Item 1. Description of Business
Business Development.
China Holdings, Inc. (the "Company") was organized under the laws of the State of Nevada on April 28, 1994, under the name "Silver Bow Antique Aviation". The Company was incorporated primarily to engage in the restoration and maintenance of antique aircraft.
The Company's articles initially authorized the Company to issue a total of 11,000 shares of stock, consisting of 10,000 common stock and 1,000 shares of preferred stock, both with a par value of $.001 per share.
An amendment to the Articles of Incorporation of the Company on October 7, 1998 increased its authorized shares to 100,000,000 consisting of 99,990,000 and 10,000 preferred shares, all with a par value of $.001 per share.
Item 2.
Item 2. Description of Property.
The Company has no property as of the date of this report, (31 DEC 2007).
The Company Headquarters are located in La Quinta, California and are furnished by Mr. Dempsey Mork, Chief Financial Officer, Director.
Item 3.
Item 3. Legal Proceedings.
None.
Item 4.
Item 4. Submission of matters to a vote of Security holders.
None.
Item 5.
Item 5. Market for Company's Common Equity and Related Stockholder Matters
Market Information. China Holdings, Inc.'s common stock is not included in the pink sheets or in the OTC Bulletin Board maintained by the NASD. China Holdings, Inc. plans to apply to the OTC Bulletin Board.
There is no public trading market for China Holdings, Inc.'s common stock and that there is no guarantee any trading market will develop.
Holders.
The shareholders of record of China Holdings, Inc. common stock, as of December 31, 2007 is 52.
Dividends. Holders of China Holdings, Inc. common stock are entitled to receive such dividends as may be declared by its board of directors.
PART II
Item 6.
Item 6. Management Discussion and Analysis or Plan of Operation.
China Holdings, Inc. is a “Development Stage Company” and is investigating various opportunities as a merger candidate. Currently, the Company has entered discussions with several, small to medium-size companies that are looking for merger opportunities for listings on a U.S. Stock Agency, such as AMX, NASDAQ, OTC, BULLETIN BOARD, etc.
The Management of China Holdings, Inc. has a broad background of management expertise in merging Companies (such as China Holdings, Inc.) with other Companies who are seeking assistance in becoming listed on a U.S. Stock Agency.
Item 7.
Item 7. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth the shareholdings of those persons or entities who own more than 5% of the 3,190,440 Company's common stock outstanding as of the date of these filings, and/or belong to management hereof, to wit; Percentage of Class is calculated on 3,190,400 total shares.
Name and address
Number of Shares
Beneficially Owned
Percentage
of Class
*Magellan Capital Corporation
597,600
16.19%
*Magellan Capital Corporation
Pension Benefit Plan and Trust
900,000
24.39%
*Magellan Capital Corporation
Profit Sharing Plan and Trust
900,000
24.39%
Dempsey K. Mork
648,500
17.57%
D. K. MORK TOTAL (4 SHAREHOLDERS)
*3,046,100
*82.54%
KNC INVESTMENTS INC/N L LeBoeuf
105,800
2.87%
Darren Holm
100,000
2.71%
TOTAL ( 6 Inside Shareholders)
3,251,900
88.12%
TOTAL (45 Outside Investors)
438,500
11.88%
GRAND TOTAL (52 SHAREHOLDERS)
3,190,400
100.00%
Mr. Randall Baker, Secretary left the Company in January 2002 and was replaced by Mr. Norbert LeBoeuf who assumed the duties of Secretary in addition to being the Controller/Director of China Holdings, Inc..
*NOTE: Mr. Dempsey Mork is considered to be a beneficial owner as described by 13d-3 (a), and, (b) of regulation 13-D. Neither the Pension Benefit Plan or the Profit Sharing Plan have pending or planned termination dates.
The following table sets forth the shareholdings of the Company's directors and executive officers as of these filings, to wit:
Name and Address
Number of Shares
Beneficially Owned
As of 12/31/2007
Percentage
Of Class
Dempsey K.Mork/Prior Page
*3,046,100
*82.54%
KNC Investments, INC. and Norbert L
105,800
2.87%
Darren J. Holm
100,000
2.71%
-------------
-------------
TOTALS
3,251,900
88.12%
See the caption "Directors, Executive Officers, Promoters and Control persons", below, Part III, Item 9 for information concerning the officers or other persons in which the foregoing persons serve with the Company.
Change in Control.
There are no present arrangements or pledges of the Company securities which may result in a change in control of the Company.
ITEM 8.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company is in the process of securing a replacement of accountants. There have been no disagreements on accounting and financial disclosure.
ITEM 8A. CONTROLS AND PROCEDURES
(a) We carried out an evaluation, under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer along with our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon that evaluation, our Chief Executive Officer along with our Chief Financial Officer concluded that as of December 31, 2007, our disclosure controls and procedures (1) are effective in timely alerting them to material information relating to the Company required to be included in our periodic SEC filings and (2) are adequate to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed and summarized and reported within the time periods specified in the SEC's rules and forms.
