UNITED STATES SECURITIES AND
EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q T
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period June 30, 2009 ̈
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934for the transition period from        to  Commission File No.
0-23015 GREAT CHINA
INTERNATIONAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada
     
     87-0450232(State or Other Jurisdiction of
Incorporation or Organization)
     
     (IRS Employer Identification No.) C Site 25-26F Presidential Building, No. 69 Heping North Street Heping District, Shenyang 110003, Peoples Republic of China (Address of Principal Executive Offices) 0086-24-22813888 (Issuer's telephone number) Not Applicable (Former name, address and fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes   x   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 (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required
to submit and post such files).   Yes    ̈   No   ̈ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-3 of the Exchange Act). (check one) Large accelerated filer   ̈   Accelerated filer   ̈
          Non-accelerated filer   ̈   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   ̈   No  x State the number of shares outstanding of each of the issuers classes of common equity:  As of July 31, 2009,
there were 11,759,966 shares of common stock outstanding.




FORM 10-Q GREAT CHINA INTERNATIONAL HOLDINGS, INC. TABLE OF CONTENTS
     
     Page PART I.
     Item 1. Financial Information
     3Balance Sheet as of June 30, 2009 (Unaudited) and
December 31, 2008
     3Statements of Operations for the Three-Month and Six-MonthPeriods
Ended June 30, 2009 and 2008 (Unaudited)
     4Statements of Cash Flows for the Six-Month Periods
Ended June 30, 2009 and 2008 (Unaudited)
     5Notes to the Financial Statements
     6Item 2.  Managements Discussion and Analysis of
Financial Condition and Results of Operations
     20Item 3.  Quantitative and Qualitative Disclosures
About Market Risk
     22Item 4T.  Controls and Procedures
     23PART II.
     Other Information
     23Item 6. Exhibits
     23Signatures
     24  2




GREAT CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                      AS OF JUNE 30, 2009 AND DECEMBER 31, 2008
                                             (UNAUDITED) June 30,2009
     
        
     December 31, 2008ASSETSCurrent assets:Cash and equivalents
     $10,084,390
        

     $8,214,381Accounts receivable, net
     230,737
        

     222,735Other receivable, net
     461,022
        

     676,938Properties held for resale
     5,903,070
        

     
        6,228,607Total current assets
     16,679,219
        

     15,342,660Property and equipment, net
     49,507,665
        

     51,063,104Total assets
     $66,186,883
        

     $66,405,764LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Bank loans
     $19,296,838
        

     $19,317,925Accounts payable and accrued expenses
     4,258,547
        

     4,404,447Other payable
     1,599,191
        

     1,694,545Payable to disposed subsidiaries
     768,865
        

     768,287Commission payable
     1,781,411
        

     1,784,080Advances from buyers
        
        
     1,643,247
        

     1,997,262Taxes payable
     9,266,777
        

     9,107,260Total current liabilities
     38,614,876
        

     39,073,807Stockholders' equity:Common stock,  $.001 par value 50,000,000 sharesauthorized, 11,759,966 issued and outstandingas of June 30, 2009 and December 31, 2008
     11,760
        

     11,760Additional paid in capital
     4,566,156
        

     4,566,156Statutory reserve
        
        
     
        638,128
        

     
        638,128Other comprehensive income
     2,244,235
        

     2,287,898Retained earnings
        
        
     
        20,111,728
        

     
        19,828,016Total stockholders' equity
     27,572,007
        

     27,331,957Total liabilities and stockholders' equity
     $66,186,883
        

     $66,405,764 The accompanying notes are integral part of these unaudited consolidated
financial statements. 3




GREAT CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE
INCOME FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2009 AND
2008 (UNAUDITED) Three month periods ended
     
     Six month periods ended2009
     
     2008


     2009


     2008RevenuesReal estate sales
        
        
     $299,320
        

     $743,298
        

     $480,376
        

     $2,218,685Rental and management fee income
     1,445,622
        

     1,470,838
        

     2,884,590
        

     2,914,196Total revenues
     1,744,942
        

     2,214,136
        

     3,364,966
        

     5,132,881Cost of revenues
     658,012
        

     1,063,061
        

     1,282,133
        

     2,016,680Gross profit
     1,086,930
        

     1,151,075
        

     2,082,833
        

     3,116,201Operation expensesSelling expenses
     163,782
        

     36,788
        

     226,995
        

     82,088General and administrativeexpenses
     456,664
        

     723,473
        

     1,319,769
        

     2,104,557Depreciation and amortization
     732,145
        

     730,659
        

     1,464,642
        

     1,460,224Total operation expenses
     1,352,592
        

     1,490,920
        

     3,011,406
        

     3,646,869Loss from operations
     (265,662
        )

     (339,844
        )

     (928,573
        )

     (530,668
        )Other income (expense)Land leveling income (expense)
     107,663
        

     --
        

     2,126,358
        

     --Gain on settlement of debt
     --
        

     --
        

     --
        

     1,075,843Other income, net
     171,156
        

     4,843
        

     314,079
        

     (235,715
        )Gain on forgiveness of debt
     --
        

     --
        

     --
        

     --Interest and finance costs
     (488,887
        )

     (609,439
        )

     (969,422
        )

     (1,409,324
        )Total other income (expense)
     (210,067
        )

     (604,596
        )

     1,471,015
        

     (569,196
        )Income (loss) before income taxes
     (475,729
        )

     (944,440
        )

     542,442
        

     (1,099,865
        )Provision for income taxes
     137
        

     (202,900
        )

     258,729
        

     (164,030
        )Net income (loss)
     (475,867
        )

     (741,540
        )

     283,713
        

     (935,834
        )Other comprehensive income (loss):Foreign currency translation adjustment
     4,367
        

     493,543
        

     (43,663
        )

     1,161,590Net comprehensive income (loss)
     $(471,500
        )

     $(247,997
        )

     $240,050
        

     $225,755Net income (loss) per share from continue operatingBasic
     $(0.04
        )

     $(0.06
        )

     $0.02
        

     $(0.08
        )Diluted
     $(0.04
        )

     $0.06
        )

     $0.02
        

     $(0.08
        )Weighted average number of shares outstandingBasic
     11,759,966
        

     11,759,966
        

     11,759,966
        

     11,759,966Diluted
     11,759,966
        

     11,759,966
        

     11,759,966
        

     11,759,966 The accompanying notes are integral part of
these unaudited consolidated financial statements. 4




GREAT CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                             FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2009 AND 2008
                                                    (UNAUDITED) 2009
     
     2008Cash flows from operating activities:Net income (loss)
     $283,713
        

     $(935,834
        )Adjustments to reconcile net income (loss) to operating activities -net cash provided by operating activitiesDepreciation and amortization
     1,464,642
        

