UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Nevada, D.C. 20549

FORM 1O-Q

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

SECURITIES AND EXCHANGE ACT OF 1934

For the three month period ended ~~June~~September 30, 2011

Commission file number: 0-25997

China Holdings Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada 91-1939533

______________________ _______________

(State or Other Jurisdiction of (IRS Employer

Incorporation or Organization) Identification No.)

73726 Alessandro Drive, Suite 103

Palm Desert, CA 92260

(Address of Principal Executive Offices)

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 (§232.405 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-Q or any amendment to this Form 10-Q. 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 *

As of ~~June~~September 30, 2011, 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, $0.001 par value, as of ~~June~~September 30, 2011 was 3,190,400 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None.

China Holdings Group, Inc.

Form 10-Q Quarterly Report

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements 4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9

Item 3. Quantitative and Qualitative Disclosures about Market Risk 10

Item 4. Controls and Procedures 10

PART II – OTHER INFORMATION

Item 1. Legal Proceedings 11

Item 1A. Risk Factors 11

Item 2. Sales of Unregistered Securities and Use of Proceeds 12 11

Item 3 Defaults Upon Senior Securities . 1211

Item 4. Removed and Reserved 1211

Item 5. Other Information 1211

Item 6. Exhibits 1211

PART 1

ITEM 1. FINANCIAL STATEMENTS

Financial Statements for the 3 month period ended ~~June~~September 30, 2011 have been prepared by the Management Group of China Holdings Group, Inc.

CHINA HOLDINGS GROUP, INC.

(A Development Stage Enterprise)

Unaudited Financial Statements

For the Three Months Ended ~~June~~September 30, 2011, the ~~Six~~Nine Months Ended ~~June~~September 30, 2011, and the Period of April 28, 1994 (Since inception) to ~~June~~September 30, 2011.

China Holdings Group, Inc. (A Development Stage Enterprise)
Balance Sheets
		June 30 December 31
		2011		2010
ASSETS
Current assets
	Cash	$	217	$	235
Total current assets			217		235
Total assets		$	217	$	235
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities
	Accounts payable	$	-	$	3,500
	Accrued Interest		483		305
	Due to related party		59,600		57,600
Total current liabilities			60,083		59,905
Long term liabilities
	Notes Payable		0		0
Total long term liabilities			0		0
Total liabilities			60,083		59,905
Stockholders' (Deficit) Equity
	Preferred stock, par value $0.001; 10,000 shares authorized; No share issued and outstanding on June 30, 2011 and December 31, 2010. Common stock, no par value; 100,000,000 shares authorized, 142,894 shares issued and outstanding at June 30, 2011 and December 31, 2010		3,190		3,190
	Additional paid in capital		-		-
	Retained Earnings (Accumulated Deficit)		(63,056)		(62,860)
Total stockholders' (deficit) equity			(59,866)		(59,670)
Total liabilities and stockholders' (deficit) equity		$	217	$	235
See accompanying notes to financial statements


China Holdings Group, Inc. (A Development Stage Enterprise)
Balance Sheets
		June 30 December 31
		2011		2010
ASSETS

Current assets
	Cash	$	163	$	235
Total current assets			163		235

Total assets		$	163	$	235

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities
	Accounts payable	$	-	$	3,500
	Accrued Interest		574		305
	Due to related party		59,600		57,600
Total current liabilities			60,174		59,905

Long term liabilities
	Notes Payable		0		0
Total long term liabilities			0		0
Total liabilities			60,174		59,905

Stockholders' (Deficit) Equity
	Preferred stock, par value $0.001; 10,000 shares authorized; No share issued and outstanding on September 30, 2011 and December 31, 2010. Common stock, no par value; 100,000,000 shares authorized, 142,894 shares issued and outstanding at September 30, 2011 and December 31, 2010		3,190		3,190
	Additional paid in capital		-		-
	Retained Earnings (Accumulated Deficit)		(63,201)		(62,860)
Total stockholders' (deficit) equity			(60,011)		(59,670)

Total liabilities and stockholders' (deficit) equity		$	163	$	235

See accompanying notes to financial statements

China Holdings Group, Inc.

