UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~ Washington, D.C. 20549

FORM 101O-K

S	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2009
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from
	__________________ to ____________________.
	Commission File Number 000-25997
	China Holdings, Inc.
	(Exact Name of Small Business Issuer as specified in its Charter)

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

Wyoming		91-1939533
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)
78365 Hwy. 111 Ste. 382 La Quinta, CA		92253
(Address of principal executive offices)		(Zip Code)

SECURITIES AND EXCHANGE ACT OF 1934

~~(760)~~ For ~~219-2776~~the ~~(Issuer's~~fiscal ~~telephone~~year ~~number)~~ended December 31, 2010

~~Former~~ Commission ~~Name~~file number: ~~Silver Bow Antique Aviation~~ 000-25997

Common Stock, no par value		3,190,400
Title of Class		Number of Shares Outstanding at December 31, 2009

China Holdings Group, Inc.

~~Indicate~~(Exact byName ~~check~~of ~~mark~~Registrant ~~if the registrant is a well-known seasoned issuer,~~ as ~~defined~~Specified in ~~Rule~~its ~~405 of the Securities Act £ Yes S No~~Charter)

~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. £ Yes S No~~ Nevada 91-1939533

Indicate by check mark whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes S No £ ______________________ _______________

~~Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K~~ (~~§229.405~~State ~~of this chapter) is not contained herein, and wil not be contained, to the best of registrant’s knowledge, in definitive proxy~~ or ~~information~~Other ~~statements~~Jurisdiction ~~incorporated by reference in Part III~~ of (IRS ~~this Form 10-K or any amendment to this Form 10-K. S~~ Employer

~~Indicate~~Incorporation ~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,~~ or aOrganization) Identification ~~smaller reporting company~~No. ~~See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~)

~~Large~~73726 ~~accelerated~~Alessandro ~~filer~~Drive, £Suite ~~Accelerated filer £ Non-accelerated filer £ Smaller reporting company S~~103

~~Indicate~~Palm byDesert, ~~check~~CA ~~mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). S Yes £ No.~~92260

~~Indicate~~(Address ~~the number~~ of ~~shares~~Principal ~~outstanding~~Executive ~~of each of the issuer's classes of Common Equity, as of the latest practicable date.~~Offices)

Common Stock, no par value		3,190,400
Title of Class		Number of Shares Outstanding at December 31, 2009
No Exhibits.

Registrant's telephone number, including area code: (760) 776-8899

Securities registered pursuant to Section 12(b) of the Act: None

Common Stock, $0.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.

Yes * No S

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes * No S

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes S No *

Indicate by check 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 (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S No *

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer * Accelerated Filer *

Non-accelerated filer * Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S No *

For the year ended December 31, 2010, the issuer had no revenues.

As of June 30, 2010, there was no active trading market for the issuer's common stock, $.001 par value and therefore the value of shares held by affiliates cannot be ascertained.

The number of shares outstanding of the issuer's common stock, $.001 par value, as of December 31, 2010 was 3,190,400 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None.

China Holdings Group, Inc.

Form 10-K Annual Report

Table of Contents

PART I

Item 1. Business 5

~~Business~~Item ~~Development~~1A. Risk Factors 6

~~China~~Item ~~Holdings, Inc~~1B. Unresolved ~~(the~~Staff "Company") was organized under the laws of the State of Nevada on April 28, 1994, under the name "Silver Bow Antique Aviation". The Company was incorporated primarily to engage in the restoration and maintenance of antique aircraft.Comments 6

~~The~~Item ~~Company's articles initially authorized the Company to issue a total of 11,000 shares of stock, consisting of 10,000 common stock and 1,000 shares of preferred stock, both with a par value of $~~2.~~001 per share.~~ Properties 6

AnItem amendment to the Articles of Incorporation of the Company on October 7, 1998 increased its authorized shares to 100,000,000 consisting of 99,990,000 and 10,000 preferred shares, all with a par value of $3.~~001~~ Legal ~~per share.~~Proceedings 6

Item 1A4. Removed ~~Risk~~and ~~Factors.~~Reserved 6

~~N/A~~PART II

Item 1B5. Market ~~Unresolved~~for ~~Staff~~Registrant’s ~~Comments.~~Common Equity, Related Stockholder Matters and Issuer Purchases of Equity 7

~~N/A~~ Securities.

Item 26. Selected ~~Properties.~~Financial Data 6

~~The~~Item ~~Company~~7. Management’s ~~has~~Discussion noand ~~property~~Analysis as of ~~the~~Financial ~~date~~Condition ofand ~~this~~Results ~~report,~~of ~~(31 DEC 2009).~~Operations 7

~~The~~Item ~~Company~~7A. Quantitative ~~Headquarters are located in La Quinta, California~~ and ~~are~~Qualitative ~~furnished~~Disclosures byabout ~~Mr.~~Market ~~Dempsey Mork, Chief Financial Officer, Director.~~Risk 8

Item 38. Financial ~~Legal~~Statements ~~Proceedings.~~and Supplementary Data 8

~~None~~Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 9

Item 49A. Controls ~~Submission~~and ~~of matters to a vote of Security holders.~~Procedures 9

~~None~~Item 9B. Other Information 10

~~Part~~PART IIIII

Item 510. Directors, ~~Market~~Executive ~~for Company's Common Equity~~Officers, ~~Related Stockholder Matters~~ and ~~Issuer~~Corporate ~~Purchases of Equity Securities.~~Governance 10

~~Market~~Item ~~Information~~11. Executive ~~China Holdings, Inc.'s common stock is not included in the pink sheets or in the OTC Bulletin Board maintained by the NASD. China Holdings, Inc. plans to apply to the OTC Bulletin Board.~~Compensation 11

~~There~~Item is12. Security noOwnership ~~public~~of ~~trading~~Certain ~~market~~Beneficial ~~for~~Owners ~~China~~and ~~Holdings,~~Management ~~Inc.'s common stock~~ and ~~that~~Related ~~there~~Stockholder ~~is no guarantee any trading market will develop.~~Matters 12

~~Holders~~Item 13. Certain Relationships and Related Transactions, and Director Independence 12

~~The~~Item ~~shareholders of record of China Holdings, Inc~~14. Principal ~~common~~Accounting ~~stock,~~Fees asand ~~of December 31, 2009 is 52~~Services. 12

~~Dividends.~~PART ~~Holders of China Holdings, Inc. common stock are entitled to receive such dividends as may be declared by its board of directors.~~IV

Item 615. Exhibits ~~Selected~~and Financial ~~Data.~~Statement Schedules 13

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.3

3FORWARD LOOKING STATEMENT INFORMATION

~~Item~~Certain 7statements made in this Annual Report on Form 10-K are 'forward-looking statements "regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. in light of the significant uncertainties inherent in the forward looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings "Business, " "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors ". We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The terms "we ", "our ", "us ", or any derivative thereof, as used herein refer to China Holdings Group, Inc.

China Holdings, Inc. is a “Development Stage Company” and is investigating various opportunities as a merger candidate. Currently, the Company has entered discussions with several, small to medium-size companies that are looking for merger opportunities for listings on a U.S. Stock Agency, such as AMX, NASDAQ, OTC, BULLETIN BOARD, etc.4

~~The~~ PART Management of China Holdings, Inc. has a broad background of management expertise in merging Companies (such as China Holdings, Inc.) with other Companies who are seeking assistance in becoming listed on a U.S. Stock Agency.1

~~Item~~ITEM 7A1. ~~Quantitative and Qualitative Disclosures About Market Risk~~ BUSINESS.

~~N/A~~CORPORATE BACKGROUND

4China Holdings Group, Inc. was incorporated pursuant to the laws of the State of Nevada on April 28, 1994, under the name “Silver Bow Antique Aviation.” The Company was incorporated primarily to engage in the restoration and maintenance of antique aircraft.

~~Item~~Our 8.Business ~~Financial Statement and Supplementary Data.~~

~~CHINA~~On ~~HOLDINGS~~October 6, ~~INC~~2005, the shareholders of Silver Bow Antique Aviation, voted to change its name to China Holdings Group, Inc. for the purpose of engaging in any lawful corporate business, including but not limited to, participating in mergers with and acquisitions of other companies. The Company has been in the developmental stage since inception and has no operating history other than organizational matters. Prior to 2010, the primary activity of the Company involved seeking a company or companies that it could acquire or with whom it could merge. The Company was not successful in finding a merger or acquisition candidate, and therefore reverted to its original business plan which was to create an on line antique aircraft spare parts business.

(AHowever, ~~DEVELOPMENT~~during ~~STAGE~~the ~~COMPANY)~~latter part of December 2010, it became apparent that the market for aircraft parts, in particular the more specialized antique aircraft parts in which we have the most expertise, had become extremely depressed due to the continuing economic downturn.

~~AUDITED~~Therefore, ~~FINANCIAL~~the ~~STATEMENTS~~Company has now decided on a complete change of approach, and intends to use the Company as an operating entity for a new financial services business. In essence the Company will capitalize on the past experience of its senior management in the fields of investment banking, financial consulting and litigation management. The Company will seek those small businesses and individuals looking for advice on the re-structuring of their financial affairs, which might also include debt settlement and loan modification services. Although the Company will from time to time employ the services of legal counsel, it will not hold itself out as a law firm, nor will it proffer legal advice to its clients.

~~FOR~~Our ~~THE~~Competition ~~PERIODS ENDING DECEMBER 31, 2009 AND 2008~~

~~SAM~~We ~~KAN~~have ~~AND~~many ~~COMPANY~~competitors, most of which are better capitalized and all of which have longer operating histories.

~~1151~~Proprietary ~~HARBOR~~Rights ~~BAY PKWY STE 101~~

~~ALAMEDA,~~We CAcurrently have no proprietary rights.

~~F-1~~Our Research and Development

~~TABLE~~We OFare ~~CONTENTS~~not currently conducting any research and development activities.

		Page
INDEPENDENT AUDITOR’S REPORT		F-3
FINANCIAL STATEMENTS
	Balance Sheet.	F-4
	Income Statement	F-5
	Statement of Cash Flows	F-6
	Statement of Stockholders’ Equity	F-7
	Notes to Financial Statements	F-8

Government Regulation

~~F-2~~See the Risk Factors section of this prospectus for a discussion relevant government regulation and the legal uncertainties related to our business activities.

~~REPORT~~Employees ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

ToAs of December 31, 2010 we have no employees other than our sole officer and two directors. We anticipate that we will not hire any employees in the ~~Board~~next twelve months, unless we generate significant revenues, raise capital, or make a complete change of ~~Directors~~course from our current business plan.

~~China Holdings, Inc.~~ 5

(AItem ~~Development~~1A. ~~Stage~~Risk ~~Company)~~Factors

LaAs ~~Quinta~~a smaller reporting company, ~~California~~as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are not required to provide the information required by this item.

