, expenses, difficulties and delays frequently encountered in converting prototype designs into viable production designs, and in achieving market acceptance with a new type of product or service. Each of the newly formed entities have had no product revenues to date, have operated at a loss since inception, and will likely sustain operating losses for an indeterminate time period. There can be no assurance that we will ever generate material revenues or that we will ever be profitable.

Because of the speculative nature of exploration of mineral properties, there is a substantial risk that our business will fail.

The search for valuable minerals as a business is extremely risky. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us in the exploration of the optioned mineral properties may not result in the discovery of commercial quantities of minerals. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liabilities for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

Our targeted industries are heavily regulated and we may not be able to remain in compliance with all such regulations and we may be required to incur substantial costs in complying with such regulation.

Our business of acquiring mining projects, properties and companies in China is subject to extensive regulation by China's Mining Ministry, and by other provincial, county and local authorities in jurisdictions in which products are processed or sold, regarding the processing, storage, and distribution of mineral products. In addition, processing facilities are subject to periodic inspections by government agencies. We may not be able to comply with current laws and regulations, or any future laws and regulations. To the extent that new regulations are adopted, we will be required to conform our activities in order to comply with such regulations. We may be required to incur substantial costs in order to comply. Our failure to comply with applicable laws and regulations could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions which could have a material and adverse effect on our business operations and finances. Changes in applicable laws and regulations may also have a negative impact on our sales.

Our business of acquiring China based pharmaceutical companies is also subject to extensive regulation by China's Health Ministry, and by other provincial, county and local authorities in jurisdictions in which pharmaceutical drugs/products are processed or sold, regarding the processing, storage, and distribution of such products. In addition, processing facilities are subject to periodic inspection by government agencies. We may not be able to comply with current laws and regulations, or any future laws and regulations. To the extent that new regulations are adopted, we will be required to conform our activities in order to comply with such regulations. We may be required to incur substantial costs in order to comply. Our failure to comply with applicable laws and regulations could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions which could have a material and adverse effect on our business operations and finances. Changes in applicable laws and regulations may also have a negative impact on our sales.

Compliance with governmental regulations may impose additional costs, which may adversely affect our financial condition and results of operations.

The processing, formulation, manufacturing, packaging, labeling, advertising and distribution of China Health’s products are subject to regulation by one or more federal agencies, including the Health Protectorate Branch in Canada, the FDA, the Federal Trade Commission ("FTC"), the Consumer Product Safety Commission, the United States Department of Agriculture, the United States Customs and Border Protection and the Environmental Protection Agency. These activities are also regulated by various agencies of the states and localities in which our products are sold.

The FDA may attempt to regulate any of China Health’s products that fall within its jurisdiction, and the FTC has jurisdiction to regulate the advertising of our products that fall within its jurisdiction. The FDA may not accept the evidence of safety for any new ingredients that we may want to market, may determine that a particular product or product’s ingredient present an unacceptable health risk, may determine that a particular statement of nutritional support that we want to use is an unacceptable drug claim or an unauthorized version of a food "health claim," may determine that a particular product is an unapproved new drug, or the FDA or the FTC may determine that particular claims are not adequately supported by available scientific evidence. Such a determination would prevent us from marketing particular products or using certain statements of nutritional support on our products. One of the key areas of our development focus is the specialty supplements category, which includes products that are directed at particular nutritional concerns. The FDA may not agree with China Health’s statements of nutritional support as to a particular specialty supplement or permit China Health to promote its specialty supplements directed at particular nutritional concerns. China Health also may be unable to disseminate third-party literature in connection with its products if the third-party literature fails to satisfy certain requirements. In addition, the FDA could require China Health to remove a particular product from the market. Any future recall or removal would result in additional costs to us, including lost revenues from any products that China Health is required to remove from the market, any of which could be material. Any such product recalls or removals could lead to liability, substantial costs and reduced growth prospects.

Although the regulation of dietary supplements is less restrictive than the regulation of drugs, dietary supplements may not continue to be subject to less restrictive regulation. Many of China Health’s dietary supplements contain traditional Chinese herbs which may or may not have been previously evaluated by the FDA. All herbs marketed in dietary supplements in the United States must be Generally Recognized as Safe (GRAS). The FDA maintains a list of problems herbs. If any of the herbs in China Health’s products appeared on the FDA's list, or if the agency determined there were issues concerning their safety, China Health would not be able to market the products containing these ingredients in the United States. We have not determined whether any of the herbs in China Health’s products are on the FDA's list of problem herbs and we have not determined whether any such herbs are Generally Recognized as Safe. If any of the herbs in China Health’s products have not been evaluated by the FDA and are not Generally Recognized as Safe, then China Health would not be permitted to sell products containing them in the United States. Any such prohibition could materially adversely affect our results of operations and financial condition.

Further, if more stringent statutes are enacted for dietary supplements, or if more stringent regulations are promulgated, China Health may not be able to comply with such statutes or regulations without incurring substantial expense, or at all. Legislation has been introduced in Congress to impose substantial new regulatory requirements for dietary supplements including adverse event reporting, post market surveillance requirements, FDA reviews of dietary supplement ingredients, safety testing and records inspection. If enacted, any of the proposed legislation may result in difficulty getting China Health’s products to the market and could raise our costs and hinder our business.

In addition, we expect that the FDA soon will adopt the proposed rules on Good Manufacturing Practice in manufacturing, packaging, or holding dietary ingredients and dietary supplements, which will apply to the products we manufacture. These regulations will require dietary supplements to be prepared, packaged and held in compliance with strict rules, and will require quality control provisions similar to those in the Good Manufacturing Practice regulations for drugs. China Health may not be able to comply with the new rules without incurring additional expenses.

Each of China Health’s products imported into the United States may be blocked at the border by U.S. Customs. The FDA could issue Import Alerts for any of our products if the agency considers them to be misbranded, adulterated and/or unapproved new drugs.

The FTC exercises jurisdiction over the advertising of dietary supplements. In the past, the FTC has instituted numerous enforcement actions against dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. These enforcement actions have often resulted in consent decrees and the payment of civil penalties by the companies involved.

We are also subject to regulation under various state, local, and international laws that include provisions governing, among other things, the processing, formulation, manufacturing, packaging, labeling, advertising and distribution of our products that are deemed "dietary supplements" or "over-the-counter drugs." Government regulations in foreign countries may prevent or delay the introduction, or require the reformulation, of certain of our products. In addition, from time to time in the future, Congress, the FDA, the FTC or other federal, state, local or foreign legislative and regulatory authorities may impose additional laws or regulations that apply to China Health, repeal laws or regulations that we consider favorable to China Health or impose more stringent interpretations of current laws or regulations. We are not able to predict the nature of such future laws, regulations, repeals or interpretations or to predict the effect additional governmental regulation, when and if it occurs, would have on China Health’s business in the future. Such developments could, however, require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, or other new requirements. Any such developments could have a material adverse effect on our business, financial condition and results of operations.

The nutritional supplements industry is intensely competitive. China Health has many well-established competitors with substantially greater financial and other resources than it. These factors may make it more difficult for China Health to successfully implement its business plan and may adversely affect its results of operations.

The nutritional supplements industry is a large, highly fragmented and growing industry, with no single industry participant accounting for more than 10% of total industry retail sales. Participants include specialty retailers, supermarkets, drugstores, mass merchants (wholesalers), multi-level marketing organizations, mail order companies and a variety of other smaller participants. The market is also highly sensitive to the introduction of new products, including various prescription drugs, which may rapidly capture a significant share of the market. Increased competition from companies that distribute through retail or wholesale channels could have a material adverse effect on our financial condition and results of operations. Some of the neutraceutical companies that we will compete with are Weider Nutrition International, Inc., USANA Health Sciences Inc., Nature's Sunshine Products, Inc. and Herbalife International, Inc. China Health is a development stage business and the only revenues it has received from product sales since inception were nominal and were generated during 2004. Accordingly, China Health has not been operational long enough to experience any of the above problems. However, since China Health is a development stage business, most, if not all companies in our industry have greater financial and other resources available to them and possess manufacturing, distribution and marketing capabilities greater than China Health’s. In addition, China Health’s competitors may be more effective and efficient in integrating new products. China Health may not be able to compete effectively and any of the factors listed above may cause price reductions, reduced margins and difficulties in gaining market share.

Our financial status creates doubt whether we will continue as a going concern.

We reported net losses totaling of $7,604,072 and $3,197,076 for the year ended December31, 2007, and 2006. As December31, 2007, we had a working capital deficiency of $1,315,737 (Current Assets less current liabilities) and an accumulated deficit of $16,797,449. With our current resources, we expect to be able to satisfy our cash requirements through December, 2009.However, in order to expand our current business operations, fund future development and market, sell our three existing product lines and complete our acquisition projects, we will need to raise at least $50 million in financing over the next twelve months. There are no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available we may be forced to discontinue operations, which would cause investors to lose the entire amount of their investment.

We need significant infusions of additional capital, which may result in dilution to our shareholders' ownership and voting rights in our company.

Based upon our current cash reserves and forecasted operations, we believe that we will need to obtain at least $2 million of outside funding in order to sustain our current business operations over the next twelve months, and at least $150 million of outside funding in order to expand our business, fund future development and complete our acquisition projects. We have not in the past raised any funds and our operations have been funded primarily through loans from our officers and the issuance of shares of our common stock. Our need for capital to finance our business strategy, operations, and growth will be greater should, among other things, revenue or expense estimates prove to be incorrect. If we fail to arrange for sufficient capital in the future, we may be required to reduce the scope of our business activities, terminate our acquisition agreements and curtail plans to construct the biomass plants. In addition, we may not be able to obtain additional financing in sufficient amounts or on acceptable terms when needed, which could adversely affect our operating results and prospects. Debt financing must be repaid regardless of whether or not we generate profits or cash flows from our business activities. Equity financing may result in dilution to existing shareholders and may involve securities that have rights, preferences, or privileges that are senior to our common stock.

The issuance of shares of our common stock to fund our operations and as consideration at the closing of our acquisition targets will result in significant dilution to our existing shareholders.

To date our operations have been funded through cash advances from our officers and through the issuance of shares of our common stock. There can be no assurance that our officers will continue to fund our operations. The issuance of shares of our common stock will result in dilution to our existing holders. Further, to proceed with the closing of our acquisition targets in China, we will be required to issue shares of our common stock as consideration, this will result in significant dilution to our existing shareholders. The amount of dilution will be dependent upon the terms on which we issue shares of our common stock.

Risks Related o Our Business

We are a development stage company and have a limited operating history upon which an evaluation of our company can be made. For that reason, it would be difficult for a potential investor to judge our prospects for success.

We were organized in April 2002 and have had limited operations since our inception from which to evaluate our business and prospects. There can be no assurance that our future proposed operations will be implemented successfully or that we will ever have profits. If we are unable to sustain our operations, our shareholders may lose their entire investments. We face all the risks inherent in a new business, including the expenses, difficulties, complications and delays frequently encountered in connection with conducting operations, including capital requirements and management's potential underestimation of initial and ongoing costs. As a new business, we may encounter delays and other problems in connection with the methods of product distribution that we implement. We also face the risk that we will not be able to effectively implement our business plan. In evaluating our business and prospects, these difficulties should be considered. If we are not effective in addressing these risks, we will not operate profitably and we may not have adequate working capital to meet our obligations as they become due.

We may incur material product liability costs.

If our subsidiary, China Health, were to be engaged in the business of formulating and selling nutritional supplements for human consumption. As a distributor of products designed for human consumption, we are subject to product liability claims if the use of our products is alleged to have resulted in injury. We may be subject to various product liability claims, including, among others, allegations that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. In addition, although our manufacturers maintain quality controls and procedures with respect to products that we sell, our products could contain contaminated substances. All of the products we sell are produced by third-party manufacturers. As a distributor of products manufactured by third parties, we may also be liable for various product liability claims for products we do not manufacture even though we have no control over the manufacturing procedures used in connection with the production of these third-party products. We are in the process of applying for product liability insurance. Such insurance, once obtained, may not be available at a reasonable cost, or may not be adequate to cover liabilities.

If we are not able to manage growth of our business, our financial condition and results of operations will be negatively affected.

We have expanded our business into renewable energy resources and have entered into agreements to cooperate to construct a number of biomass energy power plants. We also entered into an agreement to acquire Chalinhe Hydropower station. In addition, we have entered into an agreement to acquire Tong Ren KaiYu Minerals which owns 3 minerals licenses. We have not completed any of these planned acquisitions and expansion projects. If and when we consummate one or more of these transactions, we may experience a period of significant growth. Any future growth could cause significant strain on our managerial, operational, financial and other resources. Success in managing this expansion and growth will depend, in part, upon the ability of our senior management to effectively manage the growth of our business. Any failure to manage the proposed growth and expansion of our business could have a material adverse effect on our financial condition and results of operations.

Our strategy of growth through acquisitions is inherently risky.