     1,460,224Deferred tax assets
     --
        

     (164,030
        )Gain on interest expense waived
     --
        

     (1,075,843
        )Provision (recovery) for doubtful accounts
     (3,764,579
        )

     149,427Non-cash stock compensation expense
     --
        

     3,301(Increase)/decrease in current assets:Accounts receivable and other receivable
     4,122,932
        

     31,720,942Advances to suppliers
     (22,263
        )
     --Prepaid expenses
     (140,887
        )

     --Properties held for resale
     318,629
        

     713,750Increase/(decrease) in current liabilities:Accounts payable and accrued expenses
     (289,045
        )

     (22,392,727
        )Advances from buyers
     (351,715
        )

     (168,530
        )Income and other taxes payable
     167,089
        

     (161,997
        )Net cash provided by operating activities
     1,788,516
        

     9,148,681Cash flows from investing activities:Purchases (disposal) of property & equipment
     46,203
        

     (46,217
        )Net cash provided by/(used in) investing activities from continuing operations
     46,203
        

     (46,217
        )Net cash used in investing activities from discontinued operation
     --
        

     --Net cash provided by/(used in) investing activities
     46,203
        

     (46,217
        )Cash flows from financing activities:Loan repayments
     --
        

     (8,643,184
        )Effect of exchange differences
     35,290
        

     481,386Net increase in cash and cash equivalents
     $1,870,009
        

     $940,666Cash and cash equivalents, beginning of period
        
        
     $
        8,214,381
        

     $
        10,044,579Cash and cash equivalents, end of period
        
        
     $
        10,084,390
        

     $10,985,245Supplemental disclosures of cash flow information:Interest paid
     $249,665
        

     $75,420Income taxes
     $--
        

     $1,106,490 The accompanying notes are integral part of
these unaudited consolidated financial statements. 5




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 1.
Description
of business Nature of organization Great
 China  International  Holdings,  Inc.,  (the  Company  ) was  incorporated  in the
State of Nevada on      December  4, 1987,  under the name of Quantus  Capital,  Inc.,
 and in 1992,  it changed its name to Red Horse      Entertainment  Corporation.  On
September 15, 2005, the Company changed its name to Great China  International
     Holdings, Inc. Shenyang
 Xinchao  Property  Company  Limited  (Shengyang  Xinchao)  was  registered  on August
16,  2005 in      Shenyang,  Liaoning  Province,  in the PRC with a registered  capital
of $12,330,456  (RMB  100,000,000) and a      defined  period of  existence  of 11 years
to  August  15,  2016.  Shenyang  Yindu  Property  Company  Limited      (Yindu)  was
 registered  on August 16, 2005 in Shenyang,  Liaoning  Province,  in the PRC with a
registered      capital of  $6,615,228  (RMB  50,000,000)  and a defined  period of
existence of 11 years to August 15, 2016..      According to the stratagem of the
Company,  The Company decided to discontinue  Shenyang  Xinchao and Yindu on      October
 2008.  As of December  15, 2008  Shenyang  Xinchao  and Yindu were  discontinued.  And
the assets and      liabilities  were  transferred  to Shenyang  Maryland  International
 Industry Co.,  Limited and  Silverstrand      Co.,Limited as of June 30,2009. Beijing
 Xinchao  Property  Company Limited  (Beijing  Xinchao) was registered in Beijing on
March 27, 2008.      Beijing  Xinchao was 100% owned by Shenyang  Xinchao with a
registered  capital  amounting to $4,255,440  (RMB      29,800,000)  and a defined
 period of  existence of 10 years.  Beijing  Xinchao was disposed of on May 2008 in
     the amount of $4,255,440  and no gain/loss  was  recognized  in the  disposal.  The
disposal  amount was fully      received  as of  December 31, 2008. The
 Company  engages in the  development  and sale of high  quality  real  estate
 properties  and  developed      residential and commercial  properties includes Maryland
building,  President  Buildings,  Qiyuan new village,      Peacock Garden, and Chenglong
Garden.  The Company also engages in rental of commercial  buildings in the City      of
Shenyang,  China. Shenyang Maryland, the Companys indirect wholly-owned  subsidiary,
 was one of the first      private property developers and retailers in China. 2.
Summary
of significant accounting policies  The
 accompanying  consolidated  financial  statements  have  been  prepared  in  conformity
 with  accounting      principles  generally  accepted in the United  States of America.
 The  Companys  functional  currency is the      Chinese Renminbi (CNY);  however the
accompanying  consolidated  financial statements have been translated and      presented
in United States Dollars ($) on the basis set forth below. The
following is a summary of significant accounting policies: Unaudited
 Interim  Financial  Information - The accompanying  unaudited  financial  statements of
the Company      have been  prepared in  accordance  with  generally  accepted
 accounting  principles  for  interim  financial      information.  Accordingly,  they
 do not  include  all of  the  information  required  by  generally  accepted
     accounting  principles  for complete  financial  statements.  In the opinion of
 management,  all  adjustments      (consisting  of  normal  recurring  adjustments)
 considered  necessary  for a  fair  presentation  have  been      included.  Operating
 results for the interim  periods are not  necessarily  indicative of the results for any
     future  period.  These  statements  should  be  read in  conjunction  with  the
 Company's  audited  financial      statements  and notes  thereto  for the fiscal  year
ended  December  31,  2008.  The results of the six month      period ended June 30, 2009
are not  necessarily  indicative  of the results to be expected for the full fiscal
     year ending December 31, 2009. 6




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 Principles
of Consolidation  The accompanying consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All
significant inter-company transactions and balances within the Company are
eliminated in consolidation. Allowance
for Doubtful Accounts - The Company maintains reserves for potential credit losses
on accounts receivable. Management reviews the composition of accounts receivable
and other receivable and analyzes historical bad debts, customer concentrations,
customer credit worthiness, current economic trends and changes in customer
payment patterns to evaluate the adequacy of these reserves. As of June 30,
2009 and December 31, 2008, the Company reserved $5,769,967 and $5,664,081
respectively. Properties
held for sale  The Company capitalizes as properties held for sale, the
direct construction and development costs, property taxes, interest incurred
on costs related to land under development and other related costs (i.e.
engineering, surveying, landscaping, etc.) until the property reaches its
intended use. As of June 30, 2009 and December 31, 2008, properties held for sale
amounted to $5,903,070 and $6,228,607, respectively. Properties
held for rental  Properties include buildings held for rental and land use
rights, which are being depreciated over the estimated useful lives of the
related assets. Depreciation is computed on the straight-line basis over 20-26
years. Property
and equipment  Property and equipment is being depreciated over the estimated
useful lives of the related assets. Depreciation is computed on the straight-line
basis over useful lives as follows: Buildings
     
     8-26 yearsLeasehold improvements
     
     20 yearsEquipment
     
     5 yearsMotor vehicles
     
     5 yearsOffice furniture and fixtures
     
     5 years As
of June 30, 2009 and December 31, 2008, Property, Plant & Equipment consist of the
following: 6-30-2009

