U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q  (Mark One)  SQuarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended March 31, 2009£Transition Report under Section 13 or 15(d) of the Exchange ActFor the Transition Period from ________to __________ Commission File Number: 0-25997  CHINA HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter)  WYOMING91-1939533(State of other jurisdiction of(I.R.S. Employerincorporation or organization)Identification Number)  69930 Highway 111, Suite 108Rancho Mirage, CA92270(Address of principal executive offices)(Zip Code)  Registrant's Phone: (760) 219-2776  Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 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 £  No S  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  Large accelerated filer   £ Accelerated filer £ Non-accelerated filer     £ Smaller reporting company S  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes S  No £  As of March 31 2009, the issuer had 3,190,400 shares of common stock issued and outstanding.    TABLE OF CONTENTSPagePART I  FINANCIAL INFORMATIONItem 1.Financial Statements3Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operation8Item 3.Quantitative and Qualitative Disclosures about Market Risk10Item 4.Controls and Procedures10PART II  OTHER INFORMATIONItem 1.Legal Proceedings12Item 1A.Risk Factors12Item 2.Unregistered Sales of Equity Securities and Use of Proceeds13Item 3.Defaults Upon Senior Securities13Item 4.Submission of Matters to a Vote of Security Holders13Item 5.Other Information13Item 6.Exhibits13   2   ITEM 1. Financial Statements  Financial Statements for 3 month period ended March 31, 2009 have been prepared by the Management Group of China Holdings, Inc.  China Holdings, Inc.
(A Development Stage Company)
BALANCE SHEET  ASSETSMarch 31, 2009December 31, 2008CURRENT ASSETS:Deposit Cash/New Business Oper.$0$0Total Current Assets00FIXED ASSETS: (Note 3)Property/Equipment Less00Accumulated Depreciation00Net Fixed Assets00TOTAL ASSETS$0$0LIABILITIES & SHAREHOLDERS' EQUITYCurrent Liabilities: (Note 4)Misc. Accrued Liabilities$0$0Other Liabilities00Total current liabilities00LONG TERM LIABILITIES: (Note 5)176,321176,321Net Total Long Term Liabilities00TOTAL LIABILITIES00SHAREHOLDERS' EQUITY (NOTE 1)1,000 shares authorized; -0- shares issued and outstanding00Common stock, par value $ .001; 99,999,000 shares authorized; issued & outstanding 3,190,4003,1903,190Paid-in capital20,00020,000Retained earnings <Accum. Deficit><199,511><199,511>NET EQUITY/RETAINED EARNINGS <DEFICIT><176,321><176,321>TOTAL ASSETS/LIABILITIES$0$0  The accompanying notes are an integral part of these financial statements.  3   China Holdings, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Three Months Ending March 2009 & 2008  March 31,
2008March 31,
2009Misc. Income$-0-$-0-Operating Expenses:Interest Expense-0--0-Admin Support-0--0-Depreciation (Note 3)-0--0-Misc. Expenses-0--0-New Business Development Expenses-0--0-Computer Services/Software Systems-0--0-Total Operating Expenses-0--0-Income (Loss) From Operations-0--0-Other Income/ (Expense):
Misc. Other Income/ (Expense)-0--0-Credit/ Other Income-0--0-Total Net Other Income-0--0-Net Income (Loss)$-0-$-0-Per share information:Basic (Loss) per common share0.0000.000Basic weighted average numberCommon Stock shares outstanding$3,190,400$3,190,400Diluted (Loss) per common share$0.000$0.000Diluted weighted average numberCommon Stock shares outstanding3,190,4003,190,400  The accompanying notes are an integral part of these financial statements.  4   China Holdings, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ending March 31, 2009  20092008CASH FLOWS FROM OPERATING ACTIVITIES:Income <Loss> From Operations*A$-0-$-0-TRANSACTIONS NOT REQUIRING CASH:Depreciation (NOTE 3)-0--0-Total transactions not requiring cashA-0--0-CASH PROVIDED (USED) DUE TO CHANGES IN:Current/Fixed Assets decrease/<increase>-0--0-Current liabilities/(decrease)/increaseIncrease/Decrease Operating Expenses-0--0-Increase NP Cash Advances/New Business-0--0-Incr/Decr Other Current Liabilities-0--0-Increase NP Misc. Items-0--0-Total Net Increase Current Liabilities-0--0-Decrease Long Term Liability-0--0-Total Incr/(Decr.) Current/Long Term LiabilitiesA-0--0-Net cash provided/(used) Operating ActivitiesA-0--0-Cash Flows from Investing Activities:A-0--0-Cash Flows from Financing Activities:A-0--0-Net Cash Increase(Decrease) = TOTAL OF A LINES-0--0-Cash, Beginning of period-0--0-Cash, End of period$-0-$-0-  The accompanying notes are an integral part of these financial statements.   5   China Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Three Months Ended March 31, 2009 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 three month period ended March 31, 2009 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 China Holdings, Inc. 