Our strategy is to identify and target merger and/or acquisition candidates in China and throughout the world. Although we have signed a number of acquisition agreements to date, there can be no assurance that any or all of such acquisitions will be completed. Even if these acquisitions are completed, the final terms of the acquisition agreements may vary substantially from the terms described in the agreements. We have also entered into agreements to cooperate to construct a number of biomass energy power plants in China. These agreements require the investment of significant capital and require the approval of the appropriate administrative and regulatory bodies in China.

Our acquisition of companies and businesses and expansion of operations involve risks, including the following:

the potential inability to identify the companies best suited to our business plan;

the potential inability to successfully integrate acquired operations and businesses or to realize anticipated synergies, economics of scale or other expected value;

the potential need to restructure, modify or terminate customer relationships of the acquired company; and

loss of key employees of acquired operations.

The occurrence of any one or more of these risks could result in a material adverse effect on our operations.

If we fail to acquire and develop other products or product candidates, we may be unable to grow our business.

China Health licenses the rights to a majority of its neutraceutical products from outside third parties. As part of China Health’s growth strategy, we intend to license or acquire additional products and product candidates for development and commercialization. The success of this strategy depends upon our ability to identify, select and acquire the right product candidates. Any product candidate we license or acquire may require additional development efforts prior to commercial sale, including extensive clinical testing and approval by regulatory authorities. All product candidates are prone to the risks of failure inherent in product development, including the possibility that the product candidate will not be shown to be sufficiently safe and effective. In addition, we cannot assure you that any products that we license or acquire will be manufactured or produced economically, successfully commercialized or widely accepted in the marketplace. Proposing, negotiating and implementing an economically viable product acquisition or license is a lengthy and complex process. Other companies, including those with substantially greater financial, marketing and sales resources, may compete with us for the acquisition or license of product candidates. We may not be able to acquire or license the rights to additional products on terms that we find acceptable, or at all.

If our relationships with our manufacturers terminate, or their facilities are damaged or destroyed, we may be unable to develop or commercialize our products.

Currently, only a limited number of companies manufacture China Health’s products. The number of contract manufacturers with the expertise, required regulatory approvals and facilities to manufacture China Health’s product candidates on a commercial scale is extremely limited, and it would take a significant amount of time to arrange for alternative manufacturers. If any of China Health’s manufacturers fail to deliver the required commercial quantities of bulk substance or finished product on a timely basis and at commercially reasonable prices, and we are unable to find one or more replacement manufacturers capable of production at a substantially equivalent cost, in substantially equivalent volumes and quality, and on a timely basis, China Health will likely be unable to meet customer demand as it begins to market and sell its existing product lines.

We cannot assure you that the current Chinese policies of economic reform will continue. Because of this uncertainty, there are significant economic risks associated with doing business in China.

Although the majority of productive assets in China are owned by the Chinese government, in the past several years the government has implemented economic reform measures that emphasize decentralization and encourage private economic activity. In keeping with these economic reform policies, the Chinese government has been openly promoting business development in order to bring more business into China. Because these economic reform measures may be inconsistent or ineffective, there are no assurances that:

the Chinese government will continue its pursuit of economic reform policies;

the economic policies, even if pursued, will be successful;

economic policies will not be significantly altered from time to time; or

business operations in China will not become subject to the risk of nationalization.

We cannot assure you that we will be able to capitalize on these economic reforms, assuming the reforms continue. Because our business model is dependent upon the continued economic reform and growth in China, any change in Chinese government policy could materially adversely affect our ability to implement our business model. China's economy has experienced significant growth in the past decade, but such growth has been uneven across geographic and economic sectors and has recently been slowing. Even if the Chinese government continues its policies of economic reform, there are no assurances that economic growth in that country will continue or that we will be able to take advantage of these opportunities in a fashion that will provide financial benefit to our company.

Risks Related to Our Common Stock

There is a limited public market for our common stock. Failure to develop or maintain a trading market could negatively affect the value of our shares and make it difficult or impossible for shareholders to sell their shares.

On April 18, 2005, our common stock was approved for quotation on the OTC Bulletin Board under the symbol "CHHH." In May 2007 our trading symbol was changed to CHHL. To date there has been a limited trading market in our common stock on the OTC Bulletin Board. Failure to develop or maintain an active trading market could negatively affect the value of our shares and make it difficult for our shareholders to sell their shares or recover any part of their investment in us. The market price of our common stock may be highly volatile. In addition to the uncertainties relating to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results, or various, as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.

Our common stock is subject to the "penny stock" rules of the sec and the trading market in our securities is limited, which makes transactions in our common stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted Rule 3a51-1 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

that a broker or dealer approve a person's account for transactions in penny stocks; and

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person; and

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

sets forth the basis on which the broker or dealer made the suitability determination; and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

We have not voluntarily implemented various corporate governance measures, in the absence of which, stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. Although we have adopted a Code of Ethics, we have not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committees of our board of directors. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

Provisions of our certificate of incorporation and bylaws may delay or prevent a takeover which may not be in the best interests of our stockholders.

Provisions of our certificate of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt. In addition, certain provisions of Nevada law also may be deemed to have certain anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation's disinterested stockholders.

In addition, our certificate of incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock with such rights and preferences as may be determined by our board of directors. Our board of directors may, without stockholder approval, issue preferred stock with dividends, liquidation, conversion or voting rights that could adversely affect the voting power or other rights of our common stockholders.

Item 7. Financial Statements.

All financial information required by this Item is attached hereto at the end of this report.

Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

On March 6, 2009, China Holdings Inc. (the “Company”) has engaged “MALONE & BAILEY, P.C.”as the Company and subsidiaries’ independent registered public accounting to audit the Company’s financial statements for its fiscal year ending December 31, 2008 and 2009.During the Company’s two most recent fiscal years ended December 31, 2007 and 2006, and through the date of this report, the Company did not consult with engaged “MALONE & BAILEY, P.C.” regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matters that was either the subject of a disagreement or a reportable event which would require disclosure pursuant to Item 304(a)(2)(ii) of Regulation S-K.

On February 27, 2009, The Company dismissed WEINBERG & COMPANY, P.A. as an independent registered public accounting firm of China Holdings, Inc. and its subsidiaries (the "Company”) to audit the Company’s financial statements for its fiscal year ending December 31, 2008. During the Company’s two fiscal years ended December 31, 2007, and during the subsequent interim period preceding engagement of WEINBERG & COMPANY, P.A. from January 23, 2009 , the Company did not consult with WEINBERG & COMPANY, P.A. 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.

On November 17, 2008, The Company dismissed J. Crane CPA, P.C. as an independent registered public accounting firm of China Holdings, Inc. and its subsidiaries (the "Company”) to audit the Company’s financial statements for its fiscal year ending December 31, 2008. During the Company’s two fiscal years ended December 31, 2007, and during the subsequent interim period preceding engagement of J. Crane CPA, P.C. from May14, 2008 , the Company did not consult with J. Crane CPA, P.C. 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.

On April 23, 2008, the Company dismissed formerly Sherb & Co. LLP (“Sherb”) as independent registered public accounting firm of China Holdings, Inc. and its subsidiaries (the "Company"). Sherb’s report on the Company’s financial statements for the fiscal year ended December 31, 2007 contained an explanatory paragraph indicating that there was substantial doubt as to the Company’s ability to continue as a going concern. Other than such statement, no report of Sherb on the financial statements of the Company for the past fiscal year contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. Sherb did not issue a report on the Company’s financial statements for the fiscal year ended December 31, 2006. In connection with the audits of the Company’s financial statements for the year ended December 31, 2007 and the subsequent interim period through the date of the dismission on April 23, 2008, there were no disagreements with Sherb on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of Sherb would have caused Sherb to make reference to the matter in their report. During the most recent fiscal year and the subsequent interim period through April 23, 2008, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

On November 26, 2007, RBSM LLP, formerly Russell Bedford Stefanou Mirchandani LLP “RBSM”) resigned as independent registered public accounting firm of China Holdings, Inc. and its subsidiaries (the "Company"). RBSM report on the Company’s financial statements for the fiscal year ended December 31, 2006 contained an explanatory paragraph indicating that there was substantial doubt as to the Company’s ability to continue as a going concern. Other than such statement, no report of RBSM on the financial statements of the Company for the past fiscal year contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. RBSM did not issue a report on the Company’s financial statements for the fiscal year ended December 31, 2005.In connection with the audits of the Company’s financial statements for the year ended December 31, 2006 and the subsequent interim period through the date of their resignation on November 26, 2007, there were no disagreements with RBSM on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of RBSM would have caused RBSM to make reference to the matter in their report. During the most recent fiscal year and the subsequent interim period through November 26, 2007, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

On January 19, 2007, the Board of Directors approved the Company's engagement of Russell Bedford Stefanou Mirchandani LLP ("Russell Bedford") as independent auditors for the Company and its subsidiaries. The Company engaged Russell Bedford on January 19, 2007. During the Company's two most recent fiscal years ended December 31, 2005 and 2004 and the subsequent interim period through January 19, 2007, neither the Company nor anyone on its behalf consulted Russell Bedford regarding (i) the application of accounting principles to a specific completed or contemplated transaction, (ii) the type of audit opinion that might be rendered on the Company's financial statements, (iii) or oral advice that was an important factor considered by us in reaching our decision as to any accounting, auditing or financial reporting issue or (iv) any matter that was the subject of a disagreement or event identified in response to Item 304(a)(1)(iv) of Regulation S-B (there being none).

On January 19, 2007, the Board of Directors of China Health Holding, Inc. (the "Company") approved the Company's dismissal of Dale Matheson Carr-Hilton LaBonte ("DMCL") as independent auditors for the Company and its subsidiaries. DMCL's report on the Company's financial statements for the fiscal years ended December 31, 2005 and 2004 contained an explanatory paragraph indicating that there was substantial doubt as to the Company's ability to continue as a going concern. Other than such statement, no report of DMCL on the financial statements of the Company for either of the past two years contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's two most recent fiscal years ended December 31, 2005 and 2004 and the subsequent interim period through January 19, 2007: (i) there have been no disagreements with DMCL on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of DMCL, would have caused it to make reference to the subject matter of the disagreement in connection with its reports; and (ii) DMCL did not advise the Company of any of the events requiring reporting in this Current Report on Form 8-K under Item 304(a)(1)(iv)(B) of Regulation S-B.

Item 8A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. Our manageme nt, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our principal execut i ve and principal financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Excha n ge Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC ’ s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officer, a s appropriate to allow timely decisions regarding disclosure.

(b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(c) Inherent Limitations on Effectiveness of Controls. Our management, including our principal executive and financial officer, does not expect that our disclosure controls and procedures or our internal control will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected.

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES . As of the date of this report, the Company's management carried out an evaluation, under the supervision of the Company's Chief Executive Officer and the Chief Financial Officer of the effectiveness of the design and operation of the Company's system of disclosure controls and procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective, as of the date of their evaluation, for the purposes of recording, processing, summarizing and timely reporting material information required to be disclosed in reports filed by the Company under the Securities Exchange Act of 1934.

(b) CHANGES IN INTERNAL CONTROLS. There were no changes in internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is likely to materially effect, the Company's internal control over financial reporting.

(c)Our Chief Executive Officer and Chief Financial Officer (collectively, the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures for us. Such officers have concluded (based upon such officers' evaluation of these controls and procedures as of the end of the period covered by this report) that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in this report is accumulated and communicated to management, including our principal executive officers as appropriate, to allow timely decisions regarding required disclosures.

The Certifying Officers have also indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.

Our management, including each of the Certifying Officers, does not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 8B. Management’s Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations.

Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended December 31, 2007. We believe that internal control over financial reporting is effective. We have not identified any, current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Item 8B. Other Information.

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons a nd Corporate Governance;; Compliance With Section 16(a) of the Exchange Act.

The following table sets forth information regarding the members of our board of directors and our executive officers. All directors hold office for one-year terms until the election and qualification of their successors. Officers are elected annually by the board of directors and serve at the discretion of the board.

Name		Position
Julianna Lu		Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer and Chairwoman of the Board of Directors

XiaoFei Yu		Vice Chairman of Board of Directors

Ronald Shon		Chairman of Advisory Board

Moxian Chen		Senior Vice President/General Manager

Pursuant to our bylaws, our directors are elected at our annual meeting of stockholders and each director holds office until his successor is elected and qualified. Officers are elected by our Board of Directors and hold office until an officer's successor has been duly appointed and qualified unless an officer sooner dies, resigns or is removed by the Board. There are no family relationships among any of our directors and executive officers.

Background of Executive Officers and Directors

Julianna Lu, Founder, BSc. & MSc., Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer and Chairwoman of the Board of Directors . Ms. Lu founded and financed China Holdings, Inc. and All Subsidiaries, and has been our principal Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer and Chairwoman of the Board of Directors since our formation in 2002. From 2000 until 2002, Ms. Lu was the President and Chief Executive Officer of AGPL Pharma Corporation. From 1999 until 2003, Ms. Lu was the President and Chief Executive Officer of Auspicious J.K. Enterprises, Ltd.