     12-31-2008Building
     
     
     $
        63,151,520
        
        
     $
        63,220,533Automobile
     1,078,148
        
        
     1,079,326Office equipment & Furniture
     422,916
        

     409,965Others
     14,809
        

     74,506$64,667,393
        

     64,784,330Accumulated depreciation
     (15,159,728
        )

     (13,721,226
        )Property and equipment, net
     $49,507,665
        

     $51,063,104 Depreciation
expense for the six  month periods ended  June 30, 2009 and 2008 totaled $1,464,642 and
     $1,460,224 respectively. 7




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 Repairs
and maintenance costs are normally charged to the statement of operations in the year in
which they      are incurred. In situations where it can be clearly demonstrated that the
expenditure has resulted in an      increase in the future economic benefits expected to
be obtained from the use of the asset, the expenditure      is capitalized as an
additional cost of the asset. Property
and equipment are evaluated  annually for any impairment in value.  Where the
 recoverable  amount of      any property and equipment is determined to have declined
below its carrying  amount,  the carrying  amount is      reduced to reflect the decline
in value.  There were no property and equipment  impairments  recognized during      the
six month periods ended June 30, 2009,  2008  and 2007. As
of June 30, 2009 fixed assets  totaling  $27,637,370  have been pledged as  securities
 to various banks in      respect of borrowings totaling $19,296,838.. Construction-in-progress Properties currently under development are accounted for as
construction-in-progress. Construction-in-progress is recorded at acquisition
cost, including land rights cost, development expenditure, professional fees
and the interest expenses capitalized during the course of construction for the
purpose of financing the project. Upon completion and readiness for use of the project,
the cost of construction-in-progress is to be transferred to properties held for
sale. Construction-In-Progress
 is valued at the lower of cost or market.  Management  evaluates the market value of
     its  properties  on a  quarterly  basis by  comparing  selling  prices of its
 properties  with those of other      equivalent  properties in the vicinity  offered by
other developers  reduced by anticipated  selling costs and      associated taxes. In the
case of construction in progress,  management takes into  consideration the estimated
     cost to complete the project when making the lower of cost or market calculation. As
of June  30, 2009 and December 31,  2008,  the Company had $0 and $35,177
 construction-in-progress  balance      respectively. Revenue Recognition Real estate sales Real
estate sales are reported in  accordance  with the  provisions of SFAS No. 66,  Accounting
 for Sales of      Real  Estate.  Profit from the sales of  development  properties,
 less 5% business tax, is recognized by the      full accrual method when the sale is
consummated.  A sale is not considered  consummated until (1) the parties      are bound
by the terms of a contract,  (2) all consideration has been exchanged,  (3) any permanent
 financing      of which the seller is  responsible  has been  arranged,  (4) all
 conditions  precedent  to closing have been      performed,  (5) the seller does not
have substantial  continuing  involvement  with the property,  and (6) the      usual
risks and rewards of ownership have been  transferred to the buyer.  Sales  transactions
not meeting all      the  conditions of the full accrual  method are accounted for using
the deposit  method of  accounting.  Under      the deposit method,  all costs are
capitalized as incurred,  and payments received from the buyer are recorded      as a
deposit  liability.  Real estate rental income,  less 5% business tax, is recognized on
the straight-line      basis over the terms of the tenancy agreements. For
land sales,  the Company  recognizes the revenue when title of the land  development
 right is transferred      and collectability is assured. For
the  reimbursement  on  infrastructure  costs, the Company  recognizes the income (loss),
 which is at the      fair  market  value  agreed  between  the  Company  and the PRC
 government,  when they  enter  into a binding      agreement with the government
agreeing on the reimbursement. 8




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 Real
Estate Capitalization and Cost Allocation Real
estate held for development or sale consists of residential and commercial  units under
 construction and      units completed. Real
estate held for  development  or sale is stated at cost or estimated net realizable
 value,  whichever is      lower. Costs include land and land improvements,  direct
 construction costs and development costs,  including      predevelopment  costs,
 interest on  indebtedness,  real estate taxes,  insurance,  construction  overhead and
     indirect  project costs.  Selling and  advertising  costs are expensed as incurred.
 Total  estimated costs of      multi-unit developments are allocated to individual units
based upon specific identification methods. If
the real estate is  determined  to be  impaired,  it will be written  down to its fair
market  value.  Real      estate held for  development  or sale costs  include the cost
of land use rights,  land  development  and home      construction  costs,  engineering
 costs,  insurance costs,  wages, real estate taxes, and interest related to
     development  and  construction.  All costs are  accumulated by specific  projects
and allocated to residential      and commercial  units within the respective  projects.
 The Company leases the land for the  residential  unit      sites under land use rights
with  various  terms from the  government  of the PRC. The Company  evaluates  the
     carrying  value for  impairment  based on the  undiscounted  future cash flows of
the assets.  Write-downs  of      inventory  deemed  impaired would be recorded as
adjustments to the cost basis.  No  depreciation  is provided      for construction in
progress. Capitalization
of Interest In
 accordance  with SFAS 34,  interest  incurred  during  construction  is  capitalized  to
 construction  in      progress.  All other  interest is  expensed as  incurred.  Ended
June 30,  2009,  the Company did not have any      interest need to be capitalized. Other
income Other
income consists of land leveling  income,  which was one-time  service  performed which
was requested by      our  customers  and gain on  settlement of debt.  These  revenues
are  recognized  when the services have been      performed and the settled amount has
been paid in accordance with the terms of the agreement. Foreign
currencies - The Companys principal country of operations is in The Peoples Republic
of China. The financial position and results of operations of the Company
are determined using the local currency (Renminbi or Yuan) as the functional
currency. The results of operations denominated in foreign currency are translated
at the average rate of exchange during the reporting period. Assets
and  liabilities of the Company have been  translated at year- end exchange  rates,
 while revenues and      expenses  have been  translated at average  exchange  rates in
effect  during the year.  Resulting  cumulative      translation  adjustments have been
recorded as other  comprehensive  income (loss) as a separate  component of
     stockholders' equity. Equity
 denominated  in the functional  currency is translated at the historical  rate of
exchange at the time      of  capital  contribution.  All  translation  adjustments
 resulting  from the  translation  of the  financial      statements  into the reporting
 currency (US Dollars) are dealt with as an exchange  fluctuation  reserve in
     shareholders equity. 9