(b) There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.
PART III
Item 9.
Item 9. Directors, Executive Officers, Promoters and Control Persons.
The following table sets forth the names of all current directors and executive officers of the Company. These are the only persons whose activities are expected to be material to the Company. They will serve until the next annual meeting of the stockholders (held in November of each year) or until their successors are elected or appointed and qualified, or their prior resignation or termination:
Name
Positions Held
Date of Election
or Designation
Date of
Termination
or Resignation
Darren J. Holm
President/CEO/Director
9/25/2001
-
Dempsey K. Mork
Chief Financial Officer/ Director
9/25/2001
-
Norbert L. LeBoeuf
Controller/Director
Became Secretary due to
R. Baker's departure Jan 02
6/30/1996
-
Business Experience of Directors/Executive Officers:
Mr. Darren Holm was elected President/CEO and Director of China Holdings, Inc. in September 2001. His educational background includes Ambulance and Emergency Care, Georgia College through 1984; A.S. EMS Systems Management at Davenport University through December 1985, and A.S. Respiratory Care, June 1989. Business experience includes 13 years with Springs Ambulance/American Medical Response as Paramedic/Field Training Officer; three years as Medical Division Manager with Desert Airlines, (an aero-medical transport company); and, 3 years with Air Service International--1 year Medical Operations/Office Manager and 2 years as General Manager. Mr. Holm will spend approximately 20 hours per week on China Holdings, Inc. business.
Mr. Mork is the majority shareholder, Chief Financial Officer/Director of China Holdings, Inc.. He has been an officer/director of the Company since its formation in 1994. For the past six years, he has been officer/director of Magellan Capital Corporation, Animal Cloning Sciences, Knickerbocker Capital, Apex Capital, Asian Financial and North Star Ventures. Mr. Mork has experience in start-up companies, business reorganizations and cross border business trans-actions. He will spend approximately 20 hours per month on China Holdings, Inc. business.
Mr. Norbert LeBoeuf is a shareholder, officer and director of China Holdings, Inc.. He has been responsible for all accounting and tax functions for all Companies with which Mr. Mork has been affiliated. Mr. LeBoeuf's professional career includes three years in the U.S. Marine Corps Legal and Administrative functions (1952-55) and forty years in all areas of accounting for small, medium and large (Fortune 500 Companies) in Electronics, Manufacturing and Aerospace.
Significant Employees.
The Company has no employees who are not executive officers.
Item 10.
Item 10. Executive Compensation.
None.
(1) In April 1994, 936,900 shares of "unregistered" and "restricted" shares of the Company's Common Stock were issued (for services rendered):*
597,600
Magellan Capital Corporation
148,500
Dempsey K. Mork (Officer/ Director)
61,000
Randall A. Baker
Mr. Baker left the Company in January 2002 (Officer/ Director)
73,800
Robert J. Flliatreaux (Outside Consultant)
55,800
Norbert L. LeBoeuf (Officer/ Director)
Total
936,500
*The above stated number of shares are after giving effect to a 900 for 1 forward split of October 15, 1998.
(2) In December 2001, 200,000 shares were issued for services rendered through December 2001, as follows:
100,000 to Darren J. Holm, the newly elected President/CEO- Director, and,
50,000 each to Randall A. Baker and Norbert L. LeBoeuf.
Item 11.
Item 11. Changes in and disagreements with Auditors on Accounting and Financial Disclosure.
None.
PART F/S
Financial Statements
Financial Statements for 12 months year ended December 31, 2007 have been prepared by the Management Group of China Holdings, Inc.:
China Holdings, Inc.
(A Development Stage Company)
BALANCE SHEET
ASSETS
December 31,
December 31,
CURRENT ASSETS: (Note 5)
Deposit Cash/New Business Oper. $
$
Total current assets $
$
FIXED ASSETS: (Note 3)
Property/Equipment $
$
Less Accumulated Depreciation <
$
Net Fixed Assets $
$
TOTAL ASSETS $
$
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES: (Note 4)
Misc. Accrued Liabilitites
$
$
Other Liabilities
$
$
Total current liabilities
$
$
LONG TERM LIABILITIES: (Note 3) $
$
Net Total Long Term Liabilities $
$
TOTAL LIABILITIES $
$
SHAREHOLDERS' EQUITY (NOTES 1 & 2)
1,000 shares authorized; -0- shares issued and outstanding
$
$
Common stock, par value $.001; 99,999,000 shares authorized; issued & outstanding 3,190,400
53,190
53,190
Paid-in capital
Retained earnings <Accum deficit>
< 53,190 >
< 53,190 >
TOTAL SHAREHOLDERS' EQUITY <DEFICIT> $
< 0 >
$
< 0 >
TOTAL LIABILITIES & EQUITY $
$
The accompanying notes are an integral part of these financial Statements
China Holdings, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Twelve Months/Year Ending December 31, 2007 & 2006
The accompanying notes are an integral part of these financial statements
China Holdings, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For Twelve Months/Year Ending December 31, 2007 & 2006
China Holdings, Inc.