WeITEM ~~have audited the accompanying balance sheets of China Holdings, Inc~~1B. asUNRESOLVED ofSTAFF ~~December 31, 2009 and 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years ended December 31, 2009 and 2008~~COMMENTS. ~~These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.~~

WeAs ~~conducted~~a ~~our~~smaller ~~audits~~reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examiningcompany, onas adefined ~~test basis, evidence supporting the amounts and disclosures~~ in ~~the~~Rule ~~financial~~12b-2 ~~statements. An~~of ~~audit also includes assessing~~ the ~~accounting~~Securities ~~principles~~Exchange ~~used~~Act ~~and~~of ~~significant estimates made by management~~1934, as ~~well~~amended ~~as evaluating~~ (the ~~overall~~"Exchange ~~financial~~Act"), ~~statement~~we ~~presentation.~~are Wenot ~~believe~~required ~~that~~to ~~our audits~~ provide athe ~~reasonable~~information ~~basis~~required ~~for~~by ~~our~~this ~~opinion~~item.

InITEM ~~our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China Holdings, Inc~~2. (A Development Stage Company) as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.PROPERTIES

WeThe ~~were~~Company does not ~~engaged~~own any property at the present time and has no agreements to ~~examine~~acquire ~~management's~~any ~~assessment~~property. ofOur ~~the~~executive ~~effectiveness~~offices ofare ~~China~~located ~~Holdings~~at 73726 Alessandro Dr. Suite 103, ~~Inc~~Palm Desert, CA 92260.’s ~~internal~~This ~~control~~space, ~~over~~along ~~financial~~with ~~reporting~~other asnominal ofoffice ~~December~~services 31which might be required, ~~2009~~is ~~and~~provided ~~2008~~by a third party company affiliated with our officer at no charge. We believe that this space is adequate for our needs at this time, and ~~accordingly,~~we believe that we dowill ~~not~~be ~~express~~able anto ~~opinion~~locate ~~thereon~~additional space in the future, if needed, on commercially reasonable terms.

~~The~~ITEM ~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern~~3. AsLEGAL discussed in Note B to the consolidated financial statements, the Company has suffered recurring losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note B to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.PROCEEDINGS

~~/s/~~None. ~~Sam Kan and Company~~

~~Sam~~ITEM ~~Kan~~4. ~~and~~REMOVED ~~Company~~AND RESERVED

~~April~~ PART ~~12,~~II ~~2010~~

~~F-3~~(a) Market Information. China Holdings Group, Inc’s common stock is not included in the pink sheets or in the OTC Bulletin Board maintained by the NASD. China Holdings Group, Inc. plans to apply to the OTC Bulletin Board. There is no public trading market for China Holdings Group, Inc.’s common stock and there is no guarantee any trading market will develop.

CHINA HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 2009 AND 2008
ASSETS
			2009		2008
Current Assets
	Cash and Cash Equivalents		-		-
Total Current Assets			-		-
Total Assets			-		-
LIABILITIES AND STOCKHOLDERS' EQUITY			2009		2008
Current Liabilities
Total Current Liabilities			-		-
Short Term Liabilities
	Related Party Advance (Note E)		56,000		50,000
Total Long Term Liabilities			56,000		50,000
Total Liabilities (all current)			56,000		50,000
Stockholders' Equity (Note B)
	Preferred stock, par value $.001;
	shares authorized; -no
	shares issued and outstanding		-		-
	Common stock, par value $.001;
	99,999,000 shares authorized;
	3,190,400 shares issued and outstanding		3,190		3,190
	Additional Paid in Capital		-		-
	Retained Earnings (Accumulated Deficit)		(59,190)		(53,190)
Total Stockholders' Equity			(56,000)		(50,000)
Total Liabilities and Stockholders' Equity		$	-	$	-

(b) Holders. As of December 31, 2010, there were 54 record holders of all of our issued and outstanding shares of Common Stock.

~~See~~(c) ~~accompanying~~Dividend ~~notes~~Policy. We have not declared or paid any cash dividends on our Common Stock and do not intend to ~~finanical~~declare ~~statements~~or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as the Board of Directors may consider.

~~F-4~~6

CHINA HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATION
FOR THE PERIODS ENDED DECEMBER 31, 2009 AND 2008
Income			2009		2008		For the Period from April 28, 1994 (Inception) to December 31, 2009
	Revenues	$	-	$	-	$	-
Total Income			-		-		-
Cost of Goods Sold			-		-		-
Gross Margin			-		-		-
Operating Expenses (Note E)
	General and Administrative		6,000		-		59,190
Total Operating Expenses			6,000		-		59,190
Other Income (loss)
	Interest Expense		-		-		-
Net Income (Loss)		$	(6,000)	$	-		(59,190)
Per Share Information:
Net Income (Loss) per share - 3,190,400 shares issued		$	(0.00246)	$	-
Basic weighted average number
	common stock shares outstanding	$	2,438,055	$	2,386,842
See accompanying notes to financial statements

Equity Compensation Plan Informationn as of December 31, 2010

FPlan Category (a) Number of Securities To be issued upon Exercise of existing Options, warrants And rights (b) Weighted Average Exercise price of Outstanding options, Warrants and rights Number of Securities Remaining available For future issuance under equity compensation plans (excluding Securities Reflected in Column (a) Equity compensation Approved by Security holders -5- -- -- Equity compensation Not approved by Security holders -- -- -- Total -- -- --

CHINA HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
FOR THE PERIODS ENDED DECEMBER 31, 2009 AND 2008
CASH FLOWS FROM OPERATING ACTIVITIES					2009		2008		For the period from April 28, 1994 (inception) to December 31, 2009
Net income				$	(6,000)	$	-	$	(59,190)
Adjustments to reconcile net income to net cash provided
	by operating activities
		Net Cash Provided (Used) By Operating Activities			(6,000)		-		(59,190)
CASH FLOWS FROM INVESTING ACTIVITIES
	Fixed Asset Additions				-		-		-
		Net Cash (Used) By Investing Activities			-		-		-
CASH FLOWS FROM FINANCING ACTIVITIES
	Debt Related Party				6,000		-		56,000
	Capital Contributions				-		-		3,190
		Net Cash (Used) By Financing Activities			6,000		-		59,190
			NET INCREASE (DECREASE) IN CASH		-		-		-
CASH AT BEGINNING OF YEAR					-		-		-
CASH AT END OF YEAR				$	-	$	-	$	-
Supplemental cash flow Information:
Cash Paid for interest				$	-	$	-	$	-
Cash paid for income taxes				$	-	$	-	$	-
See accompanying notes to financial statements

(e) Sales of Unregistered Securities during the year ended December 31, 2010

~~F-6~~None.

CHINA HOLDINGS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
ACCUMULATED FOR THE PERIOD FROM DATE OF INCEPTION
ON APRIL 28, 1994
(Expressed in US Dollars)
									Total
	Number of				Additional				Stockholders'
	Common		Par		Paid		Deficit		Equity
	Shares		Value		In Capital		Accumulated		(Deficit)
- April 28, 1994 (Inception)	-	$	0.00	$	-	$	-	$	-
Balance as of December 31, 1994	-		0.001		-		-		-
Balance as of December 31, 1995	-		0.001		-		-		-
- Shares issued at par value for consulting*	936,900		0.001		-		-		936
Net Loss for the period ending December 31, 1996							(936)		(936)
Balance as of December 31, 1996	936,900		0.001		-		(936)		-
Balance as of December 31, 1997	936,900		0.001		-		(936)		-
- Sale of Common Stock for Cash	2,053,500		0.001		-		-		2,054
Balance as of December 31, 1998	2,990,400		0.001		-		(936)		2,054
- Convertible $50,000 note See Footnote E	-		0.001		-		-		-
Net Loss for the period from December 31, 1999							(50,000)		(50,000)
Balance as of December 31, 1999	2,990,400		0.001		-		(50,936)		(47,947)
Balance as of December 31, 2000	2,990,400		0.001		-		(50,936)		(47,947)
- Shares issued at par value for services	200,000		0.001		-		-		200
Net Loss for the period from December 31, 2001							(2,254)		(2,254)
Balance as of December 31, 2001	3,190,400		0.001		-		(53,190)		(50,000)
Balance as of December 31, 2002	3,190,400		0.001		-		(53,190)		(50,000)
Balance as of December 31, 2003	3,190,400		0.001		-		(53,190)		(50,000)
Balance as of December 31, 2004	3,190,400		0.001		-		(53,190)		(50,000)
Balance as of December 31, 2005	3,190,400		0.001		-		(53,190)		(50,000)
Balance as of December 31, 2006	3,190,400		0.001		-		(53,190)		(50,000)
Balance as of December 31, 2007	3,190,400		0.001		-		(53,190)		(50,000)
Balance as of December 31, 2008	3,190,400		0.001		-		(53,190)		(50,000)
Net loss for the Period of December 31, 2009							(6,000)		(6,000)
Balance as of December 31, 2009	3,190,400		$ 0.00		$ -		$ (59,190.00)		$ (56,000.00)
See accompanying notes to financial statements

(f) Company repurchases of common stock during the year ended December 31, 2010.

~~F-7~~None.

~~CHINA~~ITEM ~~HOLDINGS, INC~~6. (ASELECTED ~~Development~~FINANCIAL ~~Stage Company)~~DATA.

~~NOTES~~As TOa ~~FINANCIAL~~smaller ~~STATEMENTS~~reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are not required to provide the information required by this item.

~~FOR~~ITEM ~~THE~~7. ~~PERIODS~~MANAGEMENT'S ~~ENDING~~DISCUSSION ~~DECEMBER~~AND ~~31,~~ANALYSIS ~~2009~~OF FINANCIAL CONDITION AND ~~2008~~RESULTS OF OPERATIONS.

~~NOTE~~Certain Astatements –in ~~SUMMARY~~this OFreport ~~SIGNIFICANT~~and ~~ACCOUNTING~~elsewhere ~~POLICIES~~(such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

~~A summary of significant accounting policies of~~ China Holdings Group, Inc. (Awas ~~Development~~incorporated ~~Stage~~on ~~Company)~~April ~~(the~~28, ~~Company) is presented to assist in understanding the Company’s financial statements~~1994. ~~The~~As ~~accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States~~ of ~~America and have been consistently applied in~~ the ~~preparation~~date of ~~the~~this ~~accompanying~~document, ~~financial~~we ~~statements.~~have ~~These~~generated ~~financial~~no ~~statements~~revenues and ~~notes~~substantial ~~are representations of the Company’s management who are responsible for their integrity and objectivity~~expenses. ~~The~~This ~~Company~~ has ~~not~~resulted ~~realized revenues from its planned principal business purpose and is considered to be~~ in ~~its~~a ~~development~~net ~~state~~loss inof ~~accordance with ASC 915~~$62,860 ~~“Development~~since ~~Stage Entities”~~inception, ~~formerly~~which ~~known~~is asattributable ~~SFAS~~to ~~7, “Accounting and Reporting by Development State Enterprises.”~~

~~Organization,~~general ~~Nature of Business~~ and ~~Trade~~administrative ~~Name~~expenses.

~~China~~Since ~~Holdings~~incorporation, ~~Inc~~we have financed our operations primarily through minimal initial capitalization. ~~(the~~We ~~Company)~~do ~~was~~not ~~incorporated~~expect to conduct any research and development. We do not own any plant or equipment. Our management does not anticipate any significant changes in the ~~State~~number of ~~Nevada~~employees onin ~~April~~the 28next 12 months. Currently, ~~1994~~we ~~under~~believe the ~~name~~services ofprovided ~~Silver~~by ~~Bow~~our ~~Antique~~officers ~~Aviation~~and directors are sufficient at this time. We ~~The~~have ~~Company~~not ~~was~~paid ~~incorporated~~for toexpenses ~~engage~~on inbehalf of any ~~lawful~~director. ~~activities~~Additionally, we believe that this practice will not materially change.