XiaoFei Yu, Vice Chairman and Director. Mr. Yu was appointed as our Vice Chairman in early 2007. Mr. Yu has been a member of our Board of Directors since May 26, 2004 and our Vice President since October 6, 2004. Mr. Yu has helped China Health Holding create and develop 26 natural herbal product formulas that make up our King of Herbs and Taoist Medicine product lines. Mr. Yu has been the President and Director of Taoist Tantric & Toltec Research and Development Centre located in Beijing, People's Republic of China. From 1998 to Present, Mr. Yu has been a Research Scientific Consultant of Central TCM Research and Development Institute located in Beijing, People's Republic of China. From 1999 to Present, Mr. Yu has been teaching Taoism, Taoist medicine and Indian classical philosophy & religion as a professor in the Department of Philosophy at the University of CCCP located in Beijing, People's Republic of China. From 1994 until 1999, Mr. Yu was an Associate Professor in Taoism, Taoist medicine, Buddhism and Scientific Philosophy in the Department of Philosophy at the University of CCCP.

Ronald Shon, Chairman of Advisory Board Mr.Shon was appointed as the Chairman of Advisory Board by the Company in early 2007.Mr. Shon is the President of The Shon Group of Companies, a group of privately held real estate investment (such as the AAA+ Cathedral Office Building in downtown Vancouver, Canada) and development companies. Mr. Shon is also the President of China Education Resources Inc., and a director of the Spectra Group of Great Restaurants Inc. Mr. Shon holds a B.A. from Stanford University and a M.B.A. from the Wharton School, University of Pennsylvania.

Moxian Chen, Senior Vice Presiden Mr. Chen has jointed as the Senior Vice President /General Manager for China Holdings, Inc. in later 2007. He brought his extensive experience that he gained in waste-to-energy facilities, power plants, waste pyrolysis plants, combustion technology firms, energy supply centers, energy recovery and air pollution control centers to China Holdings, Inc. He has been involved in over twenty projects including waste-to-energy plants, industrial waste disposal projects and thermal power plants. He participated in all stages of the project including market development, technology research and development, product design, manufacture, installation, test and practical operation. His managerial experiences, technical skills as well as his cultural awareness contribute to China Holdings, Inc. greatly.

There are no family relationships between any of our directors and executive officers.

Board Committees

We currently do not have standing committees of our board of directors and our board of directors is acting in such capacity. We intend to establish an audit committee of the board of directors.

Audit Committee Financial Expert

Audit Committee.

We intend to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties would be to recommend to our board of directors the engagement of independent auditors to audit our financial statements and to review our accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of our board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles. A copy of our AUDIT COMMITTEE CHARTER can also be obtained from our website www.chinaholding.net .

Compensation Committee.

We intend to establish a compensation committee of the board of directors. The compensation committee would review and approve our salary and benefits policies, including compensation of executive officers. The compensation committee would also administer our stock option plans and recommend and approve grants of stock options under such plans. A copy of our COMPENSATION COMMITTEE CHARTER can also be obtained from our website www.chinaholding.net .

Code of Ethics

We have adopted our Code of Ethics and Business Conduct or Officers, Directors and Employees that applies to all of our officers, directors and employees. Upon request, we will provide to any person without charge a copy of our Code of Ethics. Any such request should be made to Attn: Julianna Lu, China Holdings, Inc, either to (a) our business address at 101 Convention Center Drive, Suite 700, Las Vegas, NV 89109, USA, or (b) our current mailing address at Suite #601 – 110 Dai-Hou-Bei-Li, Hai-Dian-District, Beijing, PR China 100091. Tel: 1-778-995-0789 (North America). A copy of our Code of Ethics can also be obtained from our website www.chinaholding.net .

Item 10. Executive Compensation.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the total compensation that we have paid or that has accrued on behalf of our chief executive officer and other executive officers with annual compensation exceeding $100,000 during the fiscal years ending December 31, 2008 and December 31, 2007.

The following table summarizes the annual and long-term compensation paid to Julianna Lu, our chief executive officer, and Xiao Fei Yu, our vice chairman and president. During 2008, no executive officer other than Julianna Lu and Xiao Fei Yu received annual remuneration in excess of $100,000.

Summary Compensation Table

Name and Principal Position	Year	Salary(1)		Bonus		Stock Awards ($)		Option Awards ($)		All Other Compensation	Total
Julianna Lu Chief Executive Officer	2007	$	240,000	$	138,800						$	412,980
	2006	$	240,000	$	138,800		—		—		$	378,800

Xiao Fei Yu Vice Chairman of the Board and President	2007	$	119,724	$	271,400						$	391,124

(1) Ms. Lu’s salary for 2008 and 2007 has been accrued and is included in loans to us from Ms. Lu. Ms. Lu’s loans are described more fully below under Item 12. Certain Relationship and Related Transactions. As of December 31, 2008, we owed an aggregate of USD$1,630,489 to Ms. Julianna Lu.

Outstanding Equity Awards at Fiscal Year-End Table.

There were 45,000,000 options and no warrants were granted to our executive officers during the fiscal year ended December 31, 2008.

Director Compensation

Our directors did not receive any compensation for serving in their capacities as the Company’s directors.

Employment Agreements and Director Compensation

Pursuant to various management and consulting contracts the Company has committed to pay fees and issue common stock as follows: a monthly management fee of $30,000 to the Company & all subseries’ Chairperson/Chief Executive Officer/CFO starting on January 1, 2008 (ii) to pay a 3% royalty on gross sales, upon commencement of sales (iii) pay a monthly consulting fee of $10,000 to a shareholder and officer of the Company to Mr. Xiaofei Yu, the Vice Chairman of the Company.

On August 3, 2007, the Company appointed Mr. Chen as the Senior Vice President and General Manager for the company and its subsidiary China Power Inc. As December 31 2007, the Company has issued and compensated to Mr. Chen for a total of 2,000,000 common stocks for the management services provided from Mr. Chen to the Company.

On April 3, 2007, the Company appointed Mr. Shon as the chairman of its advisory board. Mr. Shon. The Company has issued Mr. Shon a total of 500,000 shares of common stocks and a total of 6,000,000 common stocks warrants at an exercise price of $0.20 per share, These warrants expire three years form the date of grant. On November 1, 2007, the Company has issued Mr. Shon a total of 5,000,000 shares of common stocks warrants at an exercise price of $0.15 per share, and an additional 5,000,000 shares of common stocks warrants at an exercise price of $0.50 per share, These warrants expire five years form the date of grant.

Consulting Agreements

Investor Relations Programs and Agreement

On February 1, 2008, China Holdings, Inc. (the “Company”) entered into a Marketing Services Agreement with Wall Street Reporter Inc. (“WSR”) pursuant to which WSR will provide the Company with various investor relations and marketing services, such as conferences, interviews and press releases, for a term of one year. In exchange for these services, the Company has agreed to pay WSR a fee comprised of $9,500 cash and four million (4,000,000) restricted shares of the Company’s common stock. On February 1, 2008, the Company agreed to issue four million (4,000,000) restricted shares of the Company’s common stock, par value $.001 per share, pursuant to the Marketing Services Agreement described in Item 1.01 above. The Company issued the restricted shares in reliance upon the exemption from registration provided by Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended, as a sale not involving any public offering. The sale of these shares of common stock was not registered under the Securities Act and the shares may not be sold absent registration or an applicable exemption from registration requirements. On January 19, 2009, the Company agrees to issue a total of 1,000,000 common stocks option at $0.02 to WSR for 12 months effective periods to exercise as SEC 144 rules/legends.

On January 17, 2007, we entered into a consultancy agreement with Shanghai Ogilvy & Mather Marketing Communications Consulting Co. Ltd. -Beijing Branch (“Shanghai Ogilvy”) pursuant to which Shanghai Ogilvy will provide us with investor relations and public relations services. The agreement is for a term of one year and can be terminated by either party by summary notice in the event of any serious breach and/or continuation of any breach by either party of their obligations under the Agreement or ten business days written notice. Upon termination of the agreement, the parties have agreed to settle outstanding invoices to each other, within 30 days from the date of termination. As compensation for Shanghai Ogilvy’s services, we have agreed to pay Shanghai Ogilvy $12,500 per month commencing February 1, 2007. In addition, we agreed to issue CEOcast 125,000 shares of common stock for its services during the initial three-month grace period. In February 2007, we agreed to issue 2,000,000 shares of common stock as additional compensation for advances public relations services.

On October 19, 2006, we entered into an agreement with Investor Relations International (“IRI”) pursuant to which IRI will provide us with investor relations and financial communication services. The agreement is for a term of three years and can be terminated by us with or without cause. The agreement provides for a monthly retainer of $10,000 for the first three months and a monthly retainer of $15,000 commencing January 28, 2007. In addition, we agreed to issue to IRI 3,000,000 shares of common stock and an aggregate of 4,000,000 warrants to purchase shares of our common stock. In addition, as compensation for advanced public relations services to us, we issued to Rourke Holdings, the parent company of IRI, 3,400,000 shares of our common stock. On May 9, 2005, we entered into an agreement pursuant to which CEOcast, Inc., a New York corporation will provide us with investor relations services. The agreement is for a term of one year and has an initial three-month grace period. As compensation for CEOcast's services, we have agreed to pay CEOcast $7,500 per month. In addition, we agreed to issue CEOcast 125,000 shares of common stock for its services during the initial three-month grace period. The agreement may be terminated by us at any time after delivering 15 business days' prior written notice of termination. If we deliver CEOcast a notice of termination during the initial three-month grace period, we agreed to compensate CEOcast for the entire three-month period. Thereafter, if we deliver a notice of termination, we will only be liable to CEOcast for services rendered through the date of termination. To date we have issued an aggregate of 265,375 shares to CEOcast pursuant to the agreement.

Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information, as of March31, 2009 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Name and address of Beneficial Owner (1)	Common Stock Beneficially Owned (2)		Percentage of Common Stock (3)			Preferred Stock Beneficially owned		Percentage of Preferred Stock (4)			Percentage of Total Vote
Julianna Lu (5)		114,506,473		61.89	%		2,500,000		100	%		63.24	%

Xiao Fei Yu (6)		14,281,250		7.72	%		-		-			7.99	%

All officers and directors as a group (2 persons)							2,500,000		100	%

* Less than 1%

(1) Except as otherwise indicated, the address of each beneficial owner is c/o our business address at 101 Convention Center Drive, Suite 700, Las Vegas, NV 89107, r (b) our mailing address at 8E-C2, Global Trade mansion, No.9A GuangHua Road, Chaoyang District, Beijing Pr China, Tel: 86-10-6586-4770; Fax: 86-10-6586-4790;

(2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to the shares shown. Except where indicated by footnote and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all shares of voting securities shown as beneficially owned by them.

(3) Based on March 28, 2008, the issuer had a total of 185,007,060 outstanding shares of Common Stock.

(4) Based on 2,500,000 shares outstanding as of March28, 2008,.Each share of Series A preferred stock is entitled to two votes.

(5) Includes (a) options to purchase 2,500,000 shares of common stock at $0.10 per share that expire on June 1, 2009; (b) options to purchase 300,000 shares of common stock at $0.05 per share that expire on December 30, 2007; (c) options to purchase 500,000 shares of common stock at $0.05 per share that expire on April 30, 2008; (d) options to purchase 2,500,000 shares of common stock at $0.30 per share that expire on December 31, 2010; (e) warrants to purchase 1,500,000 shares of common stock at $0.20 per share; (f) warrants to purchase 10,000,000 shares of common stock at $0.10 that expire on December 10, 2011; (g) 10,000,000 warrants to purchase shares of common stock at $0.10 that expire on December 10, 2016; (h) 10,000,000 warrants to purchase shares of common stock at $0.l0 that expire on March 11, 2012; (i) 10,000,000 warrants to purchase shares of common stock at a price of $0.20 that expire on March 11, 2017; (j) 1,250,000 warrants to purchase shares of preferred stock at $0.15 that expire on December 28, 2008; (k) a total of 114,506,473 common stocks which include with1). a total of 67,506,473 common stocks owns, 2) a total of 5,500,000 common stocks option as listed as above, 3). additional a total of 41,500,000 common stocks warrants as listed as above.

(6) Includes (a) options to purchase 250,000 shares of common stock at $0.20 per share that expire on July 9, 2007; (b) options to purchase 1,000,000 shares of common stock at $0.20 per share that expire on December 3, 2008; and (c) warrants to purchase 400,000 shares of common stock at $0.20 per share that expire on September 18, 2011, (d) Based on March28 2008 the issuer has a total of 9,881,250 common stocks, plus a total of 4,400,000 common stocks options/warrants as listed as above.

Item 12. Certain Relationships and Related Transactions.

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.

The Company has received advances/funds/loans from two major shareholders which bear interest at 10% per annum with no specific repayment terms. The tables below detail transactions during the twleve months ended December 31, 2008. The amounts outstanding loan were $2,085,508 as at December 31 2008 (2007 - $1,271,932) which are due to Julianna Lu, the Company’s CEO/Founder/Chairwoman for a total of $1,630,489 (2007 - $974,447) and also due to Xiaofei Yu, the Company’s Vice Chairman for or a total of $455,018 ($297,484). Accrued interest expense to directors and shareholders for the Years ended December 31, 2008 and 2007 was $171,311 and $102,032, respectively.