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 Earnings
Per Share  Basic earnings per share is computed by dividing net income by the
weighted-average number of common shares outstanding during the period. Diluted
earnings per share is computed by dividing net income by the weighted-average number
of common shares and dilutive potential common shares outstanding during the period. As
of June 30, 2009 and 2008,  there were no outstanding  securities or other contracts to
issue common stock,      such as options,  warrants or conversion  rights,  which would
have a dilutive effect on earnings per share as      the effect of options outstanding at
that time was anti- dilutive. Fair
value of financial instruments  The carrying amounts of certain financial instruments,
including cash, accounts receivable, commercial notes receivable, other
receivables, accounts payable, commercial notes payable, accrued expenses, and
other payables approximate their fair values as at June 30, 2009 and December
31,2008, because of the relatively short-term maturity of these instruments. Use
of estimates  The preparation of financial statements in accordance with generally
accepted accounting principles require management to make estimates and
assumptions that affect reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates. Concentrations
of business and credit risk  Financial instruments that potentially subject the
Company to concentrations of credit risk are cash, accounts receivable and other
receivables arising from its normal business activities. The Company places
its cash in what it believes to be credit-worthy financial institutions. The
Company has a diversified customer base, most of which are in China. The
Company controls credit risk related to accounts  receivable  through credit approvals,
 credit limits and      monitoring  procedures.  The Company  routinely  assesses the
financial  strength of its customers  and, based      upon factors surrounding the credit
risk,  establishes an allowance,  if required,  for uncollectible accounts      and, as a
consequence,  believes that its accounts  receivable  credit risk exposure  beyond such
allowance is      limited. Recent
accounting pronouncements  In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements, which is an amendment of Accounting Research Bulletin (ARB) No.
51. This statement clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. This statement changes the way the consolidated
income statement is presented, thus requiring consolidated net income to be reported at
amounts that include the amounts attributable to both parent and the noncontrolling
interest. This statement is effective for the fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008. Based on current
conditions, the Company does not expect the adoption of SFAS 160 to have a significant
impact on its results of operations or financial position. 10




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 In
March 2008, the FASB issued FASB Statement No. 161,  Disclosures  about Derivative
 Instruments and Hedging      Activities.  The new standard 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.  The new  standard  also  improves  transparency  about the  location  and
amounts of      derivative  instruments in an entitys  financial  statements;  how
derivative  instruments and related hedged      items are accounted for under  Statement
133; and how derivative  instruments  and related hedged items affect      its financial
 position,  financial  performance,  and cash flows.  Management  does not believe the
effect of      this pronouncement on financial statements will have a material effect. In
May of 2008, FASB issued SFASB No.162,  The Hierarchy of Generally Accepted  Accounting
 Principles.  The      pronouncement  mandates  the GAAP  hierarchy  reside in the
 accounting  literature  as  opposed  to the audit      literature.  This has the
practical  impact of elevating FASB Statements of Financial  Accounting  Concepts in
     the GAAP  hierarchy.  This  pronouncement  will become  effective 60 days following
SEC approval.  The Company      does not believe this pronouncement will impact its
financial statements. In
 May  2008,  FASB  issued  SFASB  No.  163,  Accounting  for  Financial  Guarantee
 Insurance  Contracts-an      interpretation  of FASB  Statement  No.  60. The  scope of
the  statement is limited to  financial  guarantee      insurance  (and  reinsurance)
 contracts. The  pronouncement  is effective for fiscal years  beginning  after
     December 31, 2008. The company does not believe this pronouncement will impact its
financial statements. In
December 2007, the FASB issued SFAS No. 141(R), Business  Combinations.  This Statement
replaces SFAS No.      141,  Business  Combinations.  This Statement  retains the
fundamental  requirements in Statement 141 that the      acquisition  method of
accounting  (which  Statement 141 called the purchase  method) be used for all business
     combinations  and for an  acquirer  to be  identified  for each  business
 combination.  This  Statement  also      establishes  principles  and  requirements  for
how the acquirer:  a) recognizes and measures in its financial      statements the
identifiable assets acquired,  the liabilities  assumed,  and any  non-controlling
 interest in      the acquiree;  b) recognizes and measures the goodwill  acquired in the
business  combination or a gain from a      bargain  purchase and c) determines what
 information to disclose to enable users of the financial  statements      to  evaluate
 the nature and  financial  effects  of the  business  combination.  SFAS No.  141(R)
 will apply      prospectively  to business  combinations  for which the acquisition
 date is on or after Companys fiscal year      beginning  January 1, 2009.  While the
Company has not yet evaluated  this  statement for the impact,  if any,      that SFAS
No.  141(R) will have on its  consolidated  financial  statements,  the Company  will be
required to      expense costs related to any acquisitions after January 1, 2009. On
December 30, 2008 FASB issued FIN 48-3, Effective Date of FASB Interpretation No. 48 for
Certain      Nonpublic Enterprises. This FSP defers the effective date of FASB
Interpretation No. 48, Accounting for      Uncertainty in Income Taxes, for certain
non-public enterprises as defined in paragraph 289, as amended, of      FASB Statement
No. 109, Accounting for Income Taxes, including non-public not-for-profit organizations.
     However, non-public consolidated entities of public enterprises that apply U. S.
GAAP are not eligible for      the deferral. Nonpublic enterprises that have applied the
recognition, measurement, and disclosure      provisions of Interpretation 48 in a full
set of annual financial statements issued prior to the issuance of      this FSP also are
not eligible for the deferral. This FSP shall be effective upon issuance. The Company
does      not believe this pronouncement will impact its financial statements. 11




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 On
January 12, 2009 FASB issued FSP EITF 99-20-01,  Amendment to the  Impairment  Guidance
of EITF Issue No.      99-20. This FSP amends the impairment guidance in EITF Issue No.
99-20,  Recognition of Interest Income and      Impairment  on  Purchased  Beneficial
 Interests  and  Beneficial  Interests  That  Continue  to be Held by a      Transferor
 in  Securitized  Financial  Assets,  to  achieve  more  consistent  determination  of
whether an      other-than-temporary  impairment  has  occurred.  The FSP also  retains
and  emphasizes  the  objective of an      other-than-temporary  impairment  assessment
and the related  disclosure  requirements  in FASB Statement No.      115,  Accounting
for Certain Investments in Debt and Equity Securities,  and other related guidance.  The
FSP      is shall be effective for interim and annual  reporting  periods ending after
December 15, 2008, and shall be      applied  prospectively.  Retrospective application
 to a prior  interim  or annual  reporting  period is not      permitted. The Company
does not believe this pronouncement will impact its financial statements. Reclassifications Certain amounts in the 2008 financial statements have been reclassified to conform
to the 2009 presentation. These reclassifications had on effect on previously
reported results of operations or retained earnings. 3.
Properties
held for resale  Properties held for
resale at June 30, 2009 and December 31, 2008 by project are as follows: 6-30-2008
        