~~The~~Results ~~Company’s articles initially authorized 1,000 shares~~ of ~~Preferred~~Operations ~~Stock and 10,000 shares of Common Stock, both at a par value of $.001 per share.~~

The Company has ~~been~~earned inno revenue or profits to date, and the ~~developmental~~Company ~~stage~~anticipates ~~since~~that it will continue to incur net losses for the foreseeable future. The Company incurred a net loss of $3,670 for the year ended December 31, 2010, as compared to a net loss of $6,000 for 2009. From the date of inception April 28, 1994, to December 31, 2010 the Company lost a total of $62,860. Most labor and ~~has~~services nohave ~~operating~~been ~~history~~compensated ~~other~~with ~~than~~issuances ~~organizational~~of ~~matters~~stock, or cash payment has been deferred.

On October 9, 1998, the Company filed a certificate of amendment amending resident agent and stock. The Company is now authorized 100,000,000 shares of Common Stock at a par value of $.001. The registered agent is Harold T. Gewerter, Esq. 7

OnLiquidity October 6, 2005, Silver Bow Antique Aviation, a Nevada corporation, voted to merge with China Holdings, Inc, a Wyoming corporation with the Wyoming corporation surviving for the purpose of effecting a name changed and ~~changing~~Capital ~~the~~Resources ~~domicile of the company from Nevada to Wyoming.~~

~~China~~The ~~Holdings,~~Company ~~Inc.~~has ~~was~~financed ~~organized~~its inexpenses ~~the~~and ~~State~~costs ofthus ~~Wyoming~~far onthrough ~~October~~financing 6,and ~~2005~~through ~~for~~ the ~~purpose~~increase ofin ~~engaging~~its inaccounts ~~any~~payable, ~~lawful~~payments ~~corporate~~made ~~business,~~by ~~including~~others ~~but~~for ~~not~~the ~~limited~~company ~~to,~~and ~~participating~~by inthe ~~mergers~~settlement of the payable amounts with ~~and~~shares ~~acquisitions~~of common stock of ~~other~~the ~~companies~~Company. ~~The~~As ~~Company~~of ~~has~~December ~~been~~31, in2010, the ~~developmental~~Company ~~stage~~had ~~since~~a ~~inception~~cash ~~and~~of ~~has~~$235 nocompared ~~operating~~to ~~history~~cash ~~other~~of ~~than~~$0 ~~organizational~~as ~~matters~~of December 31, 2009.

~~The~~For ~~primary activity of~~ the ~~Company~~most ~~currently~~recent ~~involves~~fiscal ~~seeking~~year, a2010, ~~company~~the ~~or companies that it can acquire or with whom it can merge. The~~ Company ~~has~~incurred ~~not~~a ~~selected~~loss ~~any~~in ~~company~~the asamount anof ~~acquisition~~$3,670 ~~target or merger partner~~ and ~~does~~$6,000 ~~not~~for ~~intend~~2009. toBoth ~~limit~~years' ~~potential~~losses ~~candidates~~are toa ~~particular~~result ~~field~~of ororganizational ~~industry,~~expenses ~~but~~and ~~does~~expenses ~~retain~~associated ~~the~~with ~~right~~setting toup ~~limit~~a ~~candidates,~~Company ifstructure itin soorder ~~chooses,~~ to abegin ~~particular~~implementing ~~field~~its orbusiness ~~industry~~plan. The Company isanticipates ~~currently~~that ~~investigating~~until ~~various~~these ~~opportunities~~procedures asare acompleted, ~~merger~~it ~~candidate.~~will ~~Currently,~~not ~~the~~generate ~~Company~~revenues, ~~has~~and ~~entered~~may ~~into~~continue ~~discussions~~to ~~with~~operate ~~several~~at ~~small~~a toloss ~~medium~~thereafter, ~~size~~depending ~~companies~~upon ~~that~~the ~~are~~performance ~~looking~~of ~~for~~the ~~merger opportunities~~business.

~~The~~During ~~preparation of financial statements in conformity with accounting principles generally accepted in~~ the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. ~~Actual results could differ~~ from ~~those~~July ~~estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices~~14, ~~establishing~~2008 ~~and~~(date ~~maintaining a system~~ of ~~internal~~inception) ~~accounting~~through ~~control~~December ~~and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure~~31, ~~among other items~~2010, ~~that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in~~ the ~~period~~Company inhas aincurred ~~timely~~an ~~manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.~~

~~F-8~~accumulated net loss of $62,860 and has not attained profitable operations. The Company is dependent upon obtaining

~~CHINA~~adequate ~~HOLDINGS,~~financing ~~INC.~~to (Aenable ~~Development~~it ~~Stage~~to ~~Company)~~pursue its business plan and manage its operations so that they are profitable.

~~NOTES~~The TOCompany ~~FINANCIAL~~has ~~STATEMENTS~~limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. There is no assurance that the Company will be able to raise sufficient funding to enhance the Company's financial resources sufficiently to generate volume for the Company, or to engage in any significant research and development, or purchase plant or significant equipment.

~~FOR~~Management ~~THE~~has ~~PERIODS~~been ~~ENDING~~successful ~~DECEMBER~~in ~~31,~~raising ~~2009~~sufficient ~~AND~~funds ~~2008~~to cover the Company's compliance expenses including the cost of auditing and filing required documents for 2010.

~~NOTE~~The ACompany –as ~~SUMMARY~~a OFwhole ~~SIGNIFICANT~~may ~~ACCOUNTING~~continue ~~POLICIES~~to ~~(continued)~~operate at a loss for an indeterminate period thereafter, depending upon the

~~Property~~performance ~~and~~of ~~Equipment~~its new businesses. In the process of carrying out its business plan, the Company will continue to

~~Property~~identify ~~and~~new ~~equipment~~financial ~~are~~partners ~~carried at cost. Expenditures for maintenance~~ and ~~repairs are charged against operations~~investors. ~~Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of~~However, ~~the~~it ~~cost~~may ~~and~~determine ~~related~~that ~~accumulated~~it ~~depreciation~~cannot ~~are~~raise ~~removed~~sufficient ~~from~~capital ~~the~~to ~~accounts, and any resulting gain or loss is reflected in income for the period.~~

~~Depreciation~~support isits ~~computed~~business ~~for~~on ~~financial~~acceptable ~~statement~~terms, ~~purposes~~or at all. Accordingly, there can be no assurance that any additional funds will be available on aterms ~~straight-line~~acceptable ~~basis~~to ~~over~~the ~~estimated~~Company ~~useful~~or ~~lives~~at all. As of December 31, 2010, the ~~related~~company ~~assets.~~was ~~The~~authorized ~~estimated~~to ~~useful~~issue ~~lives~~99,990,000 shares of ~~depreciable~~common ~~assets~~stock. ~~are:~~

	Estimated
	Useful Lives
Office Equipment	5-10 years
Copier	5-7 years
Vehicles	5-10 years

Commitments.

~~For~~We ~~federal~~do ~~income~~not ~~tax~~have ~~purposes,~~any ~~depreciation~~commitments iswhich ~~computed~~are ~~under~~required ~~the~~to ~~modified~~be ~~accelerated~~disclosed ~~cost~~in ~~recovery~~tabular ~~system.~~form ~~For~~as ~~audit~~of ~~purposes~~December 31, ~~depreciation is computed under the straight-line method~~2010.

~~Cash~~Off-Balance ~~and~~Sheet ~~Cash Equivalents~~Arrangements

~~For~~As ~~purposes~~ of ~~the~~December ~~statement~~31, of2010, ~~cash~~we ~~flows~~have no off-balance sheet arrangements such as guarantees, ~~the~~retained ~~Company~~or ~~considers~~contingent ~~all~~interest ~~short-term~~in ~~debt~~assets ~~securities~~transferred, ~~purchased~~obligation ~~with~~under ~~maturity~~a ofderivative ~~three~~instrument ~~months~~and obligation arising out of or ~~less~~a tovariable beinterest ~~cash~~in ~~equivalents~~an unconsolidated entity.

~~Revenue~~Subsequent ~~and~~Events ~~Cost Recognition~~

~~The~~There ~~Company~~were ~~has been in the developmental stage since inception and has~~ no ~~operations~~reportable tosubsequent ~~date.~~events ~~The~~from ~~Company~~December ~~currently~~31, ~~does~~2010 ~~not~~through ~~have a means for generating revenue. Revenue and Cost Recognition procedures will be implemented based on~~ the ~~type~~date ofthis ~~company~~report ~~acquired~~is ~~in a merger or acquisition~~filed.

~~Cost~~ITEM7A. QUANTITATIVE ofAND ~~Goods~~QUALITATIVE ~~Sold~~DISCLOSURES ABOUT MARKET RISK.

~~Since~~As ~~the~~a ~~Company~~smaller isreporting ~~still in the development state formal application of certain procedures have not been implemented. Generally~~company, ~~job~~as ~~costs~~defined ~~include~~in ~~all~~Rule ~~direct~~12b-2 ~~materials, and labor costs and those indirect costs related to development and maintenance~~ of the ~~website.~~Exchange ~~Selling~~Act, ~~general~~we ~~and administrative costs~~ are ~~charged~~not required to ~~expense~~provide ~~as incurred. However, Cost of Goods Sold procedures will be dependent on~~ the ~~industry~~information ~~that~~required ~~the~~by ~~identified~~this ~~merger or acquisition candidate is in~~item.

~~Advertising~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

~~Advertising~~See ~~expenses~~the ~~related~~index to ~~specific~~the ~~jobs~~Financial ~~are~~Statements ~~allocated~~below ~~and~~in ~~classified~~Item ~~as costs of goods sold~~15. ~~Advertising expenses not related to specific jobs are recorded as general and administrative expenses.~~

~~Use of Estimates~~8

F-ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~CHINA~~On ~~HOLDINGS~~January 6, ~~INC~~2010, Board of Directors of the Registrant dismissed The Blackwing Group, LLC, its independent registered public account firm. The PCAOB revoked the registration of Blackwing on December 22, 2009 because of violations of PCAOB rules and auditing standards in auditing the financial statements of two issuers, PCAOB rules and quality controls standards and Section 10(Ab) ~~Development~~of ~~Stage~~the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and non cooperation with a Board Investigation. The Board of Directors of the Registrant and the Registrant's Audit Committee approved of the dismissal of The Blackwing Group, LLC as its independent auditor. The audit reports of The Black Wing Group, LLC on the Company’s financial statements for the fiscal years ending December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except such report was modified to include an explanatory paragraph for a going concern uncertainty. In connection with the audits of the fiscal years ending December 31, 2008 and 2007, including the subsequent interim periods since engagement through September 30, 2009, the date of resignation, the Company had no disagreements with The Black Wing Group, LLC with respect to accounting or auditing issues of the type discussed in Item 304(a)(iv) of Regulation S-K. Had there been any disagreements that were not resolved to their satisfaction, such disagreements would have caused The Black Wing Group, LLC to make reference in connection with their opinion to the subject matter of the disagreement. In addition, during that time there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

~~NOTES~~During TOthe ~~FINANCIAL~~fiscal ~~STATEMENTS~~year ending December 31, 2008, including the subsequent interim periods since engagement through January 6, 2010, the date of The Black Wing Group, LLC’s termination, the Company (or anyone on its behalf) did not consult with any other accounting firm regarding any of the accounting or auditing concerns stated in Item 304(a)(2) of Regulation S-K. Since there were no disagreements or reportable events (as defined in Item 304(a)(2) of Regulation S-K), the Company did not consult any other firm in respect to these matters during the time periods detailed herein. The registrant has requested that The Blackwing Group, LLC furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is attached as an exhibit to a Form 8-K filed on February 25, 2010.