The table below details transactions related to the loan payable to the Company's Chairman, 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

The table below details transactions related to the loan payable to the Company's Vice Chairman/Xiaofei Yu during the year ended December 31, 2008:

Beginning balance payable, December 31, 2007	$	297,484
Accrued management fees		120,000
Accrued interest		37,354
Advances from Vice Chairman		-
Ending balance payable, December 31, 2008	$	455,018

Item 13. Exhibits.

Exhibit Number		Description
3.01		Articles of Incorporation of the A E&E Pharma Corporation (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

3.02		Certificate of Amendment to Articles of Incorporation, changing name to China Health Holding, Inc. (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

3.03		Certificate of Amendment to Articles of Incorporation increasing the Company’s authorized shares of common stock (Incorporated by reference to the Company’s 10-QSB filed with the Securities and Exchange Commission on May 12, 2005)

3.04		Bylaws (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

3.05		Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock, filed with the State of Nevada on February 21, 2006. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 28, 2006)

3.06		Amendment to Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock, filed with the State of Nevada on June 19, 2006. (filed herewith)

10.01		Purchase Agreement, dated May 1, 2004, between A E&E Pharma Corporation, Julianna Lu and Xiao Fei Yu (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.02		Amended and Restated Intellectual Property Purchase Agreement, dated August 8, 2004, between China Health Holding, Inc., Julianna Lu and Xiao Fei Yu (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.03		Amended and Restated Intellectual Property Purchase Agreement dated as of March 22, 2005 between China Health Holding, Inc., Xiao Fei Yu and Fei Yu (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 28, 2005)

10.04		Exclusive Licensing Agreement for 19 Cordyceps Products, dated March 9, 2004, between Hotway Nutraceutical Canada Co., Ltd. and A E&E Pharma Corporation (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.05		Exclusive Licensing Agreement for De-Daibe and Depressor Herbs, dated March 9, 2004, between Hotway Nutraceutical Canada Co., Ltd. and A E&E Pharma Corporation (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.06		Manufacturing Agreement, dated December 18, 2005, between Canadian Phytopharmaceuticals Corp. and China Health World Trade Corporation (filed herewith)

10.07		Manufacturing Agreement, dated April 8, 2004, between A E&E Pharma Corporation and GFR Pharma, Ltd. (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.08		Lease Agreement, dated May 11, 2004, between A E&E Pharma Corporation and Insignia Corporate Establishments (Eight) Inc. (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.9		Executive Management Services Agreement, dated June 1, 2004, between China Health Holding, Inc. and Julianna Lu (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.10		Director Services Agreement, dated May 26, 2004, between China Health Holding, Inc. and Xiao Fei Yu (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.11		Consulting Services Agreement, dated June 8, 2004, between China Health Holding, Inc. and Xiao Fei Yu (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.12		Director Consulting Services Agreement, dated July 8, 2004, between China Health Holding, Inc. and Dick Wu (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.13		Management Services Agreement, dated July 9, 2004, between China Health Holding, Inc. and Kenneth Douglas (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.14		Consulting Agreement, dated August 8, 2004, between China Health Holding, Inc. and National Media Associates (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.15		Amendment No. 1 to Consulting Agreement, dated September 6, 2004, between China Health Holding, Inc. and National Media Associates (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on September 16, 2004)

10.16		Letter Agreement, dated November 2, 2004, amending the Exclusive Licensing Agreement for 19 Cordyceps Products and the Exclusive Licensing Agreement for De-Daibe and Depressor Herbs between Hotway Nutraceutical Canada Co., Ltd. and A E&E Pharma Corporation (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on November 22, 2004)

10.17		Lease Agreement, dated October 20, 2004, between China Health Holding, Inc. and Insignia Office Centers (Vancouver), Inc. (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on November 22, 2004)

10.18		Management Consulting Agreement, dated November 8, 2004, between China Health Holding, Inc. and Dr. Wu, Xiannan (David Woo) (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on November 22, 2004)

10.19		Amendment dated October 3, 2004 to Director Consulting Agreement between China Health Holding, Inc. and Dick Wu (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on November 22, 2004)

10.20		Amendment dated October 6, 2004 to Management Consulting Agreement between China Health Holding, Inc. and Xiao Fei Yu (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on November 22, 2004)

10.21		Management Consulting Services Agreement, dated November 16, 2004, between China Health Holding, Inc. and James H. Simpson (Incorporated by reference to the Company’s registration statement on Form SB-2 (File No. 333-119034), filed with the Securities and Exchange Commission on November 22, 2004)

10.22		Executive Management Services Agreement dated April 28, 2005 with Julianna Lu (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2005)

10.23		IR Consulting Services Agreement dated May 1, 2005 with Bevitor Holding Ltd. and James Simpson (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2005)
10.24		Consulting Agreement dated May 1, 2005 with Dick Wu (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2005)

10.25		Purchasing Agreement for 108 100% Natural Taoist Herbal Medicinal Products, Formulas and Ownership entered into on March 22, 2005 between China Health Holding, Inc., Xiao Fei Yu and Fei Yu (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 28, 2005)

10.26		Consulting Agreement dated June 9, 2005 with CEOcast, Inc. (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2005)

10.27		The China Health Holding, Inc. Incentive Stock Plan effective June 21, 2005. (Incorporated by reference to the Company’s Registration Station on Form S-8 filed with the Securities and Exchange Commission on June 24, 2005)

10.28		Letter of Intent entered into as of January 16, 2006 by and between China Health Holding, Inc. and with WangJing Hospital and WangJing Hospital of China Academy of Chinese Medical Sciences. (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2006)

10.29		Letter of Intent effective as of February 28, 2006 by and between China Health Holding, Inc. and Shaanxi WanAn Pharmaceutical Co. Ltd. (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2006)

10.30		Letter of Intent entered into as of April 16, 2006 by and between China Health Holding, Inc. and Henan Tiankang Pharmaceuticals Ltd. (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2006)

10.31		Letter of Intent dated as of May 2, 2006 by and between China Health Holding, Inc. and Shannxi Meichen Pharmaceuticals, Ltd. (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2006)

10.32		Letter of Intent dated as of June 22, 2006 by and between China Health Holding, Inc. and Furen Pharmaceuticals Group Co., Ltd. (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2006)

10.33		Acquisition Definitive Agreement by and among Henan Furen Huaiqingtang Pharmaceuticals Co. Ltd. and Henan Furen Pharmaceutical Group Co. Ltd. and the shareholders of Henan Furen Huaiqingtang Pharmaceutical dated as of August 7, 2006 (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2006)

10.34		Acquisition Definitive Agreement by and among China Health Holdings, Inc., Shaanxi Meichen Pharmaceuticals Co. Ltd., Chen Meiying and the shareholders of Shaanxi Meichen Pharmaceutical Co. Ltd dated as of September 3 and September 7, 2006 (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2006)

10.35		Letter of Intent dated as of October 11, 2006 by and between China Health Holding, Inc. and BeiJing Boran Pharmaceutical Co. Ltd. (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2006)

10.36		Letter of Intent dated as of November 28, 2006 by and between China Health Holding, Inc. and Xi'an Chunhui Pharmaceuticals Co. Ltd. (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2006)

10.37		Acquisition Definitive Agreement by and between China Health Holding, Inc. and Xi'An Meichen Pharmaceutical Co. Ltd. dated as of January 1, 2007 (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2007)

10.38		Binding Memorandum of Understanding entered into as of January 12, 2007 by and among China Health Holdings, Inc., Beijing Jifatang Chinese Medicine Research Institute and Beijing Jifatang Chinese Medicine Research & Development Institution (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2007)

10.39		Corporate Development Consulting Services Agreement by and between China Health Holding, Inc. and Julianna Lu dated as of January 9, 2007. (filed herewith)

10.40		Corporate Development Consulting Services Agreement by and between China Health Holding, Inc. and Xiao Fei Yu dated as of February 9, 2007. (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2007)

10.41		Corporate Development Consulting Services Agreement by and between China Health Holding, Inc. and Dr. Zheng -Lun Fan dated as of February 9, 2007. (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2007)

14.1		Code of Ethics

31.1		Certification by Chief Executive Officer/Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification by Chief Executive Officer/Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

3.4		Certificate of Amendment to Articles of Incorporation, changing the Company’s name to China Holdings, Inc. (Incorporated by reference to the Company’s 8-K filed with the Securities and Exchange Commission on May 8, 2008)
3.5		Certificate of Amendment to Articles of Incorporation increasing the Company’s authorized shares of common stock (Incorporated by reference to the Company’s 8-K/A filed with the Securities and Exchange Commission on February 29, 2008)

3.7		Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock, filed with the State of Nevada on February 21, 2006. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 28, 2006)

10.6		Manufacturing Agreement, dated December 18, 2005, between Canadian Phytopharmaceuticals Corp. and China Health World Trade Corporation (Incorporated by reference to the Company’s Form 10-KSB filed with the Securities and Exchange Commission on April 3, 2007)

10.37		Acquisition Definitive Agreement by and between China Health Holding, Inc. and Xi'An Meichen Pharmaceutical Co. Ltd. dated as of January 1, 2007 (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2007)

10.38		Binding Memorandum of Understanding entered into as of January 12, 2007 by and among China Health Holdings, Inc., Beijing Jifatang Chinese Medicine Research Institute and Beijing Jifatang Chinese Medicine Research & Development Institution (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2007)

10.39		Corporate Development Consulting Services Agreement by and between China Health Holding, Inc. and Julianna Lu dated as of January 9, 2007. (Incorporated by reference to the Company’s 10-KSB filed with the Securities and Exchange Commission on April 3, 2007)

10.40		Corporate Development Consulting Services Agreement by and between China Health Holding, Inc. and Xiao Fei Yu dated as of February 9, 2007. (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2007)

10.41		Corporate Development Consulting Services Agreement by and between China Health Holding, Inc. and Dr. Zheng -Lun Fan dated as of February 9, 2007. (Incorporated by reference to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2007)

10.42		Marketing Services Agreement dated February 1, 2008 between China Holdings, Inc. and Wall Street Reporter Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2008)

10.43		Executive Employment and Service Contract dated as of December 18, 2007 by and between China Holdings, Inc. and Charles Y. Fu (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2007)

10.44		Acquisition Transaction Agreement dated November 30, 2007 by and among China Holdings, Inc. and Tong Ren Kai Yu Minerals Co., Ltd, Tong Ren Shi BaHuangZhen NeShao Pb-Zn-P Minderals Plant and Gui Zhou FuRuiDe Minerals Co., Ltd. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 10, 2007)

10.45		LongHua Biomass Energy Power Plant Project Investment and Construction Agreement dated October 10, 2007 between LongHua government, Beijing JinRenTaiHe Trade Ltd. and China Power Inc. (Incorporated by reference to the Company’s 10-QSB filed with the Securities and Exchange Commission on October 19, 2007)

10.46		Taihu Biomass Energy Power Plant Project Investment Construction Agreement dated October 28, 2007 between China Anhui Taihu Government and China Power Inc. (Incorporated by reference to the Company’s 10-QSB filed with the Securities and Exchange Commission on October 19, 2007)

10.47		Acquisition Purchase Agreement between China Holdings, Inc. and Tong RenKaiYu Minerals, Co. Ltd. dated October 27, 2007 (Incorporated by reference to the Company’s 10-QSB filed with the Securities and Exchange Commission on October 19, 2007)

10.48		Agreement for Cooperation between Con Yang County Government and China Power, Inc. dated October 29, 2007 (Incorporated by reference to the Company’s 10-QSB filed with the Securities and Exchange Commission on October 19, 2007)

11.1		China Power, Inc. - 2000 MW - 2 Wind Power Plants/Projects with Inner Mongolia Government PR China in Septermber 2008 as reference to the Company’s Form 8-K filed with the Securities and Exchange Commission in September 2008 Amended and Restated Intellectual Property Purchase Agreement dated as of March 22, 2005 between China Health Holding, Inc., Xiao Fei Yu and Fei Yu (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 28, 2005)

11.2		China Power, Inc. – 400 Square KM Lands Contract for 2000 MW 2 Wind Power Plants/Projects with Inner Mongolia Government PR China in November 2008 as reference to the Company’s Form 8-K filed with the Securities and Exchange Commission in November 2008.

11.3		China Holdings’s Land Contract - 800 Square KM Lands Contract with Inner Mongolia Government PR China in Febuary 2009 as reference to the Company’s Form 8-K filed with the Securities and Exchange Commission in March 2009.

14.1		Code of Ethics: view via www.chinaholding.net

21.1		List of 3 Subsidiaries, include: China Power, Inc., China Minerals Holdings, Inc. and China Health Holdings, Inc.

31.1		Section 302 Certification of Principal Executive Officer

31.2		Section 302 Certification of Principal Accounting Officer

32.1		Section 302 Certification of Principal Executive Officer

32.2		Section 302 Certification of Principal Accounting Officer

Item 14. Principal Accountant Fees and Services.