     12-31-2008Qiyun New Village
     
     
     $
        789,692
        

     $
        854,183Peacock Garden
     175,988
        

     176,180Chenglong Garden
     4,433,096
        

     4,536,993President Building
     218,590
        

     218,829Maryland Building
     268,174
        

     268,575Others
     17,422
        

     173,847Total
     $5,903,070
        

     $6,228,607 The
Company  introduced a Five-year Trial  Accommodation  Scheme (the Scheme) to attract
 potential buyers      when initial sales at the project did not meet expectations.
 Under the Scheme,  property buyers were required      to pay a 10%  refundable  deposit
 based on the sale price of the property or $7,321  (RMB50,000)  and another      20%,
based on the sale price of the property which is  non-refundable,  over 5 years by
monthly  installments,      totaling 30%  throughout  the trial period.  The remaining
70% of the  consideration  shall be due and payable      immediately  after the trial
period when the property  buyers exercise their option whether or not to complete
     the  purchase.  If the buyer  chooses  not to buy the  property,  the 10%
 refundable  deposit or $7,321  (RMB      50,000) will be refunded to the buyers (less
any unpaid  rental due) and monthly  installments  received  over      the 5-year trial
period will have been recognized as rental income in the year in which they arose. As
of June 30, 2009 and December 31, 2008,  $604,017 and $668,305  worth of properties  held
for sale in Qiyun      New Village  were  occupied by  individuals  who agreed to buy the
 properties  without  having fully paid the      purchase consideration.  $ 259,622 and
$299,731 was included in advance from buyers for this Scheme as of June      30,2009 and
December 31, 2008. 12




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 4.
Accounts
payable and accrued expenses  Accounts payable and
accrued expenses consisted of following as of June 30, 2009 and December 31, 2008: 06-30-2009

     12-31-2008Accounts payable
     
     
     $
        4,191,325
        

     $
        4,249,300Payroll and welfare payable
     50,014
        

     97,367Interest and other accrued expenses
     17,208
        

     57,780Total
     $4,258,547
        

     $4,404,447 5.
Tax
payables  Tax payables consist
of the following as of June 30, 2009 and December 31, 2008: 06-30-2009
        
     12-31-2008Income tax payable
     
     
     $
        6,476,271
        
        
     $
        5,857,279Business tax
     614,612
        

     1,021,519Land VAT payable
     2,196,899
        

     2,204,240Other levies
     (21,005
        )

     24,222Total
     $9,266,777
        

     $9,107,260  6.
Payable to disposed subsidiary-restated  The
balance payable to Loyal Best Property Development Limited (a previously disposed subsdiary)
amounted to $768,865 and $768,287 as of June 30, 2009 and December 31, 2008, respectively. 7.
Short-term loans  Short-term loans as of June 30, 2009 and December 31, 2008
are comprised as follow: Nature
     Due on
     Interest per Annum
     06-30-2009Bank loan
     
     
     
     10-13-2009
     
     
        10.395%
        
     
        13,440,438Bank loan
        
        
     
        6-12-2010
        
     
        8.775%
        
     
        5,856,400Total
        
        
     
        
        
     
        
        
     $
        19,296,838  Nature
     Due on
     Interest per Annum
     12-31-2008Bank loan
     
     
     
     10-13-2009
     
     
        10.395%
        
     
        13,455,125Bank loan
        
        
     
        6-12-2009
        
     
        9.477%
        
     
        5,862,800Total
        
        
     
        
        
     
        
        
     $
        19,317,925 13




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 The
above loans are secured by fixed assets and land use rights the Company owned. As
of June 30, 2009 and 2008,  the  Company  incurred  interest  expense  amounting to
 $969,422  and  $1,409,324 respectively. On
June 22, 2006 the Company  entered into a settlement  agreement  with a bank with respect
to  $8,230,453 of      past due  notes.  In  accordance  with the  settlement  agreement,
 $1,228,163  loan  interest  accrued  as of      December 31, 2007 may be waived if the
Company repays the loan principle per the  installments  schedule.  The      Company is
 required  to pay back the loan  principal  in a three step  installments  in which the
entire bank      loan will be paid off on September 20, 2008. The
Company paid three installments on time per the schedule of agreement.  The outstanding
interest for the said loan was partially waived by the bank in the amount of $1,006,722
based on the agreement and the Company paid off the rest amount to the bank as of
December 31, 2008. The $1,006,722 waived interest expense was recognized as other income
as of June 30, 2008. 8.
Statutory
Reserve In
 accordance  with the Chinese  Company  Law,  the Company  has  established  a policy to
reserve 10% of its      annual net income as statutory  reserve.  When the accrued
statutory  reserve reached the 50% of capital,  the      company  could select not to
accrue any more.  The Company  accrued  $0 and $11,491  during the six month
     periods ended June 30, 2009 and 2008. 9.
Stock Options On
January 31, 2008,  the Company  issued a  non-incentive  stock option for 10,000 shares
to a  non-employee       director  with an  exercise  price of $0.65 that will  expire on
January 31,  2010.  The  options  vested and       became exercisable over a term of two
years. Risk-free interest rate
     2.00%Expected life of the options
     2 yearExpected volatility
     121.79%Expected dividend yield
     0 % On
January 31, 2007,  the Company  issued a  non-incentive  stock option for 10,000 shares
to a  non-employee       director  with an  exercise  price of $4.65 which will expire on
January  31,  2009.  The options  vested and       became exercisable over a term of two
years. Risk-free interest rate
     2.00%Expected life of the options
     2 yearExpected volatility
     83.76%Expected dividend yield
     0 % 14




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 Options
outstanding at June 30, 2009 and related weighted average price and intrinsic value is as
follows: ExercisePrices

     TotalOptionsOutstanding

     WeightedAverageRemainingLife(Years)

     TotalWeightedAverageExercise Price

     OptionsExercisable

     WeightedAverageExercise Price

     AggregateIntrinsicValue$
        0.65
        
        
     