~~FOR~~On ~~THE~~February ~~PERIODS~~23, ~~ENDING~~2010, ~~DECEMBER~~the 31registrant engaged Sam Kan and Company CPA as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, ~~2009~~the ~~AND~~registrant ~~2008~~has not consulted Sam Kan and Company CPA regarding any of the matters set forth in Item 304 (a) (2) (i) or (ii) of Regulation S-K.

~~NOTE~~. ~~A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~

~~Use~~ITEM of9A. ~~Estimates~~CONTROLS ~~(continued)~~AND PROCEDURES.

aDisclosure ~~material~~Controls ~~impact~~and onProcedures. ~~China~~We maintain disclosure ~~Holdings~~controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, ~~Inc~~as amended (the Exchange Act), is recorded, processed, summarized, and reported accurately, in accordance with U.’sS. ~~financial~~Generally ~~condition~~Accepted Accounting Principles and ~~results~~within the required time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. As of ~~operations~~the ~~during~~end of the period incovered ~~which~~by ~~such~~this ~~changes~~report ~~occurred.~~(December ~~Actual~~31, ~~results~~2010) ~~could~~, ~~differ~~we ~~from~~carried ~~those~~out ~~estimates.~~an ~~China Holdings~~evaluation, ~~Inc.’s~~under ~~financial~~the ~~statements~~supervision ~~reflect~~and ~~all~~with ~~adjustments~~the ~~that~~participation of our management, ~~believes~~including ~~are~~our ~~necessary~~Chief ~~for~~Executive Officer, and our Chief Financial Officer, of the ~~fair~~effectiveness ~~presentation~~of the design and operation of ~~their~~our ~~financial~~disclosure ~~condition~~controls and ~~results~~procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of ~~operations~~the ~~for~~end of the period covered by this Annual Report on Form 10-K our disclosure controls and procedures were effective to enable us to accurately record, process, summarize and report certain information required to be included in the Company’s periodic SEC filings within the required time periods, ~~presented~~and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Capital~~Internal ~~Stock~~Control –Over ~~Common~~Financial ~~Stock~~Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations ("COSO"). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of the end of the period covered by this Annual Report on Form 10-K our internal control over financial reporting was effective as of the fiscal year ended December 31, 2010.

The Company’s articles initially authorized the Company to issue a total of 11,000 (Eleven Thousand) shares of stock, consisting of 1,000 (One Thousand) shares of preferred stock and 10,000 (Ten Thousand) shares of common stock, both with a par value of $.001 per share. 9

~~During~~This ~~1996,~~annual ~~certain~~report ~~consulting~~does ~~services~~not ~~were~~include ~~rendered~~an toattestation ~~the~~report ~~Company~~of byour ~~the~~registered ~~majority~~public ~~stockholder,~~accounting firm ~~Magellan~~regarding ~~Capital~~internal ~~Corporation,~~control (aover ~~Nevada~~financial ~~Corporation doing business in California) and four (4) other individuals~~reporting. ~~The~~Management's ~~value~~report ofwas ~~such~~not ~~services~~subject ~~were~~to atattestation ~~the~~by ~~stated~~our registered ~~par~~public ~~value~~accounting ~~for~~firm ~~1,041~~pursuant ~~shares~~to ~~issued~~temporary onrules ~~July 15, 1995 and have been stated on the Balance Sheet and Statement~~ of ~~Operations and Cash Flow Statement at $936 for~~ the ~~year~~SEC ~~ending~~that ~~December~~permit ~~31,~~us ~~1996, which amount reflects the par value of the original issue on the date of the 1~~ to ~~900~~provide ~~forward~~only ~~stock~~management's ~~split~~report onin ~~the~~this ~~1,041~~annual ~~shares~~report. ~~Revised number of shares issued and outstanding after the foregoing split were 936,900, with a total value of $936 as of the end of year December 31, 1996.~~

AnThere ~~amendment~~were tono ~~the~~changes ~~Articles~~in ofour ~~Incorporation~~internal ofcontrols ~~the~~over ~~Company~~financial onreporting ~~October~~that 7,occurred ~~1998~~during ~~increased~~the ~~its~~last ~~authorized~~fiscal ~~shares~~quarter tocovered aby ~~total~~this ofreport ~~100,000,000~~that ~~(One~~has ~~Hundred~~materially ~~Million) shares~~affected, ~~consisting~~or ofis ~~99,990,000~~reasonably ~~(Ninety~~likely ~~Nine~~to ~~Million~~materially ~~Nine Hundred Ninety Thousand) shares of common stock and 10~~affect,~~000~~ ~~(Ten~~our ~~Thousand)~~internal ~~shares~~control ofover ~~preferred~~financial ~~stock, all with a par value of $~~reporting.~~001~~ ~~per share. Currently, no shares of preferred stock have been issued. Three Million One Hundred Ninety Thousand Four Hundred (3,190,400) shares of common stock have been issued.~~

~~Basic~~ITEM ~~Loss~~9B. ~~Per~~OTHER ~~Share~~INFORMATION

~~The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements~~None. ~~There are no common stock equivalents outstanding.~~

~~Provision~~ PART ~~for Income Taxes~~III

~~Deferred~~ITEM taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences10. ~~Temporary~~ ~~differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when~~DIRECTORS, inEXECUTIVE ~~the~~OFFICERS ~~opinion~~AND ofCORPORATE ~~management, it is more likely that not that some portion or all of the deferred tax assets will not be realized~~GOVERNANCE. ~~Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.~~

~~Recently~~The ~~Issued~~following ~~Accounting~~table ~~Pronouncements~~sets forth information concerning our officers and directors as of December 31, 2010:

~~F-10~~ Name Age Positions(s) Period of Service

~~CHINA~~ Dempsey ~~HOLDINGS~~K. Mork 69 President, ~~INC.~~Secretary, (ATreasurer January ~~Development~~2004 ~~Stage~~to ~~Company)~~date

~~NOTES~~And ~~TO FINANCIAL STATEMENTS~~Director

~~FOR~~Our ~~THE~~officers ~~PERIODS~~and ~~ENDING~~directors ~~DECEMBER~~are 31elected to hold office until the next annual meeting of shareholders and until their respective successors have been elected and qualified, ~~2009~~or ~~AND~~until ~~2008~~prior resignation or removal.

~~NOTE~~Business AExperience ~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~

~~Recently~~Mr. ~~Issued~~Mork ~~Accounting~~is ~~Pronouncements~~the ~~(continued)~~majority shareholder, Chief Financial Officer/President/Sec./Treas/Director of China Holdings Group, Inc. He has been an officer/director of the Company since its formation in 1994. For the past seven years, he has been officer/director of Magellan Capital Corporation, Bancorp Energy, Knickerbocker Capital, Apex Capital, Asian Financial and North Star Ventures. Mr. Mork has experience in start-up companies, business reorganizations and cross border business transactions. He will spend approximately 20 hours per month on China Holdings Group, Inc. business.

~~nongovernmental~~Significant ~~entities~~Employees were superseded by the issuance of ASC. ASC did not change GAAP, but rather combined the sources of GAAP and the framework for selecting among those sources into a single source. Accordingly, the adoption of ASC had no impact on the financial results of the Company.

InThe ~~May~~Company ~~2008,~~has ~~FASB~~no ~~issued~~employees ~~Financial~~who ~~Accounting~~are ~~Standards~~not ~~No.~~executive ~~163~~officers, ~~“Accounting~~ ~~for~~but ~~Financial~~who ~~Guarantee~~are ~~Insurance~~expected ~~Contracts~~to -make ana ~~interpretation~~significant ofcontribution ~~FASB~~to Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. That diversity results in inconsistencies in the ~~recognition~~Company's ~~and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No~~business. ~~5, Accounting for Contingencies.~~

~~This~~Compensation Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and ~~measurement~~Audit toCommittees be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.

InAs ~~May~~we ~~2008,~~only ~~FASB~~have ~~issued~~one ~~Financial~~board ~~Accounting~~member ~~Standards~~and ~~No.~~given ~~162,~~our ~~“The~~limited ~~Hierarchy~~operations, ofwe ~~Generally~~do ~~Accepted~~not ~~Accounting~~have ~~Principles.”~~separate ~~This~~or ~~Statement~~independent ~~identifies~~audit ~~the~~or ~~sources~~compensation ofcommittees. ~~accounting~~Our ~~principles~~Board ~~and~~of ~~the~~Directors ~~framework~~has ~~for~~determined ~~selecting~~that ~~the~~it ~~principles~~does tonot behave ~~used~~an in"audit ~~the~~committee ~~preparation of~~ financial ~~statements~~expert," ofas ~~nongovernmental entities~~ that ~~are~~term ~~presented~~is defined in ~~conformity~~Item ~~with generally accepted accounting principles~~ 407(~~GAAP~~d) ~~in the United States~~ (~~the GAAP hierarchy~~5). ~~This~~of ~~Statement~~Regulation isS-K. ~~effective~~In 60addition, ~~days~~we ~~following~~have ~~the~~not ~~SEC's~~adopted ~~approval~~any ofprocedures ~~the~~by ~~Public~~which ~~Company~~our ~~Accounting~~shareholders ~~Oversight~~may ~~Board~~recommend ~~amendments~~nominees to AUour ~~Section~~Board ~~411, The Meaning~~ of ~~Present Fairly in Conformity With Generally Accepted Accounting Principles~~Directors. ~~This pronouncement has no effect on this Company’s financial reporting at this time.~~

In March of 2008 the Financial Accounting Standards Board (FASB) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133, “Accounting for Derivatives and Hedging Activities.” SFAS No. 161 has the same scope as Statement No. 133 but requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. SFAS No. 161 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.10

~~F-11~~Section 16(a) Beneficial Ownership Reporting Compliance

~~CHINA~~Section ~~HOLDINGS~~16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, ~~INC~~the "Reporting Persons") to report their ownership of, and transactions in our Common Stock to the SEC. (ACopies ~~Development~~of ~~Stage~~these ~~Company~~reports are also required to be supplied to us. To our knowledge, during the fiscal year ended December 31, 2010 the Reporting Persons complied with all applicable Section 16(a) reporting requirements.

~~NOTES~~Code TOof ~~FINANCIAL~~Ethics ~~STATEMENTS~~

~~FOR~~We ~~THE~~have ~~PERIODS~~not ~~ENDING~~adopted ~~DECEMBER~~a ~~31,~~Code ~~2009~~of ~~AND~~Ethics ~~2008~~given our limited operations We have no plans to adopt a Code of Ethics due to our limited operations.