(A Development Stage Company)
Statement Stockholders' Equity Year Ended December 31/Inception to 2007
China Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Twelve Months Ended December 31, 2007
GENERAL:
The condensed consolidated financial statements of China Holdings, Inc. included herein, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted, China Holdings, Inc. believes that the disclosures are adequate to make the information presented not misleading. The condensed financial statements for the twelve month period ended December 31, 2007 should be read in conjunction with the financial statements and notes thereto included in this report.
The condensed consolidated financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for fair presentation.
The Company has not commenced operations and has no working capital.
NOTE 1 - ORGANIZATION AND BUSINESS PLAN:
Company was organized under the laws of the State of Nevada on April 28, 1994 under the name of Silver Bow Antique Aviation. The Company was incorporated to engage in any lawful activities.
The Company's articles initially authorized 1,000 shares of Preferred Stock and 10,000 shares of Common Stock, both at a par value of $.001 per share.
Common Stock.
During 1996, certain consulting services were rendered to the Company by the majority stockholder, Magellan Capital Corporation, (a Nevada Corporation doing business in California) and 4 other individuals. The value of such services were at the stated par value for 1,041 shares issued on July 15, 1995 and have been stated on the Balance sheet, the Statement of Operations and the Cash Flow Statement at $936 for the year ending 12/31/96, which amount reflects the par value of the original issue on the date of the 900 for 1 forward stock split on the 1,041 shares. Revised number of shares issued and outstanding after the foregoing split were 936,900, with a total value of $936.00 as of the end of the year December 31, 1996.
On December 30, 1998, 2,053,500 shares were sold for $2,054 cash at the stated par value of $.001 per share. Total shares outstanding at year end 12/31/98 were 2,990,400, with a total value of $2,990.
On September 25, 2001, 200,000 shares were issued at the stated par value of $.001 per share for services rendered through September, 2001: 100,000 shares to Darren Holm, the newly appointed President of the Company and 50,000 shares each to Randall Baker, Secretary and Norm LeBoeuf, Controller.
The total number of Common Stock shares outstanding and issued at year end December 31, 2006 and 2007 were 3,190,400, total value $53,190. No other transactions have taken place since those dates for the Common Stock of the Company: Total Common Stock Shares outstanding and issued At December 31, 2007 were 3,190,400, total value of $53,190.
On October 6, 2005 Silver Bow Antique Aviation, a Nevada corporation, merged with China Holdings, Inc, a Wyoming corporation with the Wyoming corporation surving for the purpose of effecting a name change and redomincile from Nevada to Wyoming.
Preferred Stock.
The original articles of incorporation, April 28, 1994, authorized 1,000 shares of Preferred Stock with a stated par value of $.001 per share. From inception (April 28, 1994) through December 31, 2006, no Preferred Stock Shares have been issued, and, none are outstanding.
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The Articles of Incorporation (as revised) authorize China Holdings, Inc. to issue up to 99,999,000 shares of Common Stock with a par value of $.001 per share and 1,000 shares of Preferred Stock, with a par value of $.001 per share. As of the year ending December 31, 2007, there were 3,190,400 shares of Common Stock issued and outstanding. As of December 31, 2007, no Preferred Stock were issued or outstanding.
NOTE 3 - FIXED ASSETS:
The Company has no Fixed Assets as of the end of the current year ending December 31, 2007.
NOTE 4 - CURRENT LIABILITIES:
Following are the Current Liabilities of the Company as of the end of the
years December 31, 2007 and 2006 were:
NOTE 5. GOING CONCERN AND INCIDENTAL COSTS:
Incidental costs to maintain legal registrations of the Company in the State of Nevada and with the Security and Exchange Commissions have been paid or assumed by Mr. Dempsey Mork, Chief Financial Officer/ Director, the majority shareholder of China Holdings, Inc.. This will continue for the foreseeable future.
(b) List of Exhibits
302 Certification
906 Certification
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit, tax and accounting fees for ongoing normal business activities will continue to be paid by Mr. Dempsey Mork, Chief Financial Officer, Director, the majority Shareholder of China Holdings, Inc..
The Board of Directors, acting as the Audit Committee considered whether, and determined that, the auditor's provision of non-audit services was compatible with maintaining the auditor's independence. All of the services described above for fiscal years through the year ending December 31, 2007, and were were approved by the Company’s Board of Directors pursuant to its policies and procedures.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned duly authorized person.
Date: March 3, 2008
China Holdings, Inc.
/s/ Darren Holm
By: Darren Holm, President
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Signature Capacity
Date
/s/ Darren Holm President/CEO
March 3, 2008
Darren Holm Director
/s/ Dempsey Mork CFO/Director
March 3, 2008
Dempsey Mork
/s/ Norbert Le Boeuf Secretary/Director
March 3, 2008
Norbert Le Boeuf