SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                Date of earliest event reported, October 13, 2004



                            RICH HOLDINGS GROUP, INC.



       Nevada                         0-26509                     13-4025362
--------------------           ----------------------           -------------
State of Incorporation        (Commission File Number)         (IRS I.D.Number)


                                   Suite 2100
                               515 Madison Avenue
                            New York, New York 10022
                  --------------------------------------------
               (Address of principal executive offices)(Zip Code)


                                  212-755-3636
              (Registrant's telephone number, including area code)



                ------------------------------------------------
             (Former name or address, if changed since last report)





<PAGE>



                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 5.01. Changes in Control of Registrant

     On October 13, 2004 John R. Rice III sold 1,210,400 restricted shares of
common stock constituting approximately 53.6% of the Registrant's issued and
outstanding common stock and Joseph Ingrassia sold 610,400 restricted shares of
the Registrant's issued and outstanding common stock constituting approximately
27% of the Registrant's issued and outstanding common stock, the total of which
shares amounts to 1,820,800 shares constituting approximately 80.6% of the
Registrant's issued and outstanding stock. The shares were sold to 13
shareholders of China South Value Manufacturing Company who acquired shares from
the Sellers in varying amounts ranging from 937,712 shares constituting
approximately 41.5% of Registrant's outstanding shares to 18,200 shares
constituting less than 1% of Registrant's outstanding shares. The number of
shares acquired by each of the Purchasers is specified in the Schedule to the
Stock Purchase Agreement filed as an exhibit hereto.

     The Purchase price for the shares was $150,000. The source of the funds
used for the purchase was personal funds of the Purchasers. As a result of the
purchase, South Investment Group Co., Ltd. owns 937,712 shares constituting
approximately 41.5% of Registrant's outstanding shares; Chen Shu Hui owns
227,600 shares constituting approximately 10.2% of the