~~NOTE~~ITEM A11. –EXECUTIVE ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~COMPENSATION.

Recently Issued Accounting Pronouncements (continued)

SUMMARY COMPENSATION TABLE

Name and Principal Position
(a)

Year
(b)

Salary
($)
(c)

Bonus
($)
(d)

Stock
Awards
($)
(e)

Option
Awards
($)
(f)

NonEquity
Incentive
Plan
Compensation
($)
(g)

Nonqualified
Deferred
Compensation
Earnings
($)
(h)

All
Other
Compensation
($)
(i)

Total
($)
(j)

Dempsey Mork, CEO and CFO

2010

2009

~~face~~Our ofsole ~~the~~Director ~~consolidated~~and ~~statement~~Officer ofdid ~~income. When~~not areceive ~~subsidiary is de-consolidated,~~ any ~~retained~~compensation ~~non-controlling~~for ~~interest~~his isservices torendered beon ~~measured~~our ~~at fair value~~behalf. ~~Gain~~ orHe ~~loss~~did onnot ~~de-consolidation~~receive isany ~~recognized~~compensation ~~rather~~during ~~than carried as~~ the ~~value of the retained investment. The Statement is effective for fiscal~~ years ~~and~~ended ~~interim periods beginning on or after~~ December 1531, ~~2008. It~~2010 ~~cannot~~and be2009. ~~adopted~~No ~~earlier~~officer ~~but,~~or ~~once~~director ~~adopted,~~ is required to bemake ~~applied~~any ~~retroactively. This~~specific ~~pronouncement~~amount ~~has~~or nopercentage ~~effect~~of onhis ~~this~~business ~~Company’s~~time ~~financial~~available ~~reporting~~to ~~at this time~~us.

InDirector ~~December~~Compensation 2007, the FASB issued SFAS No.141 (revised 2007), “Business Combinations” (“SFAS 141(R)”) and SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” (“SFAS 160”). These standards

~~aim~~We todo ~~improve,~~not ~~simplify,~~currently ~~and~~pay ~~converge~~any ~~internationally~~cash ~~the~~fees ~~accounting~~to ~~for~~our ~~business~~sole ~~combinations~~director, ~~and~~nor ~~the~~do ~~reporting~~we ofpay ~~non-controlling~~director's ~~interests~~expenses in ~~consolidated~~attending ~~financial~~board ~~statements~~meetings.

~~The~~Employment ~~provisions~~Agreements ~~of SFAS 141 (R) and SFAS 160 are effective for the fiscal year beginning April 1, 2009. The adoption of SFAS 141(R) and SFAS 160 has not impacted the Company’s financial statements.~~

~~None~~We ofare ~~the~~not ~~above~~a ~~new~~party ~~pronouncements has current application~~ to ~~the~~any ~~Company,~~employment ~~but may be applicable to the Company’s future financial reporting~~agreements.

~~NOTE B – GOING CONCERN~~11

~~Under~~ITEM the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations12. ~~Accordingly,~~SECURITY ~~assets~~OWNERSHIP ~~and~~OF ~~liabilities~~CERTAIN ~~are~~BENEFICIAL ~~recorded~~OWNERS onAND ~~the~~MANAGEMENT ~~basis~~AND ~~that~~RELATED ~~the~~STOCKHOLDER ~~entity will be able to realize its assets and discharge its liabilities in the normal course of business~~MATTERS.

~~Management~~The ~~expects~~following totable ~~seek~~sets ~~potential~~forth ~~business~~certain ~~opportunity~~information ~~from~~as ~~all known sources but will rely principally on personal contacts~~ of ~~its~~December officers and directors as well as indirect associations between them and other business and professional people. It is not presently anticipated that the Company will engage professional firms specializing in business acquisitions or reorganizations. Management31, ~~while~~2010 ~~not~~regarding ~~especially experienced in matters relating to~~ the ~~new~~number ~~business~~and percentage of ~~the~~our ~~Company,~~Common ~~will~~Stock ~~rely~~(being ~~upon~~our ~~their~~only ~~own~~voting ~~efforts~~securities) ~~and,~~beneficially toowned aby ~~much~~each ~~lesser extent~~officer, ~~the efforts of the Company’s shareholders~~director, ineach ~~accomplishing~~person ~~the~~(including ~~business purposes of the Company.~~

~~The~~any ~~officers~~"group" ~~and~~as ~~directors~~that ofterm ~~the~~is ~~company~~used ~~have~~in ~~paid~~Section ~~all~~13(d)(3) ~~expenses related to the activities~~ of ~~seeking other business opportunities and performing all functions necessary for~~ the ~~required~~Exchange ~~SEC~~Act) ~~filings~~known ~~for this company with the understanding that these expenses will not be reimbursed~~ by ~~the~~us ~~company due~~ to ~~the~~own ~~fact~~5% ~~that~~or ~~this~~more isof ~~not~~our ~~the only company they are performing these services for.~~

~~NOTE~~Common CStock, –and ~~INCOME~~all ~~TAXES~~officers and directors as a group. Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of December 31, 2010 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.

~~F-12~~ Name and Address of Number of

~~CHINA~~ Beneficial ~~HOLDINGS,~~Owner Shares Percent ~~INC.~~of ~~(A Development Stage Company)~~Class

~~NOTES~~ Dempsey TOK. ~~FINANCIAL STATEMENTS~~Mork(1)

~~FOR THE PERIODS ENDING DECEMBER 31~~900, ~~2009 AND 2008~~000 28.21%

~~NOTE C – INCOME TAXES (continued)~~President/CFO/Director

~~Due~~ Magellan toCapital ~~the~~Corporation ~~inherent uncertainty in forecasts and future events and operating results~~(1) 597, ~~the Company has provided for a valuation allowance in an amount equal to gross deferred tax assets resulting in no net deferred tax assets or liabilities for the periods audited~~600 18.73%

~~Net~~ Pension ~~deferred~~Benefit ~~tax~~Plan ~~assets~~& ~~consist of the following components from Inception on April 28, 1998 to December 31, 2009:~~Trust

		2009
Deferred tax assets NOL Carryover	$	20,125
Valuations Allowance		(20,125)
Net Deferred Tax Asset	$	0

c/o 55 South Valle Verde Dr. Suite 235-174

~~The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pretax income from continuing operations for the periods ended Dec. 31~~ Henderson, ~~2009~~NV ~~due to the following:~~89012

On Magellan ~~December~~Capital ~~31,~~Corporation ~~2009~~(1) 900, ~~the Company had an operating loss carry forward of $20,125 that can be used as an offset against future taxable income~~000 28. ~~No tax benefit has been reported in the December 31, 2009 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.~~21%

~~Due~~ Profit toSharing ~~the~~Plan ~~change~~& in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in the future.Trust

~~NOTE~~ (1) The Daddress –is ~~NET~~c/o ~~LOSS~~the ~~PER~~Company. ~~COMMON~~Mr. ~~SHARE~~Mork is an officer of Magellan Capital Corporation, which owns 900,000 shares of the Company. Although Mr. Mork is also a beneficiary of the pension plans listed in the above table, their ownership of Company shares is not attributed to him since Mr. Mork is one of several beneficiaries of these plans and he does not have any control over the trustees of these plans.

~~Net~~We ~~loss~~currently ~~per~~do ~~share~~not ismaintain ~~calculated~~any inequity ~~accordance~~compensation ~~with ASC 260, “Earnings Per Share,” formerly known as SFAS No~~plans. 128, “Earnings Per Share.” The weighted –average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted-average number of share of common stock of Three Million One Hundred Ninety Thousand Four Hundred (3,190,400) outstanding in the development period ending December 31, 2009 and 2008.

		Loss		Shares		Per Share
		(Numerator)		(Denominator)		Amount
From Inception on April 28, 1994 to The Year Ended December 31, 2009	$	(59,190)	$	2,438,055	$	(0.02428)

~~NOTE~~For E-the ~~RELATED~~year ~~PARTY~~ended ~~TRANSACTIONS~~December 31, 2008, the Company’s President advanced $50,000 to the Company for working capital. In 2010, the Company’s President paid $7,600 for professional fees for filing compliance purposes. These advances will be reimbursed once the Company starts generating cash flows.

~~For the year ended December 31~~Currently, ~~2008,~~ the Company’s ~~President~~does ~~advanced~~not ~~$50,000~~have toany ~~the~~independent ~~Company for the working capital~~directors. InSince ~~late 2009,~~ the Company’s ~~President~~Common ~~paid~~Stock ~~$6,000~~is ~~for~~not ~~professional~~currently ~~fees~~listed ~~for~~on ~~filing~~a ~~compliance~~national ~~purposes.~~securities exchange, ~~These~~we ~~advances~~have ~~are~~used ~~non-interest~~the ~~bearing~~definition ~~and~~of ~~will~~“independence” beof The ~~reimbursed~~NASDAQ ~~once~~Stock ~~the~~Market ~~Company~~to ~~starts~~make ~~generating~~this ~~cash flows~~determination.

~~F-13~~Under NASDAQ Listing Rule 5605(a)(2), an "independent director" is a "person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director."

~~CHINA~~ITEM ~~HOLDINGS, INC~~14. (APRINCIPAL ~~Development~~ACCOUNTANT ~~Stage~~FEES ~~Company)~~AND SERVICES.

~~NOTES~~Sam TOKan ~~FINANCIAL~~& ~~STATEMENTS~~Associates, 1151 Harbor Bay Parkway, Ste. 101, Alameda CA 94502, (510) 355-0492 is our independent

~~FOR~~registered ~~THE~~public ~~PERIODS~~accounting ~~ENDING~~firm. ~~DECEMBER 31, 2009 AND 2008~~

~~NOTE F - SUBSEQUENT EVENTS~~12

InAudit ~~February,~~Fees 2010, the Company issued a note payable of $6,000 to Dempsey Mork. The note will be matured by December 31, 2010. There is no payment term during the year. Principal and interest of 6% will be due when the loan is matured.

FThe aggregate fees billed by Sam Kan & Associates for professional services rendered for the audit of our annual financial statements and review of financial statements included in our annual report on Form 10-14K or services that are normally provided in connection with statutory and regulatory filings was $2,000 for the fiscal year ended December31, 2010.

~~Item~~Audit-Related 9.Fees ~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.~~

OnThere ~~January~~were 6,no ~~2010,~~fees ~~Board~~billed ofby ~~Directors~~Sam ofKan ~~the~~& ~~Registrant~~Associates ~~dismissed~~for ~~The~~assurance ~~Blackwing Group, LLC, its independent registered public account firm. The PCAOB revoked the registration of Blackwing on December 22, 2009 because of violations of PCAOB rules~~ and ~~auditing~~related ~~standards~~services inthat ~~auditing~~are ~~the~~reasonably ~~financial~~related ~~statements~~to ~~of two issuers, PCAOB rules and quality controls standards and Section 10(b) of~~ the ~~Securities~~performance ~~Exchange Act~~ of ~~1934 and Rule 10b-5 thereunder, and non cooperation with a Board Investigation. The Board of Directors of~~ the ~~Registrant~~audit ~~and~~or ~~the~~review ~~Registrant's Audit Committee approved~~ of ~~the~~our ~~dismissal of The Blackwing Group, LLC as its independent auditor. None of the reports of The Blackwing Group, LLC on the Company's~~ financial statements for ~~either of~~ the ~~past~~fiscal ~~two~~year ~~years~~ended orDecember ~~subsequent interim period contained an adverse opinion or disclaimer of opinion~~31, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10K for the period ended 12/31/2008 a going concern qualification in the registrant's audited financial statements2010.

