U.S.
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM
10-Q/A  (Mark One)  x
Quarterly
Report under Section 13 or 15(d) of the Securities Exchange Act of
1934For the
quarterly period ended June 30, 2008o
Transition
Report under Section 13 or 15(d) of the Exchange ActFor the
Transition Period from ________to __________ Commission File Number: 333-149294  CFO
CONSULTANTS, INC. (Exact
Name of Registrant as Specified in its Charter)  NEVADA
42-1749358(State of other jurisdiction of
(I.R.S. Employerincorporation or organization)
Identification Number)  829 Francis DrivePalm Springs CA
92262(Address of principal executive offices)
(Zip Code)  Registrant's Phone: (760) 899-1919  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 o  No 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.  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). Yes
o  No x  As of June 30, 2008,
the issuer had 3,450,000 shares of common stock issued and outstanding.    TABLE OF CONTENTS
PagePART I  FINANCIAL INFORMATIONItem 1.
Financial
Statements
3Item 2.
Managements
Discussion and Analysis of Financial Condition and Results of
Operation
8Item 3.
Quantitative
and Qualitative Disclosures about Market Risk
10Item 4.
Controls and
Procedures
10PART II  OTHER INFORMATIONItem 1.
Legal
Proceedings
12Item 1A.
Risk
Factors
12Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
12Item 3.
Defaults Upon
Senior Securities
12Item 4.
Submission of
Matters to a Vote of Security Holders
12Item 5.
Other
Information
12Item 6.
Exhibits
13  2   ITEM
1 FINANCIAL STATEMENTS  Financial Statements for 3 month period ended June. 30, 2008 have
been prepared by the Management Group of CFO Consultants, Inc.  CFO CONSULTANTS, INC.
(A DEVELOPMENT STAGE COMPANY)BALANCE SHEETJUNE 30, 2008ASSETSCurrent
AssetsCash and Cash
Equivalents
$
3,990Accounts
Receivable  Trade

-Total Current
Assets

3,990Fixed
AssetsMachinery and
Equipment

-Furniture and
Fixtures

-Vehicles

-Leasehold
Improvements

-Accumulated
Depreciation

-Total Fixed
Assets

-Total
Assets
$
3,990LIABILITIES AND
STOCKHOLDERS EQUITYCurrent
LiabilitiesAccounts
Payable
$
-Accrued Payroll
Taxes

-Loans From
Shareholders

-Total Current
Liabilities

-Long Term
LiabilitiesBank of Blue
Valley Notes

-UP Loan

-Sterling Bank
Loan

-Total Long Term
Liabilities

-Stockholders
EquityCapital Stock
(3,450,000 issued and outstanding)

3,450Additional Paid
In Capital

3,350Retained
Earnings

(2,810)3,990Total
Liabilities and Stockholders Equity
$
3,990   3    CFO CONSULTANTS, INC.
(A DEVELOPMENT STAGE COMPANY)INCOME STATEMENTFOR THE 6 MONTHS ENDED JUNE 30, 2008IncomeConsulting
Fees
$
-Discounts Given
to Customer

-Total
Income

-General and
Administrative ExpensesAdvertising

-Bank
Charges

10Customer
Expense

-Consulting

1,250Depreciation

-Dues and
Subscriptions

-Entertainment

-Insurance 
Business

-Licenses and
Permits

550Legal and
Accounting

1,000Repair and
Maintenance

-Miscellaneous

-Office
Expenses

-Rent

-Taxes and
Licenses

-Payroll
Taxes

-Telephone

-Travel

-Uniforms 
Laundry

-Utilities

-Meals and
Entertainment

-Business
Taxes

-State
Disability Employers Ins.

-Workmans
Compensation

-State
Unemployment

-Total
Expenses

2,810Net Income
(Loss)
$
(2,810)Net Income
(Loss) per share  3,450,000 shares issued
$
(0.0008)  4    CFO CONSULTANTS, INC.
(A DEVELOPMENT STAGE COMPANY)STATEMENT OF CASH FLOWSFOR THE 6 MONTHS ENDED JUNE 30, 2008CASH FLOWS FROM
OPERATING ACTIVITIESNet
income
$
(2,810)Adjustments to
reconcile net income to net cash providedby operating
activitiesDepreciation

-Amortization

-(Increase)
decrease in:Accounts
Receivable

-Inventory

-Increase
(decrease) in:Accounts
Payable

-Accrued Payroll
Taxes

-Net
Cash Provided (Used) By Operating Activities

(2,810)CASH FLOWS FROM
INVESTING ACTIVITIESFixed Asset
Additions

-Net
Cash (Used) By Investing Activities

-CASH FLOWS FROM
FINANCING ACTIVITIESLoans From
Shareholders

-Capital
Contributions

6,800Net
Cash (Used) By Financing Activities

6,800NET INCREASE
(DECREASE) IN CASH

3,990CASH AT
BEGINNING OF PERIOD

-CASH AT END OF
PERIOD
$
3,990  The
accompanying notes are an integral part of these FINANCIAL STATEMENTS.  5   CFO Consultants, Inc.(A Development Stage Company)Notes to
Financial StatementsFor The Three Months Ended June 30, 2008 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
June 30, 2008 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.  The
total number of Common Stock shares outstanding and issued as of the end of Dec.
31, 2007 and 2006 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 June 30, 2007 were 3,190,400,
total value of $53,190.  6   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 June 30, 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 June 30, 2008, there were 3,190,400 shares of Common Stock issued
and outstanding. As of June 30, 2008, no Preferred Stock were issued or
outstanding.  NOTE 3
- FIXED ASSETS:  The
Company has no Fixed Assets for the period ending June 30, 2008 and December 31,
2007.  NOTE 4
- CURRENT LIABILITIES:  Following are the Current Liabilities of the Company as of June.
30, 2008 and December 31, 2007 were:  Category
Description

Amounts due6/30/08

Amounts due12/31/07Current
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 June 30, 2008, compared with a net loss of $ 0  for the three months
ended June 30, 2007.  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, 2007
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  Evaluation of Disclosure Controls and Procedures  As
required by Rule 13a-15 under the Securities Exchange Act of 1934 (the 1934
Act), as of June 30, 2008, 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 June 30, 2008.  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:  (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;  10   (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
June 30, 2008, 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 June 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 June 30, 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.  (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.  11   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 June 30, 2008, 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 June 30, 2008, 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 S-1 of April 2008.  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.  12   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K  The
following documents are included or incorporated by reference as exhibits to
this report:  Exhibit Number
Description31.1
Certification 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 200231.2
Certification 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 200232.1
Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.1
Certification 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: Oct. 7, 2008  CFO
Consultants, Inc.RegistrantBy: /s/
Norman LeBoeufNorman
LeBoeuf      Chairman of the
Board      Chief Executive
Officer   14