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 March 31, 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 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 April 30, 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 March 31, 2009 (Unaudited) and
December 31, 2008
     3Statements of Operations for the Three-MonthPeriods
Ended March 31, 2009 and 2008 (Unaudited)
     4Statements of Cash Flows for the Three-Month Periods
Ended March 31, 2009 and 2008 (Unaudited)
     5Notes to the Financial Statements
     6Item 2.  Managements Discussion and Analysis of
Financial Condition and Results of Operations
     18Item 3.  Quantitative and Qualitative Disclosures
About Market Risk
     20Item 4T.  Controls and Procedures
     20PART II.
     Other Information
     21Item 6. Exhibits
     21Signatures
     22  2




GREAT CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                       MARCH 31, 2009 AND DECEMBER 31, 2008
                                             (UNAUDITED) March 31,2009
     
      
     December 31, 2008ASSETSCurrent assets:Cash and equivalents
        
        
     $
        10,361,186
        

     $
        8,214,381Accounts receivable, net
     195,584
        

     222,735Other receivable, net
     262,950
        

     676,938Properties held for resale
     6,157,338
        

     6,228,607Total current assets
     16,977,058
        

     15,342,660Property and equipment, net
        
     
        50,219,393
        

     
        51,063,104Total assets
        
        
     $
        67,196,451
        

     $
        66,405,764LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Bank loans
     $19,289,028
        

     $19,317,925Accounts payable and accrued expenses
     4,380,361
        

     4,404,447Other payable
     1,684,166
        

     1,694,545Payable to disposed subsidiaries
        
        
     
        768,553
        

     768,287Commission payable
     1,781,411
        

     1,784,080Advances from buyers
     1,939,250
        

     1,997,262Taxes payable
     9,310,175
        

     9,107,260Total current liabilities
     39,152,944
        

     39,073,807Stockholders EquityCommon stock,  $.001 par value 50,000,000 sharesauthorized, 11,759,966  issued and outstandingas of March 31, 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
     2,239,867
        

     2,287,898Retained earnings
     20,587,596
        

     19,828,016Total stockholders' equity
     28,043,507
        

     27,331,957Total liabilities and stockholders' equity
     $67,196,451
        

     $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 MONTH PERIODS ENDED MARCH 31, 2009 AND
2008                                                     (UNAUDITED) March 31,2009
     
     2008RevenuesReal estate sales
     $181,056
        

     $1,453,855Rental and management fee income
     1,438,969
        

     1,422,294Total revenues
     1,620,024
        

     2,876,149Cost of revenues
     624,122
        

     939,702Gross profit
     995,903
        

     1,936,447Operation expensesSelling expenses
     63,213
        

     44,639General and administrative expenses
     863,118
        

     1,363,131Depreciation and amortization
     732,483
        

     718,918Total operation expenses
        
        
     
        1,658,814
        

     
        2,126,688Loss from operations
     (662,911
        )

     (190,241
        )Other income (expense)Land leveling income (expense)
     2,018,695
        

     --Gain on settlement of debt
     --
        

     1,006,130Other income, net
     142,968
        

     (183,035
        )Interest and finance costs
     (480,581
        )

     (788,229
        )Total other income
     1,681,082
        

     34,866Income (loss) before income taxes
     1,018,171
        

     (155,375
        )Provision for income taxes
     258,591
        

     38,303Net income (loss)
     759,580
        

     (193,678
        )Other comprehensive income (loss):Foreign currency translation adjustment
     (48,031
        )

     668,047Net comprehensive income (loss)
     $711,549
        

     $474,369Net income (loss) per share from continue operatingBasic
     $0.06
        

     $(0.02
        )Diluted
     $0.06
        

     $(0.02
        )Net income (loss) per share from discontinue operationsBasic
     $--
        

     $--Diluted
     $--
        

     $--Net income (loss) per shareBasic
     $0.06
        

     $(0.02
        )Diluted
     $0.06
        

     $(0.02
        )Weighted average number of shares outstandingBasic
     11,759,966
        

     11,759,966Diluted
     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 THREE MONTH PERIODS ENDED MARCH 31, 2009 AND 2008
                                                    (UNAUDITED) March 31,2009
     
     2008Cash flows from operating activities:Net income (loss)
     $759,580
        

     $(193,678
        )Adjustments to reconcile net income (loss) to operating activities -net cash provided by operating activitiesDepreciation and amortization
     732,483
        

     718,918Provision (recovery) for doubtful accounts
     121,558
        

     190,357Non-cash stock compensation expense
     --
        

     3,301(Increase)/decrease in assets:Accounts receivable and other receivable
     320,954
        

     31,651,817Advances to suppliers
     (2,925
        )

     --Properties held for resale
     61,922
        

     285,659Increase/(decrease) in liabilities:Accounts payable and accrued expenses
     (26,684
        )

     (21,141,255
        )Advances from buyers
     (54,999
        )

     (245,821
        )Income and other taxes payable
     208,880
        

     (56,297
        )Net cash provided by operating activities
     2,120,770
        

     11,213,001Cash flows from investing activities:Construction in progress
     35,108
        

     --Purchases of property & equipment
     161
        

     (29,638
        )Net cash provided by/(used in) investing activities
     35,268
        

     (29,638
        )Cash flows from financing activities:Loan repayments
        
        
     
        --
        

     
        (2,926,247
        )Net cash used in financing activities
     --
        

     (2,926,247
        )Effect of exchange differences
     (9,234
        )

     271,072Net increase /(decrease) in cash and cash equivalents
     2,146,805
        

     8,528,189Cash and cash equivalents, beginning of period
     8,214,381
        

     10,044,579Cash and cash equivalents, end of period
     $10,361,186
        

     $18,572,767Supplemental disclosures of cash flow information:Interest paid
     $487,610
        

     $556,211Income taxes
     $--
        

     $39,550 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 STATEMENTSMarch 31, 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.      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 in October 2008. As of December
15, 2008 Shenyang  Xinchao      and Yindu and their operations were  discontinued.  The  assets and
liabilities are to be transferred  to  Shenyang      Maryland International Industry
Co., Limited. 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.
 Bijing  Xinchao was disposed 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. On August 7, 2007,  the Company
 completed  the  acquisition  of all of the issued share capital of Loyal Best
     Property  Development  Limited  (Loyal  Best),  a Hong Kong  limited  company,
 from Gentle  Knight  Limited      (GKL). Loyal Best is the sole owner of an
entity  called  Shenyang  Loyal Best Hunnan  Property  Development  Limited      (Shenyang
 Loyal  Best),  a wholly owned  foreign  enterprise  that is a party to a  Confirmation
 Letter of      Auction  with  respect  to a parcel of land  located  at the  center
 area of  Hunnan  New Zone in the city of      Shenyang,  China (the Project).
 Immediately after acquisition,  the Company decided to sell Loyal Best at a      gain. The  Company,  through its
 wholly-owned  subsidiary  -  Silverstrand,  transferred  100% of the issued  share
     capital of Loyal Best Property  Development  Limited to Celebrities Real estate
Development Group Co., Ltd. in      exchange for the payment of  approximately  $48.70
million (360 million  Chinese yuan).  The  transaction  was      closed on December  15,
 2007.  As of December  31, 2008,  the Company  fully  received the selling  amount of
     disposal of Loyal Best. The Company engages in the
development and sale of high quality real estate properties and developed residential and
commercial properties includes Maryland building, President Buildings, Qiyuan new
village, Peacock Garden, and Chenglong Garden. The Company also engages in rental of
commercial buildings in the City of Shenyang, China. Shenyang Maryland, the Companys
indirect wholly-owned subsidiary, was one of the first private property developers and
retailers in China. 2.
Summary
of significant accounting policies  The accompanying consolidated
financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America.  The Companys functional currency is
the Chinese Renminbi (CNY); however the accompanying consolidated financial statements
have been translated and presented in United States Dollars ($) on the basis set forth
below. 6




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2009 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 three month period ended March 31, 2009 are not
necessarily indicative of the results to be expected for the full fiscal year ending December 31, 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 March 31, 2009 and December 31, 2008,
the Company reserved $5,777,222 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 March 31, 2009 and
December 31, 2008, properties held for sale amounted to $6,157,338 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 March 31, 2009 and December 31, 2008, Property,
Plant & Equipment consist of the following: 3-31-2009

     12-31-2008Building
     
     
     $
        63,125,962
        
        
     $
        63,220,533Automobile
     1,077,712
        
        
     1,079,326Office equipment & Furniture
     409,352,
        

     409,965Others
     39,109
        

     74,506$64,652,135
        

     64,784,330Accumulated depreciation
     (14,432,742
        )

     (13,721,226
        )Property and equipment, net
     $50,219,393
        

     $51,063,104 7




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2009 Depreciation expense for the three month periods ended March 31, 2009 and 2008 totaled $732,483 and $718,918
respectively. 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 three month periods ended March 31, 2009
and 2008. As of March 31, 2009 fixed assets totaling
$27,626,184 have been pledged as securities to various banks in
respect of borrowings totaling $19,289,028. 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 March 31, 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 STATEMENTSMarch 31, 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 March 31, 2009, the Company did not have any construction
fees need to be capitalized. Other income Other income consists
of land leveling  income,  which was a one-time  service  performed which was requested by
     our  customer  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. 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. 9




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2009 As of March 31,  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 March 31, 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,  Non-controlling  Interests  in  Consolidated  Financial
     Statements.  This  Statement  amends  ARB 51 to  establish  accounting  and
 reporting  standards  for  the      non-controlling  (minority)  interest  in a
 subsidiary  and  for the  deconsolidation  of a  subsidiary.  It      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.  SFAS No.  160 is      effective for the Companys fiscal year
beginning  January 1, 2009.  Management does not believe this
pronouncement will have a material effect on 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  noncontrolling      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. The Company      will be required to expense
costs related to any  acquisitions after  December 31, 2008.  Management does not believe this pronouncement
will have a material effect on financial statements. 10




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2009 Reclassifications Certain
amounts in the 2007 financial statements have been reclassified to conform to
the 2008 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 March 31, 2009 and December 31, 2008 by project are as follows: 3-31-2008
        
     12-31-2008Qiyun New Village
     
     
     $
        789,374
        

     $
        854,183Peacock Garden
     175,917
        

     176,180Chenglong Garden
     4,530,214
        

     4,536,993President Building
     218,502
        

     218,829Maryland Building
     268,174
        

     268,575Others
     175,157
        

     173,847Total
     $6,157,338
        

     $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 $7,318  (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 $7,318  (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 March 31, 2009 and December 31,
2008, $603,773 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. $ 259,517 and $299,731 was included in advance from buyers for
this Scheme as of March 31, 2009 and December 31, 2008. 4.
Accounts
payable and accrued expenses  Accounts payable and
accrued expenses consisted of following as of March 31, 2009 and December 31, 2008: 03-31-2009

     12-31-2008Accounts payable
     
     
     $
        4,205,375
        

     $
        4,249,300Payroll and welfare payable
     98,519
        

     97,367Interest and other accrued expenses
     76,470
        

     57,780Total
     $4,380,361
        

     $4,404,447 11




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2009 5.
Tax
payables  Tax payables consist
of the following as of March 31, 2009 and December 31, 2008: 03-31-2009
        
     12-31-2008Income tax payable
     
     
     $
        6,484,225
        
        
     $
        5,857,279Business tax
     608,035
        

     1,021,519Land VAT payable
     2,196,484
        

     2,204,240Other levies
     21,431
        

     24,222Total
     $9,310,175
        

     $9,107,260  6.
Payable to disposed subsidiary  The balance payable to Loyal Best Property Development Limited
amounted to $768,553 and $768,287 as of March 31, 2009 and December 31, 2008. 7.
Short-term loans  Short-term loans as of March 31, 2009 and December 31, 2008
are comprised as follow: Nature
     Due on
     Interest per Annum
     03-31-2009Bank loan
     
     
     
     10-13-2009
     
     
        10.395%
        
     
        13,434,998Bank loan
        
        
     
        6-12-2009
        
     
        9.477%
        
     
        5,854,030Total
        
        
     
        
        
     
        
        
     $
        19,289,028  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  The above loans are secured by fixed
assets and land use rights the Company owned. As of March 31, 2009 and 2008,  the
 Company  incurred  interest  expense  amounting to $487,610  and  $792,530
     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. 12




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2009 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 March 31, 2009. 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 three month periods ended March 31, 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 expired 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 % Options outstanding
at March 31, 2009 and related weighted average price and intrinsic value are as follows: ExercisePrices

     TotalOptionsOutstanding

     WeightedAverageRemainingLife(Years)

     TotalWeightedAverageExercise Price

     OptionsExercisable

     WeightedAverageExercise Price

     AggregateIntrinsicValue$
        0.65
        
        
     
        10,000
        

     
        0.42
        

     $
        0.33
        

     
        5,833
        

     $
        0.33
        

     $
        1,000 A summary of option
activity as of March 31, 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 March 31, 2009
     10,000Exercisable on March 31, 2009
     5,833 13




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2009 10.
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 March 31, 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 three month periods
ended March 31,2009 and 2008: 3-31-2009
     3-31-2008US current income tax expense (benefit)Federal
     $      
           
       --
     $      
        
       --State
     --
     --HK current income tax expense
     --
     --PRC current income tax expense
     $        258,591
     $      
       38,303Total provision for income tax
     $       
       258,591
     $      
       38,303    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:  3-31-2009
     3-31-2008Tax 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% 14




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2009 United States of
America As of March 31, 2009, the Company
in the United States had approximately $484,645 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 March 31, 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 March 31, 2009 and December 31, 2008. 3-31-2009
     12-31-2008Net operation loss carry forward
     $           (484,645)
     $        (470,800)Total deferred tax assets
     193,858
     188,320Less: valuation allowance
     (193,858)
     (188,320)Net deferred tax assets
     $           
      --
     $           
      --  Hong Kong As of March  31, 2009,  the  Company
 in Hong Kong had  approximately  $126,580 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 March 31, 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
March 31, 2009 and December 31, 2008. 3-31-2009
     12-31-2008Net operation loss carry forward
     $         (126,580)
     $         (124,276)Total deferred tax assets
     22,152
     21,748Less: valuation allowance
     (22,152)
     (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. 15




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2009 As
of March 31, 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
March 31, 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 March 31, 2009 and December 31, 2008. 3-31-2009
     12-31-2008Net operation loss carry forward
     $       (1,901,168)
     $     (2,919,384)Total deferred tax assets
     475,292
     858,978Less: valuation allowance
     (475,292)
     (858,978)Net deferred tax assets
     $           
      --
     $           
      --  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 March 31, 2009 and December 31, 2008: 3-31-2009
     12-31-2008Aggregate:Total deferred tax assets
     $              691,302
     $            1,047,298Less: valuation allowance
     (691,302)
     (1,047,298)Net deferred tax assets
     $           
      --
     $           
      --  11.
Other
comprehensive income  Balances
of related after-tax components comprising accumulated other comprehensive income (loss),
     included in stockholders equity, at March 31, 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
     (48,031)Balance as of March 31, 2009
     $               2,239,867  12.
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. 16




GREAT
CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2009 During
the periods ended March 31, 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 periods
ended March 31, 2009 and December 31, 2008: 3-31-2009
               
     12-31-2008Revenues from unaffiliated customers:Selling of properties
        
        
     $181,056
        
     
     $3,679,044Rental income & Management fee
     1,438,969
        
     
     6,011,176Consolidated
     $1,620,024
        
     
     $9,690,220Operating income (loss):Selling of properties
     $(455,733
        )
     
     $(85,684
        )Rental income & Management fee
     (5,692
        )
     
     (44,090
        )Corporation (1)
     (201,486
        )
     
     (1,369,887
        )Consolidated
     $(662,911
        )
     
     $(1,499,661
        )Net income (loss) before taxes:Selling of properties
     $(1,096,687
        )
     
     $(2,070,360
        )Rental income & Management fee
     (5,782
        )
     
     (44,330
        )Corporation (1)
     2,120,640
        
     
     3,927,009Consolidated
     $1,018,171
        
     
     $1,812,319Identifiable assets:Selling of properties
     $6,710,978
        
     
     $6,685,110Rental & Management fee
     50,434,111
        
     
     51,278,231Corporation (1)
     10,051,362
        
     
     8,442,423Consolidated
     $67,196,451
        
     
     $66,405,764Depreciation and amortization:Selling of properties
     $--
        
     
     $--Rental & management fee
     732,288
        
     
     2,980,072Corporation (1)
     195
        
     
     4,544Consolidated
     $732,483
        
     
     $2,984,615Capital expenditures:Selling of properties
     $--
        
     
     $--Rental & management fee
     (35,124
        )
     
     75,949Corporation (1)
     (161
        )
     
     (128,640
        )Consolidated
     $(35,285
        )
     
     $(52,691
        ) (1).
Unallocated loss from Operating income (loss) and Net income (loss) before taxes are
primarily related to general         corporate expenses. 17




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 March 31, 2009 with March 31, 2008: The Company  realized net income of
$759,580  for the three  months  ended March 31, 2009,  compared to a net       loss of
$193,678 for the comparable  period ended March 31, 2008,  representing  an increase of
$953,258 or       492.19%. Components which resulting in this increase were discussed
below. Revenues  decreased by $1,256,125 or
43.67% to $1,620,024  for the three months ended March 31, 2009 compared       to
$2,876,149  for the  corresponding  period in 2008.  The decrease in revenues is a result
of a decrease in       the amount of $1,272,799,  or 87.55%, in real estate sales revenue
as the Company realized lower sales volume       due to a decrease in the  remaining
 building  units  available  for sale as  projects  enter the final sales       stage.
 This decrease in sales was only slightly  offset by a small increase of $16,675,  or
1.17%, in rental       and management fee income in the first quarter of 2009 compared to
the same period in 2008. Cost of properties sold decreased by
$315,580 or  33.58% for the three months ended March 31, 2009  compared to       $939,702
 for the same  period in 2008.  This was  primarily  attributable  to the  decrease in
the number of       units sold described above. Selling expenses  increased by
$18,574 or 41.61% to $63,213 for the three months ended March 31, 2009 compared       to
$44,639 for the three months ended March 31, 2008.  This increase was mainly
 attributable to expenditures       for business development. General and  administrative  expenses
 decreased by $500,013 or 36.68% to $863,118 for the three months ended       March
31, 2009  compared to $1,363,131 for comparable  period in 2008. The decrease is mainly
 attributable to       the elimination of costs associated with the activities of two
subsidiaries  that were  discontinued in 2008.       Furthermore,  consulting  fees
accrued in the first  quarter of 2008 were not accrued in the first quarter of       2009. Depreciation  expense  increased by
$13,565 or 1.89% to $732,483  for the three  months ended March  31, 2009,       compared
to $718,918 for the comparable period in 2008, mainly due to exchange rate movement. 18




Land leveling income in the first
quarter of 2009 was $2,018,695, and there was no comparable income in the first quarter
of 2008.  However, in the three-month period ended March 31, 2008, the Company recognized
gain on settlement of debts in the amount of $1,006,130 from disposal of debts of
Shenyang Normal College, which did not recur in the first quarter of 2009 and was $0.
 Other income, net, increased to $142,968 in the first quarter of 2009 compared to
$(183,035) for the same period in 2008.  As a result of the decrease in Company debt
obligations, interest and finance costs improved from $(788,229) in the first quarter of
2008 to $(480,581) in the first quarter of 2009. (4)
Cash
Flow Discussion Net cash flows  provided by
 operating  activities  for the three  months  ended March 31, 2009 and 2008 were
      $2,120,770  and  $11,213,001,  respectively.  This decrease is due to the fact
accounts  receivable and other       receivable was $320,954 at March 31, 2009,  compared
to $31,651,817 at March 31, 2008,  because of collection       in 2008 of the receivable
arising from the disposal of a subsidiary,  which was only partially offset in 2008
      by accounts payable and accrued expenses of $21,141,255. Net cash flows provided by/ used in
investing  activities for the three months ended March 31, 2009 and 2008,       were not
material. Net cash flows used in financing
activities, primarily repayment of loans to banks, was $(2,926,247) for the three months
ended March 31, 2008, and $0 the three months ended March 31, 2009. (5)
Liquidity
and Capital Resources Current liabilities exceeded current
assets by $22,175,886 as of March 31, 2009.  The working capital deficit arises primarily
from short term loans of $19,289,028.  It is 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 customary bank practices.  Under the
circumstances, most lending banks have worked with borrowers in reaching agreements for
loan extension or restructuring for a shorter period within the administrative guidelines
of the government.  There is no assurance these practices will continue in the future and
that the Company will be able to obtain extensions on its loans when they come due. (6)
Contractual Obligations The following table
was a summary of the Companys contractual obligations as of March 31, 2009: Total

     Less thanone year

     1-3 Years

     ThereafterShort-Term Debt
     
     
     $
        19,289,028
        

     $
        19,289,028
        

     $
        --
        

     $
        --Long-Term Debt
     --
        

     --
        

     --
        

     --Amounts due to related parties
     --
        
     --
        
     --
        
     --Construction commitments
        
        
     
        --
        
     --
        
     --
        
     --Total Contractual Cash Obligations
     $19,289,028
        
     $19,289,028
        
     $--
        
     $-- 19




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. 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 March 31, 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 March
31, 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. 20




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 March 31,
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 21




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: May 15, 2009
        
     By:
     
     /s/ Jiang PengJiang Peng, Chairman of the Board(Principal Executive Officer)   Date: May 15, 2009
     
     By:
     
     /s/ Sun DongqingSun Dongqing, Chief Financial Officer(Principal Financial and Accounting Officer) 22