~~During~~Tax the registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with The Blackwing Group, LLC. whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to The Blackwing Group, LLC's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements.Fees

The ~~registrant~~aggregate ~~has engaged~~fees billed by Sam Kan & ~~Company,~~Associates ~~CPA’s~~for toprofessional ~~act~~services ~~as its independent registered public accounting firm~~ for ~~all~~tax ~~statements~~compliance, ~~going~~tax ~~forward~~advice, and totax ~~perform~~planning ~~an required~~were re$0 ~~audits. Sam~~for ~~Kan~~the &fiscal ~~Company,~~year ~~CPA’s~~ended ~~have~~December ~~not performed~~31, ~~any services for the registrant previously~~2010.

~~Item~~Pre-Approval ~~9A.~~Policy ~~Controls and Procedures.~~

~~This~~We ~~annual~~do ~~report does~~ not ~~include~~currently anhave ~~attestation~~a ~~report~~standing ofaudit ~~the company’s registered public accounting firm regarding internal control over financial reporting~~committee. ~~Management’s~~ ~~report~~The ~~was~~above ~~not~~services ~~subject~~were toapproved ~~attestation~~ by ~~the~~our ~~company’s~~Board ~~registered public accounting firm pursuant to temporary rules~~ of ~~the~~Directors. ~~Securities and Exchange Commission that permit the company to provide only management’s report in this annual report~~

~~Evaluation~~PART ofIV ~~Disclosure Controls and Procedures~~

AsItem ~~required by Rule 13a-~~15 ~~under the Securities Exchange Act of 1934 (the “1934 Act”), as of Dec~~. ~~31,~~Exhibits ~~2009, we carried out an evaluation of the effectiveness of the design~~ and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial ~~Officer~~Statement (our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective as of Dec. 31, 2009.Schedules

~~Disclosure~~(a) ~~controls~~The ~~and~~following ~~procedures~~financial ~~are~~statements ~~controls and other procedures that~~ are ~~designed to ensure that information required to be disclosed in our reports~~ filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as ~~appropriate,~~part toof ~~allow~~this ~~timely~~Report: ~~decisions regarding required disclosure.~~

~~Internal~~o ~~Control~~Report ~~Over~~of ~~Financial~~independent ~~Reporting~~Registered Public Accounting Firm (Sam Kan & Associates-2010 and 2009)

~~Our~~o ~~management~~Consent ~~is also responsible for establishing ICFR as defined in Rules 13a-15(f) and 15(d)-15(f) under the 1934 Act. Our ICFR are intended~~ to beinclusion ~~designed to provide reasonable assurance regarding the reliability~~ of ~~financial~~Audit ~~reporting~~Report ~~and the preparation of financial statements for external purposes~~ in ~~accordance~~Form ~~with U.S. generally accepted accounting principles. Our ICFR are expected to include those policies and procedures that management believes are necessary that:~~ 10-K

~~(i)~~o Balance Sheets at December 31, 2010 and 2009

~~pertain~~o toStatements ~~the~~of ~~maintenance~~Operations offor ~~records~~the ~~that,~~years inended ~~reasonable~~December ~~detail~~31, ~~accurately~~2010 and ~~fairly~~2009 ~~reflect the transactions~~ and ~~dispositions~~for of the ~~assets~~cumulative ofperiod ~~the~~from ~~Company;~~April 28,

1994 (iiDate of Inception) to December 31, 2010.

~~provide~~o ~~reasonable~~Statements ~~assurance that transactions are recorded as necessary to permit preparation~~ of ~~financial~~Changes ~~statements~~ in ~~accordance~~Shareholders' ~~with~~Deficiency ~~generally~~for ~~accepted accounting principles, and that receipts and expenditures of~~ the ~~Company~~period ~~are~~from ~~being~~April ~~made~~28, ~~only~~1994 in(Date ~~accordance with authorizations~~ of ~~management~~Inception) ~~and~~to ~~our~~December ~~directors; and~~31,

~~(iii)~~ 2010.

~~provide~~o ~~reasonable~~Statements ~~assurance~~of ~~regarding~~Cash ~~prevention~~Flows orfor ~~timely~~the ~~detection~~years ofended ~~unauthorized~~December ~~acquisition~~31, ~~use~~2010 orand ~~disposition~~2009, ofand for the ~~Company’s~~cumulative ~~assets~~period ~~that~~from ~~could~~April ~~have a material effect on the financial statements.~~

~~Management recognizes that there are inherent limitations in the effectiveness of any system of internal control~~ 28, ~~and~~1994 ~~accordingly,~~(Date ~~even effective internal control can provide only reasonable assurance with respect~~ of ~~financial~~Inception) ~~statement~~to ~~preparation~~December ~~and may not prevent or detect misstatements. In addition~~31, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures2010.

Aso ofNotes ~~Dec.~~to ~~31,~~Financial 2009, management assessed the effectiveness of our ICFR based on the criteria for effective ICFR established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting companies and non-accelerated filers.Statements

~~Based~~Financial onstatement ~~that~~schedules ~~assessment,~~are ~~management~~omitted ~~concluded~~because ~~that,~~the ~~during~~information required is not applicable or the ~~period~~required ~~covered~~information byis ~~this~~shown ~~report,~~in the financial statements or notes thereto.

~~such internal controls and procedures were not effective as of Dec~~3. ~~31,~~Exhibits ~~2009~~Incorporated ~~and~~by ~~that~~Reference ~~material~~or ~~weaknesses~~Filed inwith ~~ICFR~~this ~~existed as more fully described below~~Report.

As Exhibit ~~defined by Auditing Standard~~ No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of Dec. 31, 2009: Description

5 31.1 Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Ox1ey Act of2002*

~~(1)~~31.2 Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of2002*

~~Lack of an independent audit committee~~32. ~~Although~~1 Chief weExecutive ~~have~~Officer anCertification ~~audit~~pursuant ~~committee~~to itsection is906 ~~not comprised solely~~ of ~~independent~~the ~~directors.~~Sarbanes-Oxley WeAct may establish an audit committee comprised solely of independent directors when we have sufficient capital resources and working capital to attract qualified independent directors and to maintain such a committeeof2002. *

(32.2) Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of2002.*

Inadequate staffing and supervision within our bookkeeping operations. The relatively small number of people who are responsible for bookkeeping functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the ultimate identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the Securities and Exchange Commission. 13

~~(3)~~*included herewith

Insufficient number of independent directors. At the present time, our Board of Directors does not consist of a majority of independent directors, a factor that is counter to corporate governance practices as set forth by the rules of various stock exchanges.14

~~Our~~SIGNATURES management determined that these deficiencies constituted material weaknesses. Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our consolidated financial statements contained in our Annual Report on form 10-K for the fiscal year ended Dec. 31, 2009, fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

~~There~~Pursuant ~~were~~to nothe ~~changes~~requirements inof Section ~~our~~13 ~~internal~~or ~~control~~15(d) ~~over~~of ~~financial reporting during~~ the ~~quarter~~Securities ~~ended~~Exchange ~~Dec.~~Act ~~31,~~of ~~2009~~1934, ~~that~~the ~~have~~registrant ~~materially~~has ~~affected,~~caused orthis ~~are~~report ~~reasonably~~to ~~likely~~be tosigned ~~materially~~on ~~affect,~~its ~~our~~behalf ~~internal~~by ~~control~~the ~~over~~undersigned, ~~financial~~thereunto ~~reporting~~duly authorized.

~~Part~~China ~~III~~Holdings Group, Inc.

~~ITEM 10~~Date: ~~DIRECTORS,~~August ~~EXECUTIVE OFFICERS~~10, ~~AND~~2011 ~~CORPORATE GOVERNANCE~~

~~Identification~~By: of/s/ ~~Directors~~Dempsey ~~and Executive Officers~~Mork

~~Our~~Dempsey ~~executive officers and directors and their respective ages~~Mork, ~~positions and biographical information are set forth below.~~President

Name	Age	Positions Held	Director Since
Dempsey K. Mork	68	President, Sec. Treas & Director	Jan. 2004

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Background~~. ~~and Business Experience~~

~~Mr.~~Date: ~~Mork~~August ~~is the majority shareholder~~10, ~~Chief~~2011 Financial Officer/President/Sec./Treas/Director of China Holdings, Inc. He has been an officer/director of the Company since its formation in 1994. For the past six years, he has been officer/director of Magellan Capital Corporation, Animal Cloning Sciences, Knickerbocker Capital, Apex Capital, Asian Financial and North Star Ventures. Mr. Mork has experience in start-up companies, business reorganizations and cross border business trans-actions. He will spend approximately 20 hours per month on Silver Bow business.

~~Significant~~By: ~~Employees~~/s/ Dempsey Mork

~~The~~Dempsey ~~Company has no employees who are not executive officers~~Mork, ~~but~~President/CEO/Secretary/CFO/Director ~~who are expected to make a significant contribution to the Company’s business.~~

~~Term~~(Principal ofExecutive ~~Office~~Officer and Accounting and Financial Officer)

The term of office for the Company’s directors is one year, or until a successor is elected and qualified at the Company’s annual meeting of shareholders, subject to ratification by the shareholders. The term of office for each officer is one year or until a successor is elected and qualified and is subject to removal by the Board.15

~~Family~~ Sam ~~Relationships~~Kan & Company

~~There~~ 1151 ~~are~~Harbor noBay ~~family~~Pkwy., ~~relationships~~Suite ~~between~~101 ~~any of the officers and directors of the Company.~~

~~Code~~ Alameda, ofCA ~~Ethics~~94502 Phone: 510.517.7874 Fax: 866.848.1224

~~The Company has not adopted a Code of Ethics for our principal executive and financial officers~~http://www.skancpa.com

[chinahldg2010k001.jpg]

6Report of Independent Registered Public Accounting Firm

NoTo ~~Involvement~~the inBoard ~~Certain~~of ~~Legal~~Directors ~~Proceedings~~of China Holdings Group, Inc.

