UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 _______________
 
 FORM 10-K/A
 (Amendment No. 2)
 
 xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the fiscal year ended December 31, 2011
 
 OR
 
 oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 Commission File Number:  333-152535
 
 CHINA ELECTRONICS HOLDINGS, INC.
 (Exact Name of Registrant as specified in its Charter)
 
 Nevada

98-0550385(State or other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Nos.)
 
 Building 3, Binhe District, Longhe East Road,

Lu’an City, Anhui Province, PRC

237000(Address of Principal Executive Offices)

(Zip code)
 
 Registrants’ telephone number, including area code:011-86-564-3224888
 
 Securities registered pursuant to Section 12(b) of the Act: None
 
 Securities registered pursuant to Section 12(g) of the Act:  None
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 o Yes    x No
 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 o Yes    x No
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
 x Yes    o No
 
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 x Yes    o No
  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
 
 Large Accelerated Filer  o
Accelerated Filer o
Non-accelerated Filer o
Smaller Reporting Company x
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 o Yes    x No
 
 As of April 16, 2012, the number of outstanding shares of the registrant’s common stock held by non-affiliates (excluding shares held by directors, officers and other holding more than 5% of the outstanding shares of the class) was 5,218,825. The trading price as of June 30, 2011 was $0.75 and the marker value of the voting and non-voting common equity held by non-affiliates was $5,218,825 as of June 30, 2011.
 
 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 16,775,113 as of April 12, 2012.
  
  Explanatory Note
  This amendment is being filed to amend the certifications to this report in response to a letter of comment from the Securities and Exchange Commission dated September 13, 2012.This amendment does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Amendment No.1 to the Form 10-K.
  
  SIGNATURES
 
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 CHINA ELECTRONICS HOLDINGS, INC.By:
/s/ Hailong LiuName: Hailong LiuTitle:  Chairman, Chief Executive Officer and

President (principal executive officer) &Chief Financial Officer(principal financial officer andprincipal accounting officer)
 Date: November 5, 2012
 
 
 EXHIBIT INDEX
 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer*32.1

Section 1350 Certification, Chief Executive Officer and Chief Financial Officer.*
 
 * filed herewith