The following sets forth fees billed to us by our auditors during the fiscal years ended December 31, 2008 and 2007 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.

Audit Fees

The aggregate fees billed for professional services rendered by our principal accountants for the audit of our financial statements, for the reviews of the financial statements included in our annual report on Form 10-KSB/10-K, and for other services normally provided in connection with statutory filings were $65,968.89 and $57,500 for the years ended December 31, 2007 and December 31, 2008, respectively.

Audit Related Fees

We incurred fees of $10,418 for the year ended December 31, 2007 and $13,750 for the year ended December 31, 2008 approximately, respectively, for professional services rendered by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and not included in "Audit Fees."

All Other Fees

We did not incur any other fees for professional services rendered by our principal accountants during the years ended December 31, 2008 and December 31, 2007.

Audit Committee Pre-Approval Policies and Procedures

The Company currently does not have a designated Audit Committee, and accordingly, the Company’s Board of Directors’ policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company’s Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, and In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHINA HOLDINGS, INC.

Date: April10, 2009	By:	/s/ Julianna Lu
		Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer and Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, and In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/Julianna Lu	Chairman of the Board of Directors	Date: April10, 2009
Julianna Lu	Chief Executive Officer, and Chief
	Financial Officer

/s/ Xiao Fei Yu	Vice Chairman and Director	Date: April10, 2009
Xiao Fei Yu

CHINA HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS

(2008 Annual Consolidated Financial Statement)

	Page
Reports of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheet as of December 31, 2008		F-3

Consolidated Statements of Losses for the years ended December 31, 2008 and 2007
and the period April 3, 2002 (date of inception) to December 31, 2008		F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007 (audited)
and the period April 3, 2002 (date of inception) to December 31, 2008		F-5

Consolidated Statement of Deficiency in Stockholders' Equity for the period
April 3, 2002 (date of inception) to December 31, 2008		F-6

Notes to Consolidated Financial Statements		F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

China Holdings, Inc. and Subsidiaries

We have audited the accompanying balance sheet of China Holdings Inc. and Subsidiaries (a development stage enterprise) as of December 31, 2007 and the related statements of operations, changes in stockholders' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

The cumulative statements of operations, changes in stockholder's deficit and cash flows for the period April 3, 2002 to December 31, 2007 include amounts for the period April 3, 2002 to December 31, 2006, which were audited by other auditors whose reports included an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern. Our opinion, insofar as it relates to the amounts included for the period January April 3, 2002 to December 31, 2006, is based solely on the report of the other auditors. The other auditors’ reports, dated various dates, expressed unqualified opinions and included explanatory paragraphs regarding the Company’s ability to continue as a going concern. The other auditors reports have been furnished to us, and our opinion, insofar as it related to the amounts included for such prior periods, is based solely on the reports of other auditors. The consolidated financial statements for the period January April 3, 2002 to December 31, 2006 reflect a development stage net loss.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China Holdings, Inc. and Subsidiaries as of December 31, 2007 and the results of its operations and its cash flows for the year then ended and for the period from January April 3, 2002 through December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2a to the financial statements, the Company has incurred significant losses since inception. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans, with respect to these matters are also described in Note 2a to the financial statements. The financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

/s/ Sherb & Co., LLP

----------------------------

Sherb & Co., LLP

Certified Public Accountants

April 10, 2008

New York, New York

F-1

RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP

CERTIFIED PUBLIC ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

China Health Holding, Inc.

Vancouver, British Columbia

We have audited the accompanying consolidated balance sheet of China Health Holding, Inc. (a development stage company) as of December 31, 2006 and the related consolidated statements of losses, deficiency in stockholders' equity, and cash flows for the year ended December 31, 2006. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on the financial statements based upon our audits.

We have conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China Health Holding, Inc. (a development stage company) at December 31, 2006 and the results of its operations and its cash flows for the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. We express no opinion on the cumulative period from inception through December 31, 2006.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the Note 2 to the accompanying financial statements, the Company is in the development stage and has not established a source of revenues. This raises substantial doubt about the company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP

Russell Bedford Stefanou Mirchandani LLP

New York, New York

April 2, 2007

F-2

CHINA HOLDING INC.

(a development stage company)

CONSOLIDATED BALANCE SHEETS

	December 31			December 31,
	2008			2007
				audited

ASSETS

CURRENT ASSETS
Cash	$	252		$	9,958
Prepaid expenses and other current assets		24,812			6,723
Total current assets		25,064			16,681

Property ansd equipment, net		8,135			11,622
Intangible assets		3			3

TOTAL ASSETS	$	33,202		$	28,306

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	94,978		$	72,110
Due to related parties		2,085,508			1,271,932
Total current liabilities		2,180,486			1,344,042

Commitments and Contingencies
Stockholders' Deficit:
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 1,250,000 and 1,250,000 shares issued and outstanding		1,250			1,250
Common stock, $0.001 par value, 2,000,000,000 shares authorized 186,400,000 and 180,607,060 shares issued and outstanding		186,600			180,607
Additional paid-in capital		16,804,348			15,363,037
Deficit accumulated during the development stage		(19,076,301	)		(16,797,449	)
Accumulated other comprehensive loss		(63,181	)		(63,181	)
Total Stockholders’ Deficit		(2,147,285	)		(1,315,736	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	33,202		$	28,306

See Notes to Consolidated Financial Statements.

F-3

CHINA HOLDING INC.

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

							Cumulative
							results of
	For the			For the			operations from
	Year			Year			April 3, 2002
	Ended			Ended			(Inception)
	December 31			December 31			December 31
	2008			2007			2008
				audited

Sales	$	-		$	-		$	8,976
Cost of goods sold		-			-			245

Gross profit		-			-			8,731

Expenses:
Advertising and promotion		25,205			45,438			192,536
Amortization of intangible assets		-			-			7,125
Consulting fees		61,263			1,211,474			4,214,563
Stock issued for failed acquisition		-			1,415,000			1,415,000
Depreciation		3,486			3,448			16,102
Interest and bank charges		171,869			102,805			462,268
Investor relations		180,522			162,194			474,195
Management fees		503,079			1,159,288			3,867,711
Office		9,323			16,337			110,272
Professional fees		80,281			244,629			1,126,145
Rent		21,352			28,310			124,558
Research and development		-			-			1,743,593
Stock based compensation		1,215,729			3,214,457			5,193,051
Travel		6,301			13,888			59,013
Vehicle		-			5,258			31,049
Total expenses		2,278,412			7,622,526			19,037,183

Net loss from operations		(2,278,412	)		(7,622,526	)		(19,028,452	)

Other income (expenses)
Foreign exchange gain or loss		(440	)		4,054			38,601
Impairment loss-licensing rights		-			-			(182,874	)
Debt forgiveness income		-			14,400			96,423
Total other income (expenses)		(440	)		18,454			(47,850	)

Net loss	$	(2,278,852	)	$	(7,604,072	)	$	(19,076,301	)

Basic net loss per share	$	(0.01	)		(0.04	)

Weighted average number of common basic and diluted shares outstanding		185,500,888			114,121,334

The components of other comprehensive loss
Net loss	$	(2,278,852	)		(7,604,072	)
Foreign currency translation adjustment		-			(3,262	)

Comprehensive loss	$	(2,278,852	)		(7,607,334	)

See Notes to Consolidated Financial Statements.

F-4

CHINA HOLDING INC.

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

							Cumulative
							results of
	For the			For the			operations from
	Year			Year			April 3, 2002
	Ended			Ended			(Inception)
	December 31			December 31			December 31
	2008			2007			2008
				audited
OPERATING ACTIVITIES
Net loss	$	(2,278,852	)	$	(7,604,072	)	$	(19,076,301	)

Adjustments to reconcile net loss to cash used
in operating activities:
Accrued interest					-			181,570
Amortization of intangible assets					-			7,125
Amortization of deferred compensation					153,942			153,942
Stock options expense		1,268,263			338,180			2,169,053
Depreciation		3,486			3,448			16,102
Impairment loss-licensing rights					-			182,874
License rights					-			1,359,999
(Gain) loss on settlement of debt and issuance of shares					(14,400	)		(104,924	)
Issuance of shares to settle debt and cover financing					-			-
Non cash expenses paid with shares		179,041			-			3,382,631
Non cash interest paid with shares					326,360			326,360
Stock-based compensation		-			1,614,537			3,319,191
Warrant issued for Compensation					2,876,277			3,639,142
Stock issued for failed acquisition					1,415,000			1,415,000
Changes in operating assets and liabilities								-
Prepaid expenses and other current assets		(18,089	)		91,036			126,322
Accounts payable and accrued liabilities		22,868			37,103			103,358
Net cash used in operating activities		(823,282	)		(762,589	)		(2,798,557	)

INVESTING ACTIVITIES
Purchase of equipment		-			(4,701	)		(4,701	)
Purchase deposit for acquisition of companies		-			-			(19,536	)
Net cash used in investing activities		-			(4,701	)		(24,237	)

FINANCING ACTIVITIES
Proceeds from issuance of common stock					50,000			50,000
Net advances from shareholders		813,576			730,510			2,836,225
Net cash provided by financing activities		813,576			780,510			2,886,225

EFFECT OF EXCHANGE RATE CHANGES					(3,262	)		(63,180	)

NET (DECREASE) INCREASE IN CASH		(9,706	)		9,958			252

CASH, BEGINNING OF PERIOD		9,958			-			-

CASH, END OF PERIOD	$	252		$	9,958		$	252

Supplemental disclosures of cash flows information:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

Non-cash financing activities:
Settlement of debt in common stock	$	-		$	320,000
	$	-		$	-

See Notes to Consolidated Financial Statements.

F-5

CHINA HOLDING INC.

(a development stage company)

CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS

																	Deficit
																	Accumulated			Accumulated
											Additional			Deferred			During			Other
	Preferred Stock				Common Stock						Paid-in			Compensation			Development			Comprehensive
	Shares		Amount		Shares			Amount			Capital			(Restated)			Stage			Loss			Total

Balance, April 3, 2002		-	$	-		-		$	-		$	-		$	-		$	-		$	-		$	-

Issued for cash at average of $0.0026 per share in June 2002						22,895,000			22,895			35,805			-			-			-			58,700
Net loss for the period						-			-			-			-			(71,673	)		-			(71,673	)
Currency translation adjustment						-			-			-			-			-			532			532

Balance, December 31, 2002		-		-		22,895,000			22,895			35,805			-			(71,673	)		532			(12,441	)

Issued for cash at an average of $0.013 per share in November 2003						2,530,000			2,530			29,770			-			-			-			32,300
Issued for debt at an average of $0.01 per share in November 2003						3,650,000			3,650			32,850			-			-			-			36,500
Issued for consulting services at an average price of $0.076 per share in December 2003						90,000			90			6,760			-			-			-			6,850
Net loss						-			-			-			-			(149,673	)		-			(149,673	)
Currency translation adjustment						-			-			-			-			-			(10,590	)		(10,590	)

Balance, December 31, 2003		-		-		29,165,000			29,165			105,185			-			(221,346	)		(10,058	)		(97,054	)
																								-
Issued for cash at an average of $0.10 per share						1,356,700			1,357			129,464			-			-			-			130,821
Issued for debt at $0.06 per share in February 2004						310,000			310			18,490			-			-			-			18,800
Issued for consulting, professional and other services at an average price of $0.25 per share in August 2004						1,791,000			1,791			453,374			(203,125	)		-			-			252,040
Issued for consulting, professional and other services at an average price of $0.22 per share in October 2004						375,000			375			80,625			-			-			-			81,000
Issued for consulting, professional and other services at an average price of $0.21 per share in November 2004						65,000			65			13,585			-			-			-			13,650
Issued for intellectual property (Note 3) in May 2004						2,200,000			2,200			189,107			-			-			-			191,307
Issued for licensing rights (Note 3) in November 2004						760,000			760			189,240			-			-			-			190,000
Exercise of options an average of $0.13 per share in August 2004						500,000			500			64,500			-			-			-			65,000
Stock based compensation						-			-			1,050,000			(140,625	)		-			-			909,375
Net loss						-			-			-			-			(2,098,276	)		-			(2,098,276	)
Currency translation adjustment						-			-			-			-			-			(1,204	)		(1,204	)

Balance, December 31, 2004		-		-		36,522,700			36,523			2,293,570			(343,750	)		(2,319,622	)		(11,262	)		(344,541	)