~~During~~We have audited the ~~past~~accompanying ~~five~~balance sheets of China Holdings Group, Inc. (hereinafter the “Company”) as of December 31, 2010 and 2009, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, noand ~~director~~for the period from inception on April 28, ~~promoter~~1994 orto ~~control~~December ~~person:~~31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

•We ~~has~~conducted ~~filed~~our aaudits ~~petition~~in ~~under~~accordance ~~federal~~with ~~bankruptcy~~the ~~laws~~standards orof ~~any~~the ~~state~~Public ~~insolvency~~Company ~~laws,~~Accounting ~~nor~~Oversight ~~had~~Board a(United ~~receiver,~~States). ~~fiscal~~Those ~~agent~~standards orrequire ~~similar~~that ~~officer~~we ~~appointed~~plan byand aperform ~~court~~the ~~for~~audit to obtain reasonable assurance about whether the ~~business~~financial orstatements ~~property~~are free of ~~such~~material ~~person~~misstatement. An audit includes examining, oron ~~any~~a ~~partnership~~test inbasis, ~~which~~evidence hesupporting ~~was~~the aamounts ~~general~~and ~~partner~~disclosures atin orthe ~~within~~financial ~~two~~statements. An ~~years~~audit ~~before~~also includes assessing the ~~time~~accounting ofprinciples ~~such~~used ~~filing,~~and orsignificant ~~any~~estimates ~~corporation~~made orby ~~business~~management, ~~association~~as ofwell ~~which~~as heevaluating ~~was~~the anoverall ~~executive~~financial ~~officer~~statement atpresentation. orWe ~~within~~believe ~~two~~that ~~years~~our ~~before~~audits ~~the~~provide ~~time~~a ofreasonable ~~such~~basis ~~filing;~~for our opinion.

•In ~~was~~our ~~convicted~~opinion, the financial statements referred to above present fairly, in aall ~~criminal~~material ~~proceeding~~respects, orthe ~~named~~financial ~~subject~~position toof athe ~~pending~~Company ~~criminal~~as ~~proceeding~~of ~~(excluding~~December ~~traffic~~31, ~~violations~~2010 and ~~other~~2009, ~~minor~~and ~~offenses);~~the results of its operations and cash flows for the years then ended, and for the period from inception on April 28, 1994 to December 31, 2010 are in conformity with U.S. generally accepted accounting principles.

•We ~~was~~were ~~the subject of any order, judgment or decree,~~ not ~~subsequently~~engaged ~~reversed,~~to ~~suspended~~examine ormanagement's ~~vacated,~~assessment of ~~any~~the ~~court~~effectiveness of ~~competent~~the ~~jurisdiction,~~Company’s ~~permanently~~internal orcontrol ~~temporarily~~over ~~enjoining~~financial ~~him~~reporting oras ~~her~~of ~~from~~December or31, ~~otherwise~~2010 ~~limiting~~and ~~his/her~~2009, ~~involvement~~and inaccordingly, ~~any~~we ~~type~~do ofnot ~~business,~~express ~~securities~~an oropinion ~~banking~~thereon. ~~activities; or~~

•The ~~was~~accompanying ~~found~~financial bystatements ahave ~~court~~been ofprepared ~~competent~~assuming ~~jurisdiction~~that inthe Company will continue as a ~~civil~~going ~~action,~~concern. byAs discussed in Note B to the ~~SEC~~financial orstatements, the ~~Commodity~~Company ~~Futures~~has ~~Trading~~suffered ~~Commission~~recurring tolosses ~~have~~and ~~violated~~has ~~any~~experienced ~~federal~~negative orcash ~~state~~flows ~~securities~~from ~~law~~operations, ~~and~~which raises substantial doubt about the ~~judgment~~Company's ability to continue as a going concern. Management's plans in ~~such~~regard ~~civil~~to ~~action~~those ormatters ~~finding~~are byalso described in Note B to the ~~SEC~~financial ~~has~~statements. The financial statements do not ~~been~~include ~~subsequently~~any ~~reversed,~~adjustments ~~suspended,~~that ormight ~~vacated~~result from the outcome of this uncertainty.

[chinahldg2010k002.jpg]

~~Corporate~~Sam ~~Governance~~Kan & Company May 20, 2011 Alameda, California

~~Nominating Committee~~16

~~The~~ Sam ~~Company~~Kan ~~has~~& ~~not established a Nominating Committee because, due to its lack of operations and the fact that the~~ Company only has three directors and executive officers, it believes that it is able to effectively manage the issues normally considered by a Nominating Committee. Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.

If 1151 ~~the~~Harbor ~~Company~~Bay ~~does establish a Nominating Committee~~Pkwy., itSuite ~~will~~101 ~~disclose this change to its procedures in recommending nominees to its board of directors.~~

~~Audit~~ Alameda, ~~Committee~~CA 94502 Phone: 510.517.7874 Fax: 866.848.1224

The Company has not established an Audit Committee because, due to its lack of operations and the fact that the Company only has three directors and executive officers, it believes that it is able to effectively manage the issues normally considered by an Audit Committeehttp://www. ~~Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management~~skancpa.com

[chinahldg2010k003.jpg]

~~ITEM~~We ~~11:~~consent ~~EXECUTIVE~~to ~~COMPENSATION~~the inclusion in the Annual Report (Form 10-K) of China Holdings Group, Inc. (hereinafter the “Company”) of our report dated May 20, 2011, with respect to the balance sheets as of December 31, 2010 and 2009, and the related statements of operations, stockholders’ (deficit) equity, and cash flows for the years then ended, and for the period from inception on April 28, 1994 to December 31, 2010 to be included in this Annual Report (Form 10-K).

[chinahldg2010k004.jpg]

~~All~~Firm’s ~~Compensation~~Manual Signature Alameda, CA City, State June 30, 2011 Date

~~SUMMARY COMPENSATION TABLE~~17

Name and Principle Position		Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen-sation ($)	Nonqual-ified Deferred Compen-sation ($)	All Other Compen- sation ($)	Total Earnings ($)
(a)		(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Dempsey K. Mork		12/31/09	0	0	0	0	0	0	0	0
	President,	12/31/08	0	0	0	0	0	0	0	0
	Director	12/31/07	0	0	0	0	0	0	0	0
		12/31/06	0	0	0	0	0	0	0	0

CHINA HOLDINGS GROUP, INC.

7(A Development Stage Company)

~~Item~~Financial ~~12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~Statements

~~The~~For ~~following table sets forth~~ the ~~shareholdings~~period offrom ~~those persons or entities who own more than 5% of~~ the ~~3,190,440~~inception ~~Company's~~on ~~common~~April ~~stock outstanding as of the date of these filings~~28, ~~and/or~~1994 ~~belong~~ to ~~management~~December ~~hereof~~31, to2010 ~~wit; Percentage of Class is calculated on 3,190,400 total shares.~~

Name and address	Number of Shares Beneficially Owned	Percentage of Class
*Magellan Capital Corporation	597,600	16.19%
Magellan Capital Corporation	900,000
* Pension Benefit Plan and Trust

Item 13. Certain Relationships and Related Transactions, and Director Independence.

			Page(s)
Report of Independent Registered Public Accounting Firm			F-1

Balance Sheets as of December 31, 2010 and 2009			F-2

Statements of Operations for the years ended December 31 2010 and 2009, and the period from April 28, 1994 (inception) to December 31, 2010			F-3

Statement of Changes in Stockholders' Equity (Deficit) for the period from April 28, 1994 (inception) to December 31, 2010			F-4

Statements of Cash Flows for the years ended December 31 2010 and 2009, and the period from April 28, 1994 (inception) to December 31, 2010			F-5

Notes to Financial Statements			F6-13

There were no material transactions, or series of similar transactions, during our Company’s last four fiscal years, or any currently proposed transactions, or series of similar transactions, to which our Company or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.19

~~Resolving~~China ~~Conflicts~~Holdings ofGroup, ~~Interest~~Inc.

~~The~~(A ~~Company’s~~Development ~~directors~~Stage must disclose all conflicts of interest and all corporate opportunities to the entire board of directors. Any transaction involving a conflict of interest will be conducted on terms not less favorable than that which could be obtained from an unrelated third party.Company)

~~Director~~Balance ~~Independence~~Sheets

~~The Company does not have any independent directors serving on its board of directors.~~December

~~Item 14. Principal Accounting Fees and Services.~~2010

~~For the last two fiscal years:~~2009

Audit Fees	$	3,000
Audit Related Fees	$	0
Tax Fees	$	0
All Other Fees	$	0

Assets

~~Part~~Current IVassets

~~Item~~Cash ~~15.~~and ~~Exhibits,~~cash ~~Financial Statement Schedules~~equivalents

~~(b) List of Exhibits~~$

31	302 Certification
32	906 Certification

235

~~(B) REPORTS ON FORM 8-K None~~$

8--

~~SIGNATURES~~Total assets (all current)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned duly authorized person.$

~~Date: April 12, 2010~~235

~~China Holdings, Inc.~~$

~~/s/ Dempsey Mork By: Dempsey Mork, President~~--

~~Pursuant~~Liabilities toand ~~the~~Stockholders' ~~requirements~~Equity ~~of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~(Deficit)

Signature	Capacity	Date
/s/ Dempsey Mork	President/CEO/	April 12, 2010
Dempsey Mork	Secretary/CFO/Director

Current Liabilities

9Loan payable - related party

57,600

56,000

Accrued interest

305

Accrued expense and other liabilities

2,000

Total liabilities (all current)

59,905

56,000

Stockholders' equity (deficit)

Preferred stock, par value $.001; 10,000 shares

authorized; no share issued and outstanding on

December 31, 2010 and 2009

Common stock, par value $.001; 99,990,000 shares

authorized; 3,190,400 shares issued and outstanding

on December 31, 2010 and 2009

3,190

Additional paid in capital

Accumulated deficit

(62,860)

(59,190)

Total stockholders' equity (deficit)

(59,670)

(56,000)

Total liabilities and stockholders' equity (deficit)

235

See accompanying notes to financial statements.

F-2

China Holdings Group, Inc.
(A Development Stage Company)
Statements of Operations
		Year Ended December 31,		For the Period from Inception on April 28, 1994 to December 31, 2010
		2010	2009

Revenue		$ -	$ -	$ -
Cost of goods sold		-	-	-

Gross profit		-	-	-

Operating expenses
	General and administrative	3,365	6,000	62,555
Total operating expenses		3,365	6,000	62,555

Loss from operations		(3,365)	(6,000)	(62,555)

Other income / (expense)
	Interest expense	(305)	-	(305)
Total other income / (expense)		(305)	-	(305)

Loss before income taxes		(3,670)	(6,000)	(62,860)

Provision for income taxes		-	-	-

Net loss		$ (3,670)	$ (6,000)	$ (62,860)

Net loss per share of common stock:
	Basic	$ -	$ -
Weighted average shares outstanding		3,190,400	2,438,055




See accompanying notes to financial statements
F-3

[chinahldg2010k005.jpg]

China Holdings Group, Inc.
(A Development Stage Company)
Statements of Cash Flows
			Year Ended December 31,		For the Period from Inception on April 28, 1994 to December 31, 2010
			2010	2009
Cash flows from operating activities
		Net loss	$ (3,670)	$ (6,000)	$ (62,860)
		Adjustments to reconcile net loss to net cash used in operating activities:
		Issuance of securities for services rendered	-	-	1,136
		Changes operating assets and liabilities:
		Loan payable - related party	1,600	6,000	57,600
		Accrued interest	305	-	305
		Accrued expense and other liabilities	2,000	-	2,000
Net cash provided by (used in) operating activities			235	-	(1,819)

Net cash used in investing activities			-	-	-

Cash flows from financing activities
		Proceeds from issuance of common stock	-	-	2,054
Net cash provided by financing activities			-	-	2,054

		Net change in cash	235	-	235

		Cash and cash equivalent at beginning of year	-	-	-

		Cash and cash equivalent at end of year	$ 235	$ -	$ 235
Supplemental disclosure of non-cash investing and financing activities:
		Issuance of securities for services rendered	$ -	$ -	$ 1,136
Supplemental disclosures of cash flow Information:
		Cash paid for interest	$ -	$ -	$ -
		Cash paid for taxes	$ -	$ -	$ -