        10,000
        

     
        0.29
        

     $
        0.33
        

     
        7,083
        

     $
        0.33
        

     $
        1,000 A summary of option
activity as of June 30, 2009, and changes during the periods then ended is presented
     below: Options
     SharesOutstanding at December 1, 2007
     20,000Granted
     --Exercised
     --Forfeited or expired
     10,000Outstanding on June 30, 2009
     10,000Exercisable on June 30, 2009
     7,083 10.
Disposal of subsidiaries and discontinuance of subsidiaries Shenyang
 Xinchao  Property  Company  Limited  (Shengyang  Xinchao)  was  registered  on August
16,  2005 in      Shenyang,  Liaoning  Province,  in the PRC with a registered  capital
of $12,330,456  (RMB  100,000,000) and a      defined  period of  existence  of 11 years
to  August  15,  2016.  Shenyang  Yindu  Property  Company  Limited      (Yindu)  was
 registered  on August 16, 2005 in Shenyang,  Liaoning  Province,  in the PRC with a
registered      capital of  $6,615,228  (RMB  50,000,000)  and a defined  period of
 existence of 11 years to August 15, 2016.      Xinchao  and Yindu were  formed to
develop a certain  tract of  property  located  in the Heping  District  of
     Shenyang,  and will feature a  construction  area of almost  500,000  square meters
with a linear site area of      approximately  101,000 square meters.  The local
 government of Heping District of Shenyang  received back the      land use rights of the
Xita project because of new developing plan of the district.  Heping District  refunded
     the land usage right paid by Xinchao and  reimbursed  the  development  cost
incurred by Xinchao.  The Company      decided to  discontinue  Shenyang  Xinchao and
Yindu on October 2008. As of December 15, 2008,  the operations      of Shenyang  Xinchao
and Yindu were  discontinued.  As of June 30,2009,  70% of the assets and the liabilities
     are to be transferred to Shenyang  Maryland  International  Industry Co., Limited
,the other 30% of the assets      and the liabilities to Silver strand. Beijing
Xinchao was registered in Beijing on March 27, 2008,  which was 100% owned by Shenyang
 Xinchao with a      registered capital amounting to $4,255,440 (RMB 29,800,000) and a
defined period of existence of 10 years. Sooner
after Beijing Xinchao registered, the Company changed their business development plan in
Beijing City and disposed Beijing Xinchao in May 2008 in the amount of $4,255,440
(RMB29,800,000). No gain/loss of the disposal was realized. Beijing Xinchao had no
operation before disposal. The disposal amount was fully received as of December 31, 2008. 15




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 11.
Income
Tax The
Company is registered in the State of Nevada and has  operations in primarily  three tax
 jurisdictions       the Peoples  Republic of China,  Hong Kong and the United  States.
 For  operation in the US, the Company has      incurred net  accumulated  operating
 losses for income tax  purposes.  The Company  believes  that it is more      likely
than not that these net  accumulated  operating  losses will not be utilized in the
future.  Therefore,      the Company has provided  full  valuation  allowance  for the
 deferred tax assets  arising from the losses at      these locations as of June 30,
2009. Accordingly, the Company has no net deferred tax assets. The
provision for income taxes from continuing operations on income consists of the following
for the six month periods ended June 30,2009 and 2008: The provision for income taxes from
continuing operations on income consists of the following for the three month periods
ended June 30,2009 and 2008: 6-30-2009
     6-30-2008US current income tax expense (benefit)Federal
     $      
           
       --
     $      
        
       --State
     --
     --HK current income tax expense
     --
     --PRC current income tax expense
     $        258,729
     $      
       (164,030)Total provision for income tax
     $       
       258,729
     $      
      (164,030)  The following is a
reconciliation of the provision for income taxes at the U.S. federal income tax rate to
     the income taxes reflected in the Statement of Operations:  6-30-2009
     6-30-2008Tax expense (credit) at statutory rate - federal
     34%
     34%State tax expense net of federal tax
     6%
     6%Changes in valuation allowance
     (40%)
     (40%)Foreign income tax - HK
     17.5%
     17.5%Valuation allowance
     (17.5%)
     (17.5%)Foreign income tax benefit - PRC
     25%
     25%Tax expense at actual rate
     25%
     25% United States of
America As
of June 30, 2009,  the Company in the United States had  approximately  $41,835 in net
operating loss carry      forwards  available to offset future  taxable  income.  Federal
net operating  losses can generally be carried      forward 20 years.  The deferred tax
assets for the United States  entities at June 30, 2009 consists mainly of      net
operating loss carry  forwards and were fully  reserved as the management  believes it is
more likely than      not that these assets will not be realized in the future. The
following table sets forth the significant components of the net deferred tax assets for
operation in the US as of June 30, 2009 and December 31, 2008. 6-30-2009
     12-31-2008Net operation loss carry forward
     $           (512,635)
     $        (470,800)Total deferred tax assets
     205,054
     188,320Less: valuation allowance
     (205,054)
     (188,320)Net deferred tax assets
     $           
      --
     $           
      -- 16




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 Hong Kong As
of June 30,2009,  the Company in the Hong Kong had  approximately  $1,545,266  in net
operating  loss carry      forwards  available to offset future taxable  income.  There
is no time limit for the losses to carry forward.      The deferred tax assets for the
Hong Kong  entities at June 30, 2009  consists  mainly of net  operating  loss      carry
 forwards  and were fully  reserved  as the  management  believes  it is more likely than
not that these      assets will not be realized in the future. The
following table sets forth the significant components of the net deferred tax assets for
operation in      Hong Kong as of June 30, 2009 and December 31, 2008. 6-30-2009
     12-31-2008Net operation loss carry forward
     $         (1,669,542)
     $         (124,276)Total deferred tax assets
     292,170
     21,748Less: valuation allowance
     (292.170)
     (21,748)Net deferred tax assets
     $           
      --
     $           
      --  Peoples
Republic of China (PRC) Pursuant
to the PRC Income Tax Laws,  the  Company's  subsidiary  is generally  subject to
 Enterprise  Income      Taxes ("EIT") at a statutory  rate of 33%,  which  comprises 30%
national  income tax and 3% local income tax.      The  subsidiary is qualified as a new
 technology  enterprises  and under PRC Income Tax Laws, it subject to a
     preferential tax rate of 18%. Beginning
 January 1, 2008,  the new  Enterprise  Income Tax ("EIT") law will  replace the
 existing  laws for      Domestic  Enterprises  ("DES") and Foreign  Invested
 Enterprises  ("FIEs").  The new standard EIT rate of 25%      will  replace the 33% rate
 currently  applicable  to both DES and FIEs.  The two years tax  exemption,  three
     years  50% tax  reduction  tax  holiday  for  production-oriented  FIEs  will  be
 eliminated.  The  Companys      applicable EIT rate under new EIT law is 25% which was
approved by local Tax department. As
of June 30,2009 and December 31, 2008,  the Companys PRC  subsidiary had net operating
loss carry forwards      which can be carried  forward 5 years to offset future  taxable
 income.  The deferred tax assets for Shenyang      Maryland,  Xinchao and Yindu at June
30,2009  consist  mainly of net  operating  loss carry  forwards and they      were fully
 reserved as the  management  believes  they are more likely than not that these assets
will not be      realized in the future. The
following table sets forth the significant components of the net deferred tax assets for
operation in PRC as of June 30,2009 and December 31, 2008. 6-30-2009
     12-31-2008Net operation loss carry forward
     $          (6,773,393)
     $     (2,919,384)Total deferred tax assets
     1,693,348
     858,978Less: valuation allowance
     (1,693,348)
     (858,978)Net deferred tax assets
     $           
      --
     $           
      -- 17