Issued for cash at an average of $0.25 per share in February 2005						1,080,000			1,080			268,920			-			-			-			270,000
Issued for intellectual rights at $0.30 per share in March 2005						4,500,000			4,500			1,345,500			-			-			-			1,350,000
Issued for consulting at an average of $0.31 per share in May 2005						400,000			400			123,600			-			-			-			124,000
Issued for consulting at an average of $0.31 per share in July 2005						1,190,000			1,190			367,710			(257,514	)		-			-			111,386
Issued for consulting at an average of $0.31 per share in Sep. 2005						786,690			787			243,087			-			-			-			243,874
Issued for consulting at an average of $0.31 per share in Oct. 2005						315,000			315			97,335			-			-			-			97,650
Issued for consulting at an average of $0.31 per share in Dec. 2005						1,876,210			1,876			560,565			-			-			-			562,441
Issued to settle debt at $0.15 per share in December 2005		1,000,000		1,000		-			-			149,000			-			-			-			150,000
Issued to settle debt at $0.17 per share in December 2005						277,753			278			46,940			-			-			-			47,218
Exercise of options at $0.10 per share in December 2005						348,578			348			34,510			-			-			-			34,858
Stock based compensation						-			-			344,667			-			-			-			344,667
Finder's fee paid						-			-			(25,000	)		-			-			-			(25,000	)
Shares cancelled at $0.25 per share						(700,000	)		(700	)		(174,300	)		175,000			-			-			0
Amortize deferred compensation						-			-			-			168,750			-			-			168,750
Net loss						-			-			-			-			(3,676,679	)		-			(3,676,679	)
Currency translation adjustment						-			-			-			-			-			(42,401	)		(42,401	)

Balance, December 31, 2005		1,000,000		1,000		46,596,931			46,597			5,676,104			(257,514	)		(5,996,301	)		(53,663	)		(583,777	)

Issued for deferred compensation at an average price of $0.129 per share in January 2006						1,134,710			1,135			146,030			(147,165	)		-			-			-
Issued for deferred compensation at an average price of $0.141 per share in February 2006						540,000			540			75,960			(76,500	)		-			-			-
Issued for consulting, professional and other services at an average price $0.137 per share in February 2006						100,000			100			10,900			-			-			-			11,000
Stock dividend 1 for 4 in February 2006		250,000		250		12,170,419			12,170			(12,420	)		-			-			-			-
Issued for consulting, professional and other services at an average price $0.102 per share in April 2006						950,000			950			96,300			-			-			-			97,250
Issued for consulting, professional and other services at an average price $0.10 per share in May 2006						250,000			250			24,750			-			-			-			25,000
Issued for consulting, professional and other services at an average price $0.095 per share in June 2006						750,000			750			70,500			-			-			-			71,250
Stock issued as donation at $0.03 per share in September 2006						100,000			100			2,900			-			-			-			3,000
Stock issued for deferred compensation $0.033 per share in September 2006						3,150,000			3,150			120,225			(123,375	)		-			-			-
Issued for consulting, professional and other services at an average price $0.039 per share in September 2006						2,665,000			2,665			98,785			-			-			-			101,450
Issued for prepaid expenses in September						400,000			400			11,600			-			-			-			12,000
Stock issued to settle debt at average price $0.03 per share in October 2006						10,000,000			10,000			290,000			-			-			-			300,000
Issued for consulting, professional and other services at an average price $0.036 per share in October 2006						500,000			500			15,250			-			-			-			15,750
Issued for prepaid expenses in October 2006						3,000,000			3,000			108,000			-			-			-			111,000
Stock issued to settle debt at average price $0.025 per share in November 2006						1,750,000			1,750			42,000			-			-			-			43,750
Issued for consulting, professional and other services at an average price $0.025 per share in November 2006						7,585,000			7,585			182,040			-			-			-			189,625
Stock issued to settle debt at average price $0.025 per share in December 2006						1,700,000			1,700			40,800			-			-			-			42,500
Issued for consulting, professional and other services at an average price $0.025 per share in December 2006						14,280,000			14,280			345,470			-			-			-			359,750
Cancellation of stock and associated dividend						(875,000	)		(875	)		(174,125	)		-			-			-			(175,000	)
Stock options compensation						-			-			562,609			-			-			-			562,609
Amortization of deferred expense						-			-			-			450,612									450,612
Issue of warrants for services						-			-			762,865			-									762,865
Net loss						-			-			-			-			(3,197,076	)		-			(3,197,076	)
Currency translation adjustment						-			-			-			-			-			(6,256	)		(6,256	)

Balance, December 31, 2006		1,250,000		1,250		106,747,060			106,747			8,496,543			(153,942	)		(9,193,377	)		(59,919	)		(802,698	)

Issued for consulting, professional and other services at an average price $0.045 per share in 2007						35,376,400			35,376			1,579,161												1,614,537
Issued for assets/acquisition payments deposits at an average price $0.07 per share in 2007						20,200,000			20,200			1,394,800												1,415,000
Cancellation of stock and associated dividend						(1,496,400	)		(1,496	)		1,496												0
Issued to settle debt at an average price $0.059 per share in 2007						5,400,000			5,400			314,600												320,000
Issued to purchase via PP /144 rules at $0.050 per share in November 2007						1,000,000			1,000			49,000												50,000
Issued to cover loss for financing for the company at an average price 0.024 per share in 2007						13,380,000			13,380			312,980												326,360
Grant of stock options for services												338,180												338,180
Amortization of deferred expense															153,942									153,942
Grant of warrants for services												2,876,277												2,876,277
Net loss																		(7,604,072	)					(7,604,072	)
Currency translation adjustment																					(3,262	)		(3,262	)

Balance, December 31, 2007		1,250,000	$	1,250		180,607,060		$	180,607		$	15,363,037		$			$	(16,797,449	)	$	(63,181	)	$	(1,315,736	)

Issued for consulting, professional and other services at an average price $0.03 per share in January 2008						4,000,000			4,000			116,000												120,000
Issued for consulting, professional and other services at an average price $0.04 per share in June 2008						400,000			400			15,600												16,000
Reinstatment of stock and associated dividend in April 2008 previously cancelled in June 2006						875,000			875			34,125												35,000
Issued for consulting, professional and other services at an average price $0.011 per share in June 2008						717,940			718			7,323												8,041
Grant of stock options for services												1,215,728												1,215,728
Grant of warrants for services												52,534												52,534
Net loss																		(2,278,852	)					(2,278,852	)
Currency translation adjustment																					-			-

Balance, December 31, 2008		1,250,000	$	1,250		186,600,000		$	186,600		$	16,804,348		$	0		$	(19,076,301	)	$	(63,181	)	$	(2,147,285	)

See Notes to Consolidated Financial Statements.

F-6

CHINA HOLDINGS INC.

(a development stage company)

NOTES TO CONSOLIDATED UNAUDITED 2008 ANNUAL FINANCIAL STATEMENTS

FOR THE TWELVE (12) MONTHS ENDED DECEMBER 31, 2008

1. NATURE OF OPERATIONS

China Holdings Inc. (the "Company") was incorporated in the state of Nevada in the United States of America on April 3, 2002 as AE&E Pharma Corporation. The Company changed its name on May 25, 2004, to China Health Holding, Inc. On April 18, 2005, our common stock was approved for quotation on the OTC Bulletin Board under the symbol "CHHH." On May 1, 2007, the Company changed its name to China Holdings, Inc. The Company's common stock trades on the US over-the-counter bulletin board under the symbol "CHHL” as/until April 10, 2009 and The Company's new CUSIP number is 16942B 102. The Company's web site is www.chinaholding.net .

The Company has three wholly-owned subsidiaries: (i) China Power, Inc., (ii) China Minerals Holdings, Inc., and (iii) China Health Holdings, Inc.

On May 1, 2007, the Company’s wholly owned subsidiary, China Health World Pharmaceutical Corporation, amended its Articles of Incorporation to change its name to China Health Holdings, Inc. On May 9, 2007, the Company’s wholly owned subsidiary China Health World Trade Corporation amended its Articles of Incorporation to change its name to China Power, Inc. On January 7 th , 2008, the Company incorporated its third subsidiary as China Minerals Holdings, Inc., a Nevada corporation.

China Holdings is focusing on 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.

F-7

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

a. CONTROL BY PRINCIPAL STOCKHOLDERS

The Chairman /Founder/Chief Executive Officer/Julianna Lu owns beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the common stock of the Company. Accordingly, the chief executive officer has the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company's assets or business.

2. Basis of presentation

These condensed annual consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The annual results of operations are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2008. The Company’s financial statements contained herein are unaudited and, in the opinion of management, contain all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of financial position, results of operations and cash flows for the periods presented. The Company’s accounting policies and certain other disclosures are set forth in the notes to the consolidated annual audit financial statements contained in the Company’s Annual Report on Form 10-K for the year ending December 31, 2008. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a working capital deficiency of $1,327,361 (and an accumulated deficit of $16,797,449 and a stockholders’ deficit of $1,315,736 as December 31, 2007 and has incurred significant losses since inception. Further losses are anticipated in the development of its intended business plan. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected. Given the Company's limited operating history, lack of sales, and its operating losses, there can be no assurance that it will be able to achieve or maintain profitability. Accordingly, these factors raise substantial doubt about the Company’s ability to continue as a going concern.

China Holdings is a development stage company as described by Statements of the Financial Accounting Standards Board No. 7 (“SFAS 7.”) SFAS 7 states that a business is considered to be in the development stage if it is devoting substantially all of its efforts to establishing a new business and either of the following conditions exists:

1. Planned principal operations have not commenced.

2. Planned operations have commenced, but there has been no significant revenue there from.

The Company’s management believes the Company is a development stage entity as it is in the process of attempting to acquire assets, namely that of potential both identified and currently unidentified merger candidates, and is also exploring various forms of financing and capital structures in order to facilitate future acquisitions. The Company has considered SFAS 7 and has determined April 3, 2002, the inception date, to be the inception date of the development stage.

The Company will depend almost exclusively on outside capital to complete the development of its intellectual property, completion of its proposed projects and marketing of its projects. Such outside capital will include advances from the majority shareholder, proceeds from the sale of the company's common stock or preferred stock and may include borrowing from banks. There can be no assurance that capital will be available as necessary to meet these development costs or, if the capital is available, that it will be on terms acceptable to the Company.

F-8

The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current stockholders. Obtaining bank loans, assuming those loans would be available, will increase the Company's liabilities and future cash commitments.

a Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its three (3) wholly-owned subsidiaries, China Power, Inc., China Minerals Holdings, Inc. and China Health Holdings, Inc. Those subsidiaries have not yet commenced operations and have no significant assets, liabilities, revenues or expenses. All intercompany accounts have been eliminated in consolidation.

b Reclassifications

Certain reclassifications to the Company’s balance sheet and income statement have been made in 2008, in order for the 2009 financial statements to conform to the presentation of these financial statements. These reclassifications did not impact the Company’s total assets, total liabilities, net loss or stockholders deficit for the twelve (12) months ended December 31, 2008 and 2007, respectively.

c Property and equipment

Fixed assets are stated at cost. Depreciation is computed at the following rates over the estimated useful lives of the assets:

Computer - 30% declining balance

Furniture and fixtures - 20% declining balance

d Net loss per common share

Basic loss per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the earnings of the Company. The accompanying presentation is only of basic loss per share as the potentially dilutive factors are anti-dilutive to basic loss per share.

e Fair value of financial instruments

In accordance with the requirements of SFAS No.107, “ Disclosures about Fair Value of Financial Instruments”, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities including cash, accounts payable and amounts due to shareholders, approximate carrying value due to the short-term maturity of the instruments.

f Intangible assets

The Company has adopted the provision of the Statement of Financial Accounting Standards (“SFAS”) No.142, “Goodwill and Intangible Assets”, which revises the accounting for purchased goodwill and intangible assets. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized and are to be tested for impairment annually or whenever events or circumstances indicate that the estimated fair value is less than the related carrying value as determined on a reporting unit basis. The determination of any impairment would include a comparison of estimated future operating cash flows anticipated during the remaining life with the net carrying value of the asset as well as a comparison of the fair value to book value of the Company. Prior to the year ended December 31, 2006 Company management has determined that it is was not possible to estimate future cash flows from their intangible assets and accordingly these intangibles were reduced to a value of $1 per intangible for a total of $3 in intangible assets.

F-9

g Foreign currency translation

The Company’s functional currency is the Canadian dollar and Chinese Yuan Renminbi. The financial statements are translated to United States dollars in accordance with SFAS No. 52, “Foreign Currency Translation”, using period-end rates of exchange for assets and liabilities, and average rates of exchange for the year for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ deficit. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these consolidated financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

h Income taxes

The Company follows SFAS No. 109, “Accounting for Income Taxes”, using the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At December 31, 2008, a full deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded.

i Stock-based compensation

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123(R), "Share-Based Payment," under the modified prospective method. SFAS No. 123(R) eliminates accounting for share-based compensation transactions using the intrinsic value method prescribed under APB Opinion No. 25 "Accounting for Stock Issued to Employees," and requires instead that such transactions be accounted for using a fair-value-based method. Under the modified prospective method, the Company is required to recognize compensation cost for share-based payment to employees based on their grant date fair value from the beginning of the fiscal period in which the recognition provisions are first applied. For periods prior to adoption, the financial statements are unchanged, and the pro forma disclosures previously required by SFAS No. 123, as amended by SFAS No. 148, will continue to be required under SFAS No. 123(R) to the extent those amounts differ from those in the Statement of Operations.

During the years 2008 and 2007, the Company granted 70,322,247 and nil options, respectively to employees and consultants that were accounted for pursuant to SFAS No. 123(R) and 123, respectively.