See accompanying notes to financial statements
	F-5 22 China Holdings Group, Inc. (A Development Stage Company) Notes to Financial Statements For the period from inception on April 28, 1994 to December 31, 2010 23 NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting policies of China Holdings Group, Inc. (a development stage company, hereinafter the “Company”) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with ASC 915, “Development Stage Entities”, formerly known as SFAS 7, “Accounting and Reporting by Development State Enterprises.” Organization, Nature of Business and Trade Name The Company was incorporated in the State of Nevada on April 28, 1994 under the name of Silver Bow Antique Aviation. The Company was incorporated to engage in any lawful activities. The Company’s articles initially authorized 1,000 shares of Preferred Stock and 10,000 shares of Common Stock, both at a par value of $.001 per share. The Company has been in the developmental stage since inception and has no operating history other than organizational matters. On October 7, 1998, the Company filed a certificate of amendment amending resident agent and stock. The Company is now authorized 99,990,000 shares of Common Stock and 10,000 shares of Preferred Stock both at a par value of $.001. On October 6, 2005, Silver Bow Antique Aviation, voted to change its name to China Holdings Group, Inc for the purpose of engaging in any lawful corporate business, including but not limited to, participating in mergers with and acquisitions of other companies. The Company has been in the developmental stage since inception and has no operating history other than organizational matters. Prior to 2010, the primary activity of the Company involved seeking a company or companies that it could acquire or with whom it could merge. The Company was not successful in finding a merger or acquisition candidate, and therefore reverted to its original business plan which was to create an on line antique aircraft spare parts business. 24 China Holdings Group, Inc. (A Development Stage Company) Notes to Financial Statements For the period from inception on April 28, 1994 to December 31, 2010 However, during the latter part of December 2010, it became apparent that the market for aircraft parts, in particular the more specialized antique aircraft parts in which we have the most expertise, had become extremely depressed due to the continuing economic downturn. Therefore, the Company has now decided on a complete change of approach, and intends to use the Company as an operating entity for a new financial services business. In essence the Company will capitalize on the past experience of its senior management in the fields of Investment Banking, Financial Consulting and Litigation Management. The Company will seek those small businesses and individuals looking for advice on the re-structuring of their financial affairs, which might also include debt settlement and loan modification services. Although the Company will from time to time employ the services of legal counsel, it will not hold itself out as a law firm, nor will it proffer legal advice to its clients. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented. Use of Estimates The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on China Holdings Group, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. China Holdings Group, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. 25 Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of China Holdings Group, Inc. (A Development Stage Company) Notes to Financial Statements For the period from inception on April 28, 1994 to December 31, 2010 three months or less to be cash equivalents. Property and Equipment Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Office Equipment 5-10 years Copier 5-7 years Vehicles 5-10 years For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statement purposes, depreciation is computed under the straight-line method. The Company has been in the developmental stage since inception and has no operation to date. The Company currently does not have any property and equipment. The above accounting policies will be adopted upon the Company maintains property and equipment. 26 Revenue and Cost Recognition China Holdings Group, Inc. (A Development Stage Company) Notes to Financial Statements For the period from inception on April 28, 1994 to December 31, 2010 The Company has been in the developmental stage since inception and has no operations to date. The Company currently does not have a means for generating revenue. Revenue and Cost Recognition procedures will be implemented based on the type of company acquired in a merger or acquisition. Cost of Goods Sold Since the Company is still in the development stage, formal applications of certain procedures have not been implemented. Generally, job costs include all direct materials, and labor costs and those indirect costs related to operations of the Company. Selling, general and administrative costs are charged to expense as incurred. However, Cost of Goods Sold procedures will be dependent on the industry that the identified merger or acquisition candidate is in. Advertising Advertising expenses related to specific jobs are allocated and classified as costs of goods sold. Advertising expenses not related to specific jobs are recorded as general and administrative expenses. There was no advertising expense for the years ended December 31, 2010 and 2009. Research and Development Research and development costs are expensed as incurred. Provision for Income Taxes The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. 27 China Holdings Group, Inc. (A Development Stage Company) Notes to Financial Statements For the period from inception on April 28, 1994 to December 31, 2010 Earnings Per Share FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share was the same, at the reporting dates, as there were no common stock equivalents outstanding. Recently Issued Accounting Pronouncements ASC 105, “Generally Accepted Accounting Principles” (ASC 105) (formerly Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162)” reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board ("FASB") into a single source of authoritative generally accepted accounting principles ("GAAP") to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification ("ASC") carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed "non-authoritative". ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company's references to GAAP authoritative guidance but did not impact the Company's financial position or results of operations. ASC 855, “Subsequent Events” (ASC 855) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations. In August 2009, the FASB issued Accounting Standards Update No. 2009-05, “Measuring Liabilities at Fair Value,” (“ASU 2009-05”). ASU 2009-05 provides guidance on measuring the fair value of liabilities and is effective for the first interim or annual reporting period beginning after its issuance. The Company’s adoption of ASU 2009-05 did not have an effect on its disclosure of the fair value of its liabilities. 28 In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments China Holdings Group, Inc. (A Development Stage Company) Notes to Financial Statements For the period from inception on April 28, 1994 to December 31, 2010 in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) ("ASC Update No. 2009-12"). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations. In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) ("Statement No. 167"). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 ("FIN 46R") to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity's economic performance. This statement also enhances disclosures about a company's involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 ("Statement No. 166"). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 ("Statement No. 140") and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations. 29 In February 2010, the FASB issued amended guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through China Holdings Group, Inc. (A Development Stage Company) Notes to Financial Statements For the period from inception on April 28, 1994 to December 31, 2010 which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended June 30, 2010. The adoption of this guidance did not have a material impact on our financial statements. In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No. 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect this ASU will have a material impact on its financial position or results of operations when it adopts this update on October 1, 2010. Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. NOTE B – GOING CONCERN The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. Management expects to seek potential business opportunities for merger or acquisition of existing companies. Currently the Company has yet to locate any merger of acquisition candidates. Management is not currently limiting their search for merger or acquisition candidates to any industry or locations. Management, while not especially experienced in matters relating to public company management, will rely upon their own efforts and, to a much lesser extent, the efforts of the Company’s shareholders, in accomplishing the business purposes of the Company. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. 30 During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with reviewing or investigating any potential business ventures. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or China Holdings Group, Inc. (A Development Stage Company) Notes to Financial Statements For the period from inception on April 28, 1994 to December 31, 2010 private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse affect upon it and its shareholders. In the past year, the Company funded operations by using cash proceeds received through loans from a related party. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances, focus on a possible joint venture or merger until the company generates revenues through the operations of such merged company or joint venture as stated above. NOTE C – INCOME TAXES The Company accounts for income taxes using the liability method; under which deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in the future. Due to the inherent uncertainty in forecasts and future events and operating results, the Company has provided for a valuation allowance in an amount equal to gross deferred tax assets resulting in no net deferred tax assets or liabilities for the periods audited. On December 31, 2010, the Company had an operating loss carry forward of $21,372 that can be used as an offset against future taxable income. No tax benefit has been reported in the December 31, 2010 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. 31 Net deferred tax assets consist of the following components from Inception on April 28, 1994 to December 31, 2010: Net operating loss carryforward $ 62,860 Income tax rate 34% Deferred income tax asset $ 21,372 China Holdings Group, Inc. (A Development Stage Company) Notes to Financial Statements For the period from inception on April 28, 1994 to December 31, 2010 NOTE D – STOCKHOLDERS’ EQUITY The Company’s articles initially authorized the Company to issue a total of 11,000 (Eleven Thousand) shares of stock, consisting of 1,000 (One Thousand) shares of preferred stock and 10,000 (Ten Thousand) shares of common stock, both with a par value of $.001 per share. During 1996, certain consulting services were rendered to the Company by the majority stockholder, Magellan Capital Corporation, (a Nevada Corporation doing business in California) and four (4) other individuals. The value of such services were at the stated par value for 1,041 shares issued on July 15, 1995 and have been stated on the Balance Sheet and Statement of Operations and Cash Flow Statement at $936 for the year ending December 31, 1996, which amount reflects the par value of the original issue on the date of the 1 to 900 forward stock split on the 1,041 shares. Revised number of shares issued and outstanding after the foregoing split were 936,900, with a total value of $936 as of the end of year December 31, 1996. An amendment to the Articles of Incorporation of the Company on October 7, 1998 increased its authorized shares to a total of 100,000,000 (One Hundred Million) shares, consisting of 99,990,000 (Ninety Nine Million Nine Hundred Ninety Thousand) shares of common stock and 10,000 (Ten Thousand) shares of preferred stock, all with a par value of $.001 per share. As of December 31, 2010, there is no share of preferred stock being issued. There are Three Million One Hundred Ninety Thousand Four Hundred (3,190,400) shares of common stock being issued and outstanding as of December 31, 2010. NOTE E – NET LOSS PER COMMON SHARE Basic net loss per common share is based on the weighted-average number of share of common stock of Three Million One Hundred Ninety Thousand Four Hundred (3,190,400) outstanding in the development period ending December 31, 2010 and 2009. 32 Loss Shares Per Share (Numerator) (Denominator) Amount From Inception on April 28, 1994 to The Year Ended December 31, 2010 ($ 62,860) 3,190,400 ($ 0.02) China Holdings Group, Inc. (A Development Stage Company) Notes to Financial Statements For the period from inception on April 28, 1994 to December 31, 2010 NOTE F – NOTES PAYABLE The Company issued a note payable to Dempsey Mork, a related party, on September 30, 2003 in the amount of $50,000. The note is non-interest bearing and it is due on demand. As of December 31, 2010, this note is still outstanding. The Company issued a second note payable to Mr. Mork on February 25, 2010 in the amount of $6,000. This note bears an interest of 6% per annum and it is payable with the principal on December 31, 2010, its maturity date. This note was not paid as of December 31, 2010. As a result, management has negotiated with Mr. Mork to amend the maturity date to December 31, 2011 and that interests shall be accrued on the same basis. The Company has also issued a note payable to Mr. Mork during 2010 for his cash contribution in funding the Company’s daily operations. This note is non-interest bearing and it is due on demand. As of December 31, 2010, this note is still outstanding. NOTE G- RELATED PARTY TRANSACTIONS The following individuals and entities are related: § Dempsey Mork Sole Director, President, CEO, CFO, Treasurer, and Secretary. § Patricia Mork Spouse of Dempsey Mork § Magellan Capital Corporation (MCC) Wholly owned by Dempsey Mork § MCC Pension Benefit Plan & Trust Sole beneficiary – Dempsey Mork § MCC Profit Sharing Plan & Trust Sole beneficiary – Dempsey Mork For the year ended December 31, 2008, the Company’s President advanced $50,000 to the Company for the working capital. In 2010, the Company’s President paid $7,600 for professional fees for filing compliance purposes. These advances will be reimbursed once the Company starts generating cash flows. NOTE H - SUBSEQUENT EVENTS Management has reviewed material events subsequent of the year ended December 31, 2010 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. No additional disclosures required.

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