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 September 30, 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 J. Holm, the newly appointed President of the Company and 50,000 shares each to Randall Baker, Secretary and Norm LeBoeuf, Controller.  6   The total number of Common Stock shares outstanding and issued as of the end of December 31, 2008 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 March 31, 2008 were 3,190,400, total value of $53,190.  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 March 31, 2008, 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 period ending March 31, 2008, there were 3,190,400 shares of Common Stock issued and outstanding. As of March 31, 2008, no Preferred Stock were issued or outstanding.  NOTE 3 - FIXED ASSETS:  The Company has no Fixed Assets for the period ending March 31, 2008 and December 31, 2008.  NOTE 4 - CURRENT LIABILITIES:  Following are the Current Liabilities of the Company as of March 31, 2009 and December 31, 2008 were:  Category DescriptionAmounts due
3/31/09Amounts due
12/31/08Current Liabilities$0$0TOTAL LIABILITIES$0$0  NOTE 5. LONG TERM LIABILITY  Assets and current liabilities have been consolidated into a long term liability note in favor of a D.K. Mork, the majority stock holder of China Holdings, Inc., as set fourth in Part I - Item 6.  NOTE 6. 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.  7   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  FORWARD-LOOKING STATEMENTS  This Form 10-Q includes "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. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements.  These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.  These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.  Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.  GENERAL DESCRIPTION OF BUSINESS  The Company is looking for a merger or acquisition candidate.  8   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS  The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. Such risks include inadequate funding the company's inability to anticipate and adapt to a developing market, the failure of the company's infrastructure, changes in laws that adversely affect the company's business, the ability of the Company to manage its operations, including the amount and timing of capital expenditures and other costs relating to the expansion of the company's operations, the introduction and development of different or more extensive communities by direct and indirect competitors of the Company, including those with greater financial, technical and marketing resources, the inability of the Company to attract, retain and motivate qualified personnel and general economic conditions.  The Company expects that its operating expenses will increase significantly, especially as it implements its business plan. To the extent that increases in its operating expenses precede or are not followed by commensurate increases in revenues, or that the Company is unable to adjust operating expense levels accordingly, the Company's business, results of operations and financial condition would be materially and adversely affected. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future.  RESULTS OF OPERATIONS  The Company has achieved no significant revenue or profits to date, and the Company anticipates that it will continue to incur net losses for the foreseeable future. The Company incurred a net loss of approximately $0 for the three months ended March 31, 2009, compared with a net loss of $ 0   for the three months ended March 31, 2008.  LIQUIDITY AND CAPITAL RESOURCES  Since its inception the Company has had limited operating capital, and has relied heavily on debt and equity financing.  The financial statements as of and for the period ended on December 31, 2008 expressed their substantial doubt as to the Company's ability to continue as a going concern. Without additional capital, it is unlikely that the Company can continue as a going concern. The Company plans to raise operating capital via debt and equity offerings. However, there are no assurances that such offerings will be successful or sufficient to fund the operations of the Company. In the event the offerings are insufficient, the Company has not formulated a plan to continue as a going concern. Moreover, if such offerings are successful, they may result in substantial dilution to the existing shareholders.  9   CRITICAL ACCOUNTING POLICIES  In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.  Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  The Company is not exposed to market risk related to interest rates or foreign currencies.  CONTROLS AND PROCEDURES  ITEM 4.  CONTROLS AND PROCEDURES   ITEM
4.  CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures  As
required by Rule 13a-15 under the Securities Exchange Act of 1934 (the 1934
Act), as of March 31, 2009, we carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures.