During the years 2008 and 2007, the Company granted nil and 45,000,000 warrants, respectively to non-employees that were accounted for pursuant to SFAS No. 123(R) and 123, respectively.

See detailed discussion of stock based compensation in Note 7.

j Property, Plant and Equipment

k Acquisitions

F-10

l Comprehensive Income

m Foreign Currency Translation

n Impairment of Long-Lived Assets

o Subsidiaries Held for Sale

p Minority Interest

F-11

q Basic and Diluted Earnings per Share

r Revenue Recognition

j Recent accounting pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), " Business Combinations " ("SFAS 141No. (R),") which replaces SFAS No. 141, " Business Combinations " ("SFAS No. 141"). SFAS No. 141(R) retains the underlying concepts of SFAS 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting but SFAS No. 141(R) changed the method of applying the acquisition method in a number of significant aspects. Acquisition costs will generally be expensed as incurred; non-controlling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS No. 141(R) amends SFAS No. 109, "Accounting for Income Taxes," such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS No. 141(R) would also apply the provisions of SFAS No. 141(R). Early adoption is not permitted. The Company does not expect the adoption of SFAS No. 141(R) to have a material effect on its consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No. 160, " Non-controlling Interests in Consolidated Financial Statements. " SFAS No. 160 amends Accounting Research Bulletin No. 51, " Consolidated Financial Statements " and requires (i) classification of non-controlling interests, commonly referred to as minority interests, within stockholders' equity, (ii) net income to include the net income attributable to the non-controlling interest and (iii) enhanced disclosure of activity related to non-controlling interests. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of SFAS No. 160 will have a material effect on its consolidated financial statements.

F-12

In February 2008, the Financial Accounting Standards Board ("FASB") issued FSP No. SFAS 157-2, which delays the effective date of SFAS No. 157, " Fair Value Measurements, " for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Nonfinancial assets and nonfinancial liabilities would include all assets and liabilities other than those meeting the definition of a financial asset or financial liability as defined in paragraph 6 of SFAS No. 159, " The Fair Value Option for Financial Assets and Financial Liabilities ." This FASB Staff Position defers the effective date of Statement 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of FSP No. SFAS 157-2. We are currently evaluating the effects, if any, that FSP No. SFAS 157-2 may have on our consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position 142-3, Determination of the Useful Lives of Intangible Assets ("FSP 142-3"), which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB No. 142, Goodwill and Other Intangible Assets . The intent of FSP 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) and other U.S. generally accepted accounting principles. FSP No. 142-3 is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of FSP No. 142-3 to have a material effect on the consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, " The Hierarchy of Generally Accepted Accounting Principles " ("SFAS 162"). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. SFAS 162 is effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles." The adoption of this statement will not have an impact on the Company's consolidated financial statements.

In October 2008, the FASB, issued FSP No. SFAS 157-3 ("FSP 157-3"), " Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active. " FSP 157-3 clarifies the application of SFAS No. 157, "Fair Value Measurements," in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP157-3 is effective immediately, including prior periods for which financial statements have not been issued. The Company has adopted FSP 157-3 effective with the financial statements ended November 1, 2008. The adoption of this statement will not have an impact on the Company's consolidated financial statements.

3. TANGIBLE ASSETS

a. Land /Assets purchase agreements

800 Square Kilometers of Land for Real Estate Development in Inner Mongolia, PR China

On February 28, 2009, China Holdings, Inc. (the “Company”) has legally secured 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

F-13

China Holdings focuses on 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 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 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.

China Holdings, Inc.’s Ultimate Master Plan – Phase I - will consist of 100 Square Kilometers of land in Inner Mongolia, PR China. The Company’s objective is maximizing the value of every square meter of land to China Holdings & shareholders’ 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 “China-Las Vegas” City which China Holdings is developing now in Inner Mongolia PR China will generate multi-billion dollars revenues & assets annually in 1- 20 years like US Las Vegas City in 2006 – 2007 and will provide as A New World-“China-Las Vegas” City in China to the World.

China Power, Inc.

400 Square Kilometers Land for 2000 Megawatts Wind Power Plants Developme

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.

The Company has not recorded the tangible assets of the total 12,000 Sq KM lands/assets & the proprietary rights as fair-valued tangible assets yet as the year ending as December 31 2008, but will record the 12,000 Square KM lands/assets & the proprietary rights as fair-valued tangible assets after further Valuation for the Company’s 12,000 Square KM lands/assets/& the proprietary rights as fair-valued tangible assets in the Company’s 2 nd Quarter ending in 2009 Financial Statement/SEC Form 10Q in August, 2009.

b. Renewable Energy Power Plants/Assets purchase agreements

2000 Megawatts Wind Power Plants/Projects Assets purchase agreements

In September, 2008 , China Holdings, Inc. and its controlled subsidiary, China Power Inc. have 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.

F-14

250 Megawatts Bomass Power Plants/Projects Assets purchase agreements

The Company, via its controlled owned subsidiary China Power, has entered 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 Company, via its controlled owned subsidiary: 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.

The Company has not recorded the 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, but will record the recorded the total 2250 Megawatts Renewable Power Plants/ Assets as fair-valued tangible assets after further Valuations on the Company’s 2250 Megawatts Renewable Energy Power Plants/Projects/Assets Valuation in the Company’s 2 nd Quarter ending in 2009 Financial Statement/SEC Form 10Q in August, 2009.

c. PROPERTY AND EQUIPMENT

	December 31,
	2008			2007
Computer Equipment	$	20,846		$	20,846
Furniture & Fixtures		3,392			3,392
Less: accumulated depreciation		(16,102	)		(12,616	)
	$	8,135		$	11,622

Depreciation expense amounted to $3,448 and $4,262 for the years ended December 31, 2008 and 2007, respectively.

4. INTANGIBLE ASSETS

a. Pharmaceutical Assets purchase agreements

Pursuant to an asset purchase agreement dated May 1, 2004, the Company acquired from the Company’s President, who is a majority shareholder, proprietary rights and formulas to the 26 natural herbal medicinal products that comprise the King of Herbs and Taoist Medicine product lines. The Company recorded the cost of the proprietary rights and formulas as intangible assets at the historical cost basis of $1. The excess of the purchase price over the historical cost basis of the intangible assets of $366,306 was expensed as research and development costs during the year ended December 31, 2004.

F-15

Pursuant to an asset purchase agreement dated March 22, 2005, the Company acquired from the Company’s shareholders intellectual property rights to 108 “100% Natural Taoist Herbal Medicinal Products”. The Company has recorded the cost basis of these property rights at the historical cost basis of the shareholders of $1. The excess of the purchase price over the carrying value of the intangible assets totaling $1,359,999 was expensed as research and development costs during 2005.

b. Nutraceuticals Products Licensing rights agreement

During the fiscal year 2004, the Company entered into various agreements with Hotway Nutraceuticals Canada Co., Ltd. (“Hotway”), a British Columbia company. The intangible assets acquired from Hotway were written down to $1 during 2004.

5. Unregistered Sales of Equity Securities TO MAJOR SHAREHOLDERS

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.

F-16

6. DUE TO MAJOR SHAREHOLDERS

The table below details transactions related to the loan payable to the Company's Chairman, 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

The table below details transactions related to the loan payable to the Company's Vice Chairman/Xiaofei Yu during the year ended December 31, 2008:

Beginning balance payable, December 31, 2007	$	297,484
Accrued management fees		120,000
Accrued interest		37,354
Advances from Vice Chairman		-
Ending balance payable, December 31, 2008	$	455,018

7. CAPITAL STOCK

Treasure Position

The total authorized capital of the Company consists of 2,000,000,000 voting common shares with a $0.001 par value and 20,000,000 preferred shares with a $0.001 par value. On March 28, 2005, the Company increased the authorized common shares from 55,000,000 shares to 300,000,000 shares. On February 22, 2008, the Company increased the authorized common shares from 300,000,000 shares to 2,000,000,000 shares.

Preferred Stocks Issued

On February 21, 2006, the Company filed a Certificate of Designation, Powers Preferences and Rights of Series A preferred stock which authorized the Company to issue up to 1,000,000 shares of Series A preferred stock with a par value of $0.001 per share. The Series A preferred stock has a stated value of $0.15 per share and a liquidation preference over the Company’s common stock. Holders of Series A preferred stock are entitled to two votes for each share of Series A preferred stock owned. Each share of Series A preferred stock is convertible, at the option of the holder, into two shares of common stock, commencing two years after the date of issuance, provided the market price of the common stock is not below $1.00 per share. Additionally, if prior to two years from the date of issue, there is a sale or other disposition of all or substantially all of the Company’s assets, a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or upon a consolidation, merger or other business combination where the Company is not the survivor, then immediately prior to such event each holder of Series A preferred stock may convert any or all of such holder's shares of Series A preferred stock into common stock. On September 16, 2006 the Company approved an increase in the number of authorized Series A Preferred stock to 2,500,000.

F-17

On February 28, 2006, the Company agreed to issue up to 250,000 shares of Series A preferred stock with a par value of $0.001 per share to Julianna Lu as legally the Company declared & issued a stock dividend of one share of common stock for every share four shares of common stock held by shareholders of record at the close of business on February 28, 2006

25% Stocks Dividends Issued to Shareholders on February 28, 2006

On February 28, 2006, the Company issued a press release & legally filed with SEC Form 8-K for announcing that the Company has declared a stock dividend of one share of common stock for every share four shares of common stock held by shareholders of record at the close of business on February 28, 2006. Stock certificates have been mailed to all shareholders without further action on their part on or about March 17, 2006. Fractional shares resulting from the stock dividend will be rounded down to the nearest share. The information in Item 8.01 of this report regarding the foregoing press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Year Ended December 31, 2008:

During the period ended December 31, 2008, the Company issued a total of 5,992,940 common shares for services at an average of $0.03 per share for a total consideration of $179,041.

On January 23, 2008, the Company issued 4,000,000 shares of common stock with a fair value of $.03 per share for consulting services; $120,000 is included in consulting services for 2008.

On April 28, 2008, the Company issued 717,940 shares of common stock with a fair value of $.011 per share for office rent; $8,041 is included in rent expense for 2008.

Year Ended December 31, 2007:

·	At various times during the year ended December 31, 2007 the Company issued 35,376,400 shares of common stock for services rendered at an aggregate market value of $0.045 per share for a total value of $1,614,537.

F-18

·	At various times during the year ended December 31, 2007 the Company issued 5,400,000 shares of common stock for settlement of debt with an aggregate market value of $0.059 per share for a total value of $320,000. The Company recorded a gain on settlement of debt in the amount of $14,400

·	At various times during the year ended December 31, 2007 the Company issued 13,380,000 shares of common stock to cover loss for financing with an aggregate market value of $0.024 per share for a total value of $326,360.

·	On November 1, 2007 the Company sold 1,000,000 shares of common stock to purchase via PP/144 rules at $0.050 per share for a total value of $50,000.

·	At various times during the year ended December 31, 2007 the Company cancelled 1,496,400 shares of common stock and associated dividend with an aggregate market value of $0.000 per share for a total value of $0.000.

8. STOCK OPTIONS AND STOCK WARRANTS

a. STOCK OPTIONS

To calculate the stock-based compensation under SFAS 123R, the Company used the Black-Scholes option-pricing model. The Company’s determination of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, risk-free interest rate, and the expected life of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The expected volatility, holding period, and forfeitures of options are based on historical experience.

In 2008 the Company granted 70,322,247 options (2007 – nil) to employees and consultants that were accounted for pursuant to SFAS No. 123(R) and 123. The weighted-average fair value per stock option granted in 2008 was $0.017 (2007 – $nil). The fair value of the options granted in 2008 was recorded at $1,215,729 using a Black-Scholes model with the following weighted average assumptions: no dividend yield, expected volatility of 284%, risk-free interest rate of 4.85% and an expected life of 8.45 years.

The following table summarizes all stock options granted, exercised and expired in the years ended December 31, 2007 and 2008:

	Shares underlying Options			Weighted Average Exercise Price
Outstanding as of December 31, 2007		10,351,422		$	0.17
Granted		-			-
Exercised		-			-
Expired or cancelled		-			-
Outstanding as of December 31, 2006		10,351,422		$	0.17
Granted		70,322,247			0.02
Exercised		-			-
Expired or cancelled		(3,500,000	)		0.18
Outstanding as of December 31, 2008		77,173,669		$	0.03

F-19

The following table summarizes information concerning currently outstanding stock options as at December 31, 2008.