(A Development Stage Enterprise)

Statement of Operations

										For the period from April 28, 1994 (Since inception)) to June 30, 2011
										For the period from April 28, 1994 (Since inception)) to September 30, 2011
		Three months ended June 30,				~~Six~~Nine months ended June 30,
		2011		2010		2011		2010
		(Unaudited)			(Unaudited)	(Unaudited)			(Unaudited)
Revenue		$	-	$	-	$	-	$	-	$	-
Expenses
	General & administrative		1854		401,325		1872		401,365		62,~~573~~627
	Professional fees		-		-		-		-		-
Total expenses			1854		401,325		1872		401,365		62,~~573~~627
Other income / (expense)
	Interest expense		9091		-		~~179~~269		-		~~484~~575
Total other income / (expense)			9091		-		~~179~~269		-		~~(484)~~575
Net loss		$	(~~108~~145)	$	(401,325)	$	(~~197~~341)	$	(401,365)	$	(63,~~057~~202)
Basic and diluted loss per common share		$	-	$	-	$	-	$	-
Weighted average shares outstanding			3,190,400		3,190,400		3,190,400		3,190,400
See accompanying notes to financial statements

China Holdings Group, Inc.
(A Development Stage Enterprise)
Statements of Cash Flows
							For the period from April 28, 1994 (Since inception) to June 30, 2011
			Six months ended June 30,
			2011		2010
			(Unaudited)			(Unaudited)
Cash flows from operating activities
	Net loss		$	(197)	$	(40)	$	(63,057)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Changes in operating assets and liabilities:
		Accounts payable & Accrued Expenses		-		200		2,000
		Loan payable – related party		-		-		57,600
		Accrued Interest on Notes – related parties		179		-		484
		Issuance of securities for services rendered		-		-		1,136
Net cash used in operating activities				(18)		160		(1,837)
Net cash from investing activities				-		-		-
Cash flows from financing activities
		Proceeds from related party loan		-		-		-
		Proceeds from issuance of stock		-		-		2,054
Net cash provided by financing activities				-		-		-
		Net increase in cash		(18)		160		217
		Cash at beginning of period		235		-		-
		Cash at end of period	$	217	$	160	$	217
Supplemental disclosure of non-cash investing and financing activities:
	Issuance of common stock for professional and consulting services		$	-	$	-	$	-
Supplemental Cash Flow Information:
	Cash paid for interest		$	-	$	-	$	-
	Cash paid for income taxes		$	-	$	-	$	-
See accompanying notes to financial statements

China Holdings Group, Inc.
(A Development Stage Enterprise)
Statements of Cash Flows
							For the period from April 28, 1994 (Since inception) to September 30, 2011


			Nine months ended September 30,
			2011		2010
			(Unaudited)			(Unaudited)
Cash flows from operating activities
	Net loss		$	(341)	$	(1,365)	$	(63,202)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Changes in operating assets and liabilities:
		Accounts payable & Accrued Expenses		-		1,600		2,000
		Loan payable – related party		-		-		57,600
		Accrued Interest on Notes – related parties		269		-		575
		Issuance of securities for services rendered		-		-		1,136
Net cash used in operating activities				(72)		235		(1,891)

Net cash from investing activities				-		-		-

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

		Net increase in cash		(72)		235		163
		Cash at beginning of period		235		-		-
		Cash at end of period	$	163	$	235	$	163

Supplemental disclosure of non-cash investing and financing activities:
	Issuance of common stock for professional and consulting services		$	-	$	-	$	-

Supplemental Cash Flow Information:
	Cash paid for interest		$	-	$	-	$	-
	Cash paid for income taxes		$	-	$	-	$	-

See accompanying notes to financial statements

CHINA HOLDINGS GROUP, INC.