 This evaluation was carried out under the supervision and with the
participation of our Chief Executive Officer (our principal executive officer)
and our Chief Financial Officer (our principal financial officer), who
concluded, that because of the material weakness in our internal control over
financial reporting (ICFR) described below, our disclosure controls and
procedures were not effective as of March 31, 2009.  Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms.  Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Exchange Act is accumulated and communicated to our management, including our
principal executive officer and our principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.  Internal Control Over Financial Reporting  Our
management is also responsible for establishing ICFR as defined in Rules
13a-15(f) and 15(d)-15(f) under the 1934 Act.  Our ICFR are intended to be
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles. Our ICFR are
expected to include those policies and procedures that management believes are
necessary that:  10   (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the Company;  (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the Company are being made only in accordance with authorizations of management
and our directors; and  (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Companys
assets that could have a material effect on the financial statements.  Management recognizes that there are inherent limitations in the
effectiveness of any system of internal control, and accordingly, even effective
internal control can provide only reasonable assurance with respect of financial
statement preparation and may not prevent or detect misstatements. In addition,
effective internal control at a point in time may become ineffective in future
periods because of changes in conditions or due to deterioration in the degree
of compliance with our established policies and procedures.  As of
March 31, 2009, management assessed the effectiveness of our ICFR based on the
criteria for effective ICFR established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) and SEC guidance on conducting such assessments by smaller
reporting companies and non-accelerated filers.  Based
on that assessment, management concluded that, during the period covered by this
report, such internal controls and procedures were not effective as of Sept. 30,
2008 and that material weaknesses in ICFR existed as more fully described below.  As
defined by Auditing Standard No. 5, An Audit of Internal Control Over Financial
Reporting that is Integrated with an Audit of Financial Statements and Related
Independence Rule and Conforming Amendments, established by the Public Company
Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or
combination of deficiencies that results more than a remote likelihood that a
material misstatement of annual or interim financial statements will not be
prevented or detected. In connection with the assessment described above,
management identified the following control deficiencies that represent material
weaknesses as of Dec. 31, 2008:  (1) Lack of an independent audit committee. Although we have an audit
committee it is not comprised solely of independent directors.  We may
establish an audit committee comprised solely of independent directors when we
have sufficient capital resources and working capital to attract qualified
independent directors and to maintain such a committee.  (2) Inadequate staffing and supervision within our bookkeeping
operations. The relatively small number of people who are responsible for
bookkeeping functions prevents us from segregating duties within our internal
control system. The inadequate segregation of duties is a weakness because it
could lead to the ultimate identification and resolution of accounting and
disclosure matters or could lead to a failure to perform timely and effective
reviews which may result in a failure to detect errors in spreadsheets,
calculations, or assumptions used to compile the financial statements and
related disclosures as filed with the Securities and Exchange Commission.  11   (3) Insufficient number of independent directors.  At the present
time, our Board of Directors does not consist of a majority of independent
directors, a factor that is counter to corporate governance practices as set
forth by the rules of various stock exchanges.  Our
management determined that these deficiencies constituted material weaknesses.
 Due to a lack of financial and personnel resources, we are not able to,
and do not intend to, immediately take any action to remediate these material
weaknesses.  We will not be able to do so until we acquire sufficient
financing and staff to do so.  We will implement further controls as
circumstances, cash flow, and working capital permit.  Notwithstanding the
assessment that our ICFR was not effective and that there were material
weaknesses as identified in this report, we believe that our consolidated
financial statements contained in our Quarterly Report on form 10-Q for the
quarter year ended March 31, 2009, fairly present our financial position,
results of operations and cash flows for the years covered thereby in all
material respects.  There
were no changes in our internal control over financial reporting during the
quarter ended March 31, 2009, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.  PART II OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS  The Company is not a party to any legal proceedings.  ITEM 1A. RISK FACTORS  There are no material changes in the risk factors set forth in Part I, Item 1A of the Companys Annual Report on Form 10-K for the year-ended December 31, 2008.  12   ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  There were no sales of unregistered equity securities during the covered time period.  ITEM 3. DEFAULTS UPON SENIOR SECURITIES  None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  None.  ITEM 5. OTHER INFORMATION  None.  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K  The following documents are included or incorporated by reference as exhibits to this report:  Exhibit NumberDescription31.1Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.1Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   (b)   REPORTS ON FORM 8-K  None.   13   SIGNATURES  In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 18, 2009  China Holdings, Inc.RegistrantBy: /s/ Dempsey Mork____Dempsey Mork
      Chairman of the Board
      Chief Executive Officer     14