Exercise Price		Options Outstanding December 31, 2008		Weighted Average Remaining Life in Years		Options Exercisable at December 31, 2008
$	0.100		2,500,000		0.42		2,500,000
$	0.100		251,422		0.46		251,422
$	0.300		600,000		0.46		600,000
$	0.200		2,500,000		2.00		2,500,000
$	0.200		1,000,000		0.10		1,000,000
$	0.100		3,000,000		0.00		3,000,000
$	0.500		3,000,000		0.92		3,000,000
$	0.100		3,000,000		1.43		3,000,000
$	0.029		16,000,000		9.42		16,000,000
$	0.025		9,000,000		9.47		9,000,000
$	0.100		1,000,000		0.74		1,000,000
$	0.200		1,000,000		1.74		1,000,000
$	0.500		1,000,000		1.74		1,000,000
$	0.100		322,247		1.74		322,247
$	0.011		33,000,000		9.74		33,000,000

$	0.030		77,173,669		7.46		77,173,669

A summary of the 70,322, 247 stock options granted during the year ended December 31, 2008 are listed below:

On May 29, 2008 the Company granted 3,000,000 stock options to an investor relations firm with an exercise price of $0.10 per share which expire January 1, 2009.

On May 29, 2008 the Company granted 3,000,000 stock options to an investor relations firm with an exercise price of $0.50 per share which expire December 1, 2009.

On June 2, 2008 the Company granted 6,000,000 stock options to a director of the Company with an exercise price of $0.029 per share for a period of ten years.

On June 2, 2008 the Company granted 10,000,000 stock options to a director of the Company with an exercise price of $0.029 per share for a period of ten years.

On June 5, 2008 the Company granted 2,000,000 stock options to a management consultant to the Company with an exercise price of $0.10 per share for a period of two years.

On June 5, 2008 the Company granted 1,000,000 stock options to a management consultant of the Company with an exercise price of $0.10 per share for a period of two years.

On June 20, 2008 the Company granted 6,000,000 stock options to a director of the Company with an exercise price of $0.025 per share for a period of ten years.

On June 20, 2008 the Company granted 3,000,000 stock options to a consultant of the Company with an exercise price of $0.025 per share for a period of ten years.

F-20

On September 26, 2008 the Company granted 322,247 stock options to an IT consultant of the Company with an exercise price of $0.10 per share for a period of two years.

On September 26, 2008 the Company granted 10,000,000 stock options to an energy consultant of the Company with an exercise price of $0.0112 per share for a period of ten years.

On September 26, 2008 the Company granted 17,000,000 stock options to a director of the Company with an exercise price of $0.0112 per share for a period of ten years.

On September 26, 2008 the Company granted 6,000,000 stock options to a director of the Company with an exercise price of $0.0112 per share for a period of ten years.

b. STOCK WARRANTS

To calculate the stock-based compensation under SFAS 123R, the Company used the Black-Scholes pricing model. The Company’s determination of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, risk-free interest rate, and the expected life of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The expected volatility, holding period, and forfeitures of options are based on historical experience.

In 2008 the Company granted nil options (2007 – 45,000,000) to consultants that were accounted for pursuant to SFAS No. 123(R) and 123. The weighted-average fair value per warrant issued in 2007 were $0.064 (2008 – $nil). The fair value of the warrants granted in 2007 was recorded at $2,873,277 using a Black-Scholes model with the following weighted average assumptions: no dividend yield, expected volatility of 301%, risk-free interest rate of 4.85% and an expected life of 5 years.

The following table summarizes all warrants granted, exercised and expired in the years ended December 31, 2007 and 2008:

	Shares underlying Warrants			Weighted Average Exercise Price
Outstanding as of December 31, 2007		31,750,000		$	0.15
Granted		45,000,000			0.21
Exercised		-			-
Expired or cancelled		(2,100,000	)		0.15
Outstanding as of December 31, 2006		74,650,000		$	0.19
Granted		-			-
Exercised		-			-
Expired or cancelled		(4,750,000	)		0.18
Outstanding as of December 31, 2008		69,900,000		$	0.19

F-21

The following table summarizes information concerning currently outstanding warrants as at December 31, 2008.

Exercise Price		Warrants Outstanding December 31, 2008		Weighted Average Remaining Life in Years		Warrants Exercisable at December 31, 2008
$	0.10		20,000,000		2.81		20,000,000
$	0.20		37,900,000		4.78		37,900,000
$	0.15		6,000,000		3.17		6,000,000
$	0.30		1,000,000		0.83		1,000,000
$	0.50		5,000,000		3.84		5,000,000

$	-		69,900,000		3.95		69,900,000

8. RELATED PARTY TRANSACTIONS

The Company has entered into the following related party transactions. These transactions are considered in the ordinary course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties as year ended December31, 2008

The company accrued management fees for the Chief Executive Officer and Chairperson of Board / Chief Financial Officer for the Years ended December 31, 2008 and 2007 was $480,000 and $375,000 respectively.

From time to time the Company receives advances from the directors of the Company and total advances received during the years ended December 31, 2008 and 2007 were $162,266 and $102,032, respectively.

The Company records all amounts/loans due to two executives/directors in amounts due to related parties as disclosed in Note 5. The amounts due to related parties are unsecured and due on demand and earn interest at the rate of 10% per annum. The balance due to the executives/directors as at the years ended December 31, 2008 and 2007 was $2,085,508 and $1,271,932 respectively.

The Company recorded $171,310 in interest on the amounts due to related parties in the year ended December 31, 2008, which are included in the balance recorded in 8(c) above

9. COMMITMENTS AND EMPLOYMENT AGREEMENTS/CONSULTANTS

on January 1, 2008, Pursuant to various management and consulting contracts the Company has committed to pay (i) a monthly management fee of $30,000 to the Chairman/Chief Executive Officer/ Chief Financial Officer/ Chief Operation Officer on January 1, 2008 (ii) a monthly management fee of $10,000 to the Vice Chairman/President. The management fees have not been paid by the Company and are included in shareholder loans on the balance sheet. Payment terms are unscheduled.

On August 3 2007, the Company appointed Mr. Chen as Senior Vice President of China Power, Inc., the Company’s wholly owned subsidiary. The Company has issued a total of 250,000 common stocks in July 2007. Additional compensation will be based on further projects and performances basis. As of December 31 2007, the Company has issued to Mr. Chen an additional 1,500,000 common shares for his services to the Company and subsidiary.

F-22

On April 3, 2007, the Company appointed Mr. Shon as the chairman of its advisory board. The Company has issued Mr. Shon a total of 500,000 shares of common stocks and a total of 16,000,000 common stocks warrants at an exercise price of $0.20 &$0.25 per share. These warrants expire three years form the date of grant.

10. INCOME TAX

The Company is subject to US Federal and State income taxes. As of December 31, 2008 the Company has not achieved profitable operations in any year since their inception. Accordingly, no income tax provision has been provided for any year since inception. The Company has a net operating loss (“NOL”) carry forward for United States income tax purposes at December 31, 2008 expiring through the year 2027. Management estimates the NOL as of December 31, 2007 to be approximately $1,850,000. The Company’s subsidiaries in China are governed by the Income Tax Law of the Peoples Republic of China concerning Foreign Investment Enterprises and Foreign Enterprises and local income tax laws (the “PRC Income Tax Law”). Pursuant to the PRC Income Tax Law, wholly-owned foreign enterprises are subject to tax at a statutory rate of approximately 33% (30% state income tax plus 3% local income tax). As the Company’s Chinese subsidiaries have not commenced operations, the Company has not provided for any PRC income taxes.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has recognized a valuation allowance for these deferred tax assets as it is more likely than not that realization will not occur. The Company’s fully reserved deferred tax asset as of December 31, 2007 to be approximately $1,850,000.

11. SUBSEQUENT EVENTS

On February 9 , 2009, China Holdings, Inc. (the “Company”) has also reached AMENDEDRESOLUTIONS (based on initial RESOLUTIONS on January 19, 2009) as disclosed in SEC Form 8-K on February 10, 2009, as the following:

Amended Resolution: the Company has finally agreed to pay for “Vintage Filings, LLP” with a total of 2,300,000 common stocks as SEC 144 rules/legends for “Vintage Filings, LLP”’s all fairly valued services in 2008 and services in 2009 as defined agreed mutually. The Company agreed to legally issue/delivery the 2,300,000 common stocks certificate to “Vintage Filings, LLP” within 30-45 days via its SEC Registered Stock Transfer Agent.

Amended Resolution: the Company has finally agreed to pay for “Cooley Godward Kronish, LLP” with a total of 700,000 common stocks as SEC 144 rules/legends legal fairly valued services from “Cooley Godward Kronish, LLP” to the Company’s 2Q 2008 SEC Form 10Q legal compliances. The Company agreed to legally issue/delivery the 700,000 common stocks certificate to “Cooley Godward Kronish, LLP” within 30-45 days via its SEC Registered Stock Transfer Agent.

Amended Resolution: the Company has finally agreed to pay for “XinHuaPRNewswire” with a total of 800,000 common stocks as SEC 144 rules/legends for the press releases/ fairly valued services to the Company in 2008. The Company agreed to legally issue/delivery the 800,000 common stocks certificate to “XinHuaPRNewswire” within 30-45 days via its SEC Registered Stock Transfer Agent.

The Company issued the restricted shares in reliance upon the exemption from registration provided by Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended, as a sale not involving any public offering. The sale of these shares of common stock was not registered under the Securities Act and the shares may not be sold absent registration or an applicable exemption from registration requirements.

F-23

·	On February 9, 2009, Amended Resolution: the Company has agreed to Zheng Lun-Fan resignation from the Board of Directors of the Company.

On February 12, 2009, the Board of Directors approved the grant of 1,000,000 stock options with an exercise price of $0.02 per share for a period of one year, to Wall Street Reporter regarding a remuneration package for investor relation services being provided to the Company as further disclosed in a Form 8-K filed February 12, 2009.

On February 12, 2009, the Company has approved to issue a total of 500,000 common stocks ( as SEC 144 rules/legends) to the Company/Subsidary’ Senior Vice President as “Bonus Compensation” for his management consulting services to the Company in 2008.

On February 27, 2009, China Holdings, Inc. (“The Company”) has approved A BOARD RESOLUTION that James H. Simpson/Bevitor Holdings (Barbados) will remain as part-time IR consultant to assist the Company’s Global Investors Relationship and Public Relationship. The Company agrees to remain legally effective of A Total of 6,000,000 common stocks options/warrants (at the prices of US$0.20 & US$0.25) which granted to Mr. Simpson/Bevitor Holdings in later 2008 with an effective period until Dec 31, 2012. Currently, James H. Simpson Bevitor Holdings (Barbados) hold of more than 5-6 millions common stocks of China Holdings, Inc. (SEC 144 rules/legends) since the Company started trading on OTCBB in later 2005.

On February 27, 2009, China Holdings, Inc. (“The Company”) has approved A BOARD RESOLUTION that James H. Simpson/Bevitor Holdings (Barbados) will remain as part-time IR consultant to assist the Company’s Global Investors Relationship and Public Relationship. The Company agrees to remain legally effective of A Total of 6,000,000 common stocks options/warrants (at the prices of US$0.20 & US$0.25) which granted to Mr. Simpson/Bevitor Holdings in later 2008 with an effective period until Dec 31, 2012. There is no other agreements/compensations to James H. Simpson/Bevitor Holdings since 2006.

On February 27, 2009, China Holdings, Inc. (“The Company”) has approved A BOARD RESOLUTION that Ronald Shon, a Successful Canadian Businessman, will remain as the Chairman of Advisory Board of the Company in 2009-2010 for his roles of corporate financing and global strategy. The Company has legally granted Ronald Shon with a total 15,000,000 common stocks options/warrants (at the prices of US$0.20 & US$0.25) in 2007-2008 and issued/compensated with a total of 500,000 common stocks (as SEC 144 rules/legends) in 2007.

·	On February 27, 2009, the Board of Directors approved the issuance of 30,000,000 restricted 144 common shares to the CEO/Chairperson of the Company in consideration for significant 800 Sq KM lands assets/projects contributed to the Company as further disclosed in a Form 8-K filed February 27, 2009.

·	On March 3, 2009, the Board of Directors approved the issuance of 18,000,000 restricted 144 common shares to the CEO/Chairperson of the Company in consideration for significant 800 Sq KM lands assets/ projects contributed to the Company as further disclosed in a Form 8-K filed On March 3, 2009

·	On March 3, 2009, the Board of Directors approved the issuance of 4,000,000 restricted 144 common shares in 2009 to a Senior Vice President of the Company in consideration for significant services to the Company in 2009 as disclosed details in a Form 8-K filed On March, 2009..

·	On March 18, 2009, China Holdings, Inc. (the “Company”) has approved the Company’s further development plan of An Initial Public Offering ( “ IPO”) US$200 - US$400 million of “China Holdings, Inc.” in 2010 – 2011 upgrade:

F-24

NASDAQ Small Cap Market or New York Stock Exchange, USA

ii.

Toronto Stock Exchange (TSX or TSX –V), Canada

iii.

AIM in London Stock Exchange, England

The Use of Proceeds of US$1,000,000 is for the Company’s Master Plan of Land /City Planning: Phase IA Land Development: The City Center: 20 Square KM land of 100 Square Kilometer Land in Inner Mongolia, PR China. China Holdings, Inc. is planning to fully complete The Master Plan of Land /City Planning: Phase IA: The City Center: 20 Square KM land of 100 Square Kilometer Land in Inner Mongolia, PR Chin in four (4) months in August – September 2009 approximately. China Holdings, Inc.’s 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.

F-25

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