(A Development Stage Company)

Notes to Financial Statements

For the Three Months Ended ~~June~~September 30, 2011, the ~~Six~~Nine Months ended ~~June~~September 30, 2011

and for the period of April 28, 1994 (Since inception) to ~~June~~September 30, 2011

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at ~~June~~September 30, 2011, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2010 audited financial statements. The results of operations for the periods ended ~~June~~September 30, 2011 and 2010 are not necessarily indicative of the operating results for the full years.

NOTE 2 - 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. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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 secure other sources of financing and 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.

NOTE 3 – SHAREHOLDERS’ EQUITY

No additional common shares were issued for any reason during the three months ended ~~June~~September 30, 2011.

NOTE 4 – RELATED PARTY TRANSACTIONS

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.

CHINA HOLDINGS GROUP, INC.

(A Development Stage Company)

Notes to Financial Statements

For the Three Months Ended ~~June~~September 30, 2011, the ~~Six~~Nine Months ended ~~June~~September 30, 2011

and for the period of April 28, 1994 (Since inception) to ~~June~~September 30, 2011

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 ~~March~~September 3130, 2011 this note is still outstanding.

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.

The Company’s officers and directors have resolved to provide for various expenses incurred by the Company

At ~~June~~September 30, 2011, the Company had accrued $~~483~~574 in interest on these promissory Notes.

NOTE 5 – SUBSEQUENT EVENTS

Management has reviewed material subsequent events in accordance with FASB ASC 855 “Subsequent Events”. No additional disclosure is required.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Certain statements in this report and elsewhere (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.

China 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.

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.

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.

Since incorporation, we have financed our operations primarily through financing and through the increase in accounts payable, payments made by others for the company and by settlement of the payable amounts with shares of common stock of the Company.

To date we have not implemented our planned principal operations.

We do not 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 number of employees in the next 12 months. Currently, we believe the services provided by our officers and directors are sufficient at this time.

We have not paid for expenses on behalf of any director. Additionally, we believe that this practice will not materially change.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES.

Our management, with the participation of our ~~chief~~president ~~executive officer~~ and chief financial officer, carried out an evaluation of the

effectiveness of our "disclosure controls and procedures" (as defined in the Exchange Act Rules 13a-15(e) and 15d-15

(e) as of the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, the president

and chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures were

effective to ensure that information required to be disclosed by us in the reports that we file or submit under the

Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules

and forms and (ii) is accumulated and communicated to our management, including our president and chief financial

officer, as appropriate to allow timely decisions regarding required disclosure ~~since our auditor had to make audit~~ .

~~adjustments.~~ 10

There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

~~Not~~There ~~applicable~~are tono ~~smaller~~material ~~reporting~~changes ~~company~~in the risk factors set forth in Part 1, Item 1A of the Company’s 10K dated Dec. 31, 2010.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~UNREGISTERED~~None. ~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibits ~~filed~~Incorporated ~~herewith~~by Reference or Filed with this Report.

Exhibit No. Description

31.1 Chief Executive and Financial Officer Certification pursuant to section 302 of the Sarbanes-Ox1ey Act ~~of2002~~

~~32.1 Chief Executive and Financial Officer Certification pursuant to section 906~~ of ~~the Sarbanes-Oxley Act of2002~~2002.

32.1 Chief Executive and Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act

of 2002.

SIGNATURES

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

~~CHINA~~China ~~HOLDINGS~~Holdings ~~GROUP~~Group, ~~INC~~Inc.

Date: ~~August~~November 109, 2011

By: ~~/s/~~lsi Dempsey K. Mork

Dempsey K Mork, Chief Executive and Financial Officer

(principal financial and ~~accounting officer and duly authorized officer)~~

accounting officer and duly

authorized officer)

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