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 Aggregate net deferred tax
assets The
following table sets forth the significant components of the aggregate net deferred tax
assets      of the Company as of June 30, 2009 and December 31, 2008: 6-30-2009
     12-31-2008Aggregate:Total deferred tax assets
     $              2,190,572
     $            1,047,298Less: valuation allowance
     (2,190,572)
     (1,047,298)Net deferred tax assets
     $           
      --
     $           
      --  12.
Other
comprehensive income  Balances
of related after-tax components comprising accumulated other comprehensive income (loss),
     included in stockholders equity, at June 30, 2009 and December 31, 2008
are as follows: Balance as of December 31, 2007
     $               1,468,546Change for 2008
     819,352Balance as of December 31, 2008
     2,287,898Change in 2009
     (43,663)Balance as of June 30, 2009
     $               2,244,235  13.
Segment
Information  Statement
 of  Financial  Accounting  Standards  No.  131  ("SFAS  131"),  "Disclosure  About
 Segments  of an      Enterprise and Related  Information"  requires use of the
"management  approach" model for segment  reporting.      The  management  approach
 model is based on the way a  company's  management  organizes  segments  within the
     company for making operating  decisions and assessing  performance.  Reportable
segments are based on products      and services,  geography,  legal  structure,
 management  structure,  or any other manner in which  management      disaggregates a
company. During
the years ended June 30,2009 and December 31, 2008, the Company is organized into two
main business segments: (1) Property for sale, (2) Rental income and Income of management
fee of commercial buildings. The following table presents a summary of operating
information and certain year-end balance sheet information for the years ended June
30,2009 and December 31, 2008: 18




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 6-30-2009
               
     12-31-2008Revenues from unaffiliated customers:Selling of properties
        
        
     $480,376
        
     
     $3,679,044Rental income & Management fee
     2,884,590
        
     
     6,011,176Consolidated
     $3,364,966
        
     
     $9,690,220Operating income (loss):Selling of properties
     $(703,377
        )
     
     $(85,684
        )Rental income & Management fee
     214,533
        
     
     (44,090
        )Corporation (1)
     (439,729
        )
     
     (1,369,887
        )Consolidated
     $(928,573
        )
     
     $(1,499,661
        )Net income (loss) before taxes:Selling of properties
     $(1,712,401
        )
     
     $(2,070,360
        )Rental income & Management fee
     214,448
        
     
     (44,330
        )Corporation (1)
     2,040,440
        
     
     3,927,009Consolidated
     $542,487
        
     
     $1,812,319Identifiable assets:Selling of properties
     $6,455,594
        
     
     $6,685,110Rental & Management fee
     49,808,857
        
     
     51,278,231Corporation (1)
     9,922,432
        
     
     8,442,423Consolidated
     $66,186,883
        
     
     $66,405,764Depreciation and amortization:Selling of properties
     $--
        
     
     $--Rental & management fee
     1,464,642
        
     
     2,980,072Corporation (1)
     --
        
     
     4,544Consolidated
     $1,464,642
        
     
     $2,984,615Capital expenditures:Selling of properties
     $--
        
     
     $--Rental & management fee
     (21,389
        )
     
     75,949Corporation (1)
     (24,829
        )
     
     (128,640
        )Consolidated
     $(46,219
        )
     
     $(52,691
        ) (1).
Unallocated loss from Operating income (loss) and Net income (loss) before taxes are
primarily related to general         corporate expenses. 19




Item 2.  Managements Discussion and Analysis of Financial
Condition and Results of Operations (1)
Caution
Regarding Forward-Looking Information  The
 following  discussion  and  analysis  should  be read in  conjunction  with our
 consolidated  financial       statements prepared in accordance with accounting
 principles generally accepted in the USA. Unless otherwise       indicated,  references
in this discussion to we, our and us are to Great China International  Holdings,
      Inc., and its subsidiaries. Any
statements in this discussion that are not historical facts are forward-looking
statements that involve risks and uncertainties; actual results may differ from the
forward-looking statements. Sentences or phrases that use such words as believes, anticipates,
plans, may, hopes, can, will, expects, is designed to, with the intent, potential and
others indicate forward-looking statements, but their absence does not mean that a
statement is not forward-looking.  Factors that could have a material and adverse impact
on actual results are described under Part I, Item 1A. Risk Factors in our annual
report on Form 10-K for the year ended December 31, 2008, filed with the Securities and
Exchange Commission on March 31, 2009, as amended by Form 10-K/A filed April 3, 2009.  We
do not undertake any obligation to publicly release the results of any revisions to these
forward-looking statements that may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events. (2)
Executive
Summary  Great
China  International  is a comprehensive  real estate company with principal  activities
in real estate       investment,  development,  sales and  management.  We conduct all
our  operation in the Peoples  Republic of       China through our direct and indirect
wholly owned  subsidiaries;  Shenyang Maryland  International  Industry       Company
Limited and Silverstrand International Holdings Company Limited. (3)
Results
of Operations Comparison
of operations for June 30, 2009 with June 30, 2008: The
Company  realized net income (before  foreign  currency  translation  adjustment) of
$283,713 for the six       months ended June 30, 2009 compared to a net loss of
$(935,834) for the same period in 2008,  representing an       increase of $1,219,548 or
130.32%. Components which resulted in this increase are discussed below. Sales
 revenues  decreased  by  $1,767,915  or 34.44% to  $3,364,966  for the six months  ended
June 30, 2009       compared to $5,132,881 for the corresponding period of 2008. This is
attributable  primarily to a decrease of       $1,738,309,  or  78.35%,  real  estate
 sales  revenue  because  the number of units  available  for sale has       decreased
with developed projects entering the last stage of unit sales. Cost
of  properties  sold  decreased by $734,547 or 36.42% for the six months ended June 30,
2009 compared to       $2,016,680 for the same period in 2008. This was primarily
 attributable to the decrease of real estate sales       discussed above. Selling
expenses increased by $144,907 or 176.53% to $226,995 for the six months ended June 30,
2009 compared to $82,088 for the same period in 2008. This increase was mainly a result
of expenditures on new business development. 20




General
and  administrative  expenses decreased by $784,788 or 37.29% to $1,319,769 for six
months ended June       30, 2009  compared to $2,104,557  for the  comparable  period in
2008.  The main factors were the decrease of       consulting fees of RMB 2 million and
effective measures to reduce the operating costs. Land
 leveling  income  increased by $2,126,358 or 100% for the six months ended June 30, 2009
compared to $0       for June 30, 2008,  because there is was no leveling  operations and
related income in the first two quarters       of 2008. Gain
on settlement of debts decreased by $1,075,843 or 100% for the six months ended June 30,
2009,  compared       to the same period in 2008, due to the Company gain of $1,075,843
 from disposal of debts of Shenyang  Normal       College in 2008,  but there were no
 transactions  in the first six months of 2009 that  generated  a gain on
      settlement of debt. Other
 income,  net  increased  by $549,794 or 233.25% for the six months  ended June 30,
 2009,  compared to       $(235,715)  for the comparable  period in 2008.  This change is
attributed to an increase in fees for parking       and maintenance on developed projects
during the first six months of 2009. (4)
Cash
Flow Discussion Net
cash  flows  provided  by  operating  activities  for the six months  ended  June 30,
 2009 and 2008 were       $1,788,516 and $9,148,681 respectively. The factors which
resulted in this decrease are discussed below: Net
income  increased by 130.32% to $283,713 for the six months ended June 30, 2009 compared
to a net loss of       $(935,834) for the  corresponding  period in 2008.  Accounts
 receivable and other  receivables  decreased by       $27,598,010  or 87% as a result of
the  Company  collecting  the  receivable  accounts  related to disposal of a
      subsidiary in the first half of 2008. Net
cash flows provided by investing  activities for the six months ended June 30, 2009 was
$46,203  compared       to $(46,217) of cash flow used in investing  activities for the
same period in 2008.  The investing  activity       change was primarily due to the
purchases of property and equipment of $46,217 in 2008, and  construction  in
      progress as adjusted to other assets for 2009. Net
cash flows used in financing activities for the six months ended June 30, 2009 was $0
compared to $(8,643,184) for the comparable period in 2008, which is attributable
primarily to the fact there were no loan repayments in the first six months of 2009. (5)
Liquidity
and Capital Resources Current
 liabilities  exceeded current assets by $21,935,657 as of June 30, 2009. The working
capital deficit       was incurred  primarily due to Short Term Loans of $19,296,838.  It
has become common practice in China,  for       banks and companies to renegotiate  loan
 extensions on an annual basis.  This is driven by the ever changing       banking
regulatory environment and a situation where banks are becoming more conservative. Under
the circumstances, most lending banks have usually worked sympathetically and closely
with borrowers for loan extension or restructuring for a shorter period within the
administrative guidelines of the government. As State policies are issued outside the
control of the banks in China and form part of the macro and micro-economic measures,
many bankers and their customers are often stuck in the situation, thus they are
generally more tolerant than their counterparts in Western economies. 21




They
will work hard to deal with the situation provided the borrowers are responsible and have
good relationship with the lenders. (6)
Contractual Obligations The following table
was a summary of the Companys contractual obligations as of June 30, 2009: Total

     Less thanone year

     1-3 Years

     ThereafterShort-Term Debt
     
     
     $
        19,296,838
        

     $
        19,296,838
        

     $
        --
        

     $
        --Long-Term Debt
     --
        

     --
        

     --
        

     --Amounts due to related parties
     --
        
     --
        
     --
        
     --Total Contractual Cash Obligations
     $19,296,838
        
     $19,296,838
        
     $--
        
     $--  Item 3.  Quantitative and Qualitative Disclosure About
Market Risk Foreign Exchange Risk While
our reporting currency is the U.S. dollar, all of our consolidated revenues and
consolidated costs and expenses are denominated in Renminbi (RMB).  All of our assets are
denominated in RMB.  As a result, we are exposed to foreign exchange risk as our revenues
and results of operations may be affected by fluctuations in the exchange rate between
U.S. dollars and RMB.  If the RMB depreciates against the U.S. dollar, the value of our
RMB revenues, earnings and assets as expressed in our U.S. dollar financial statements
will decline.  The value of the RMB against the U.S. dollar and other currencies is
affected by, among other things, changes in Chinas political and economic conditions.
 Since July 2005, the RMB has not been pegged to the U.S. dollar.  Although the Peoples
Bank of China regularly intervenes in the foreign exchange market to prevent significant
short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate
significantly in value against the U.S. dollar in the medium to long term.  Moreover, it
is possible that in the future, PRC authorities may lift restrictions on fluctuations in
the RMB exchange rate and lessen intervention in the foreign exchange market. Interest Rate Risk We
are primarily exposed to interest rate risk arising from short loans.  As Great China
International we must renegotiate these loans on an annual basis, changes in PRC banking
or monetary policy may adversely affect results of operations. Credit Risk We
have not experienced significant credit risk, as most of our customers are long-term
customers with excellent payment records.  We review our accounts receivable on a regular
basis to determine if the allowance for doubtful accounts is adequate at each
quarter-end.  We only extend 30 to 90 day trade credit to our largest customers, which
tend to be well-established and large businesses, and we rarely see accounts receivable
go uncollected beyond 90 days and experienced minimal write-off of accounts receivable in
the past. 22




Inflation
Risk Inflationary
factors such as increases in the cost of raw material may adversely affect our investment
projects.  Although we do not believe that inflation has had a material impact on our
financial position or results of operations to date, a high rate of inflation in the
future may have an adverse effect on our results of operations if the selling prices of
our projects or services do not increase with these increased costs. Item
4T. Controls and Procedures Evaluation
of Disclosure Controls and Procedures Disclosure controls and procedures, as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) are
designed to ensure that information required to be disclosed in reports filed or
submitted under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in rules and forms adopted by the Securities and Exchange
Commission (SEC), and that such information is accumulated and communicated to
management, including the Chief Executive Officer and the Chief Financial Officer, to
allow timely decisions regarding required disclosures. In
connection with the preparation of this report, Great China Internationals management,
under the supervision and with the participation of the Chief Executive Officer and Chief
Financial Officer, reassessed the effectiveness of the design and operation of our
disclosure controls and procedures as of June 30, 2009.  Based on this evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that Great China
Internationals disclosure controls and procedures were effective as of the end of the
fiscal quarter on June 30, 2009, to ensure that information that is required to be
disclosed by Great China International in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the SECs rules and forms.  Notwithstanding the foregoing, a control system,
no matter how well designed and operated, can provide only reasonable, not absolute,
assurance that it will detect or uncover failures within Great China International to
disclose information that is otherwise required to be set forth in its periodic reports. Changes
in Internal Control over Financial Reporting There
were no changes in our  internal  control  over  financial  reporting  during the three
months ended June 30, 2009,  that have  materially  affected,  or are likely to
materially  affect,  our internal  control over financial reporting. PART II. OTHER INFORMATION Item
6. Exhibits Copies
of the following documents are included or furnished as exhibits to this report pursuant
to Item 601 of Regulation S-K. Exhibit No.
     SEC Ref. No.
     Title of Document31.1
     31
     The certification of chief executive officer required by Rule 13a-14(a) or Rule 15d-14(a)31.2
     31
     The certification of chief financial officer required by Rule 13a-14(a) or Rule 15d-14(a)32.1
     32
     The certifications required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350 23




SIGNATURES In
accordance with the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned thereunto duly authorized. GREAT CHINA INTERNATIONAL HOLDINGS, INC. Date: August 14, 2009
        
     By:
     
     /s/ Jiang PengJiang Peng, Chairman of the Board(Principal Executive Officer)   Date: August 14, 2009
     
     By:
     
     /s/ Sun DongqingSun Dongqing, Chief Financial Officer(Principal Financial and Accounting Officer) 24