UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): November 20,
2008
China
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-119034
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98-0432681
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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Julianna
Lu, BSc. MSc.
Chief
Executive Officer
101
Convention Center Drive, Suite 700, Las Vegas, NV
89109-2001
(Address
of principal executive offices) (Zip Code)
8E-C2,
Global Trade Mansion, No.9A, GuangHua Road, Chaovang District,
Beijing
PR China 100020
Issuer’s
telephone Number:
86-10-6586-4790
Mailing
Address
Suite
601 - 110 DaiYouBeiLi, HaiDian District, Beijing PR China
100091
Issuer’s
telephone Number:
86-10-6586-4790
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
4.01 Change in Registrant’s Certifying Accountants
On
November 17, 2008, The Company’s Board has legally formally dismissed and
terminated J. Crane CPA, P.C. as an independent registered public accounting
firm of China Holdings, Inc. and its subsidiaries (the "Company").
During
the Company’s two fiscal years ended December 31, 2007, and during the
subsequent interim period preceding the dismission of J. Crane CPA, P.C.
as
November 17, 2008, the Company did not consult with J. Crane CPA, P.C. regarding
the application of accounting principles to a specified transaction, either
completed or proposed, the type of audit opinion that might be rendered on
the
Company’s consolidated financial statements, or any other matters or reportable
events described in Item 304(a)(2)(ii) of Regulation S-K.
In
connection with the audits of the Company and its subsidiaries’ audit financial
statements for the year ended December 31, 2007 and the subsequent interim
period through the date of this dismission on November 17, 2008, there were
no
disagreements with J. Crane CPA, P.C. on any matters of accounting principles
or
practices, financial statement disclosure, or auditing scope or procedures
which, if not resolved to the satisfaction of J. Crane CPA, P.C. would have
caused J. Crane CPA, P.C. to make reference to the matter in their report.
J.
Crane CPA, P.C. did not issue or/and participate on the audit reports on
the
Company’s financial statements for the fiscal year ended December 31, 2007, and
2006.
During
the most recent fiscal year and the subsequent interim period through November
17, 2008, there were no reportable events, as defined in Item 304(a)(1)(v)
of
Regulation S-B.
The
Company has furnished a copy of the above disclosures to J. Crane CPA, P.C.
and
has requested that J. Crane CPA, P.C. furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether or not
it
agrees with the above disclosures. A copy of such letter is attached as Exhibit
16.1 to this Current Report on Form 8-K.
The
Company acknowledging that: the Company is responsible for the adequacy and
accuracy of the disclosure in the filing; and staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission
from
taking any action with respect to the filing; and the Company may not assert
staff comments as a defense in any proceeding initiated by the Commission
or any
person under the federal securities laws of the United States
The
Company is in the processing to retain an new independent registered public
accounting firm for the company and its subsidiaries to audit the Company’s
financial statements for its fiscal year ending December31 2008. The Company
will file 8-K with SEC timely legally upon the arrangement for retaining
an
independent registered public accounting firm been completed.
ITEM
9.01 Financial Statements and Exhibits.
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(a)
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Financial
statements of business
acquired.
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Not
applicable.
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(b)
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Pro
forma financial
information.
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Not
applicable.
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Exhibit
Number
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Description
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16.1
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The
Company’s Formal Termination Letter to J. Crane CPA, P.C. on November
17
th
2008
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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China
Holdings, Inc.
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Date:
November 20, 2008
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By:
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/s/
Julianna Lu
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Julianna
Lu
Chief
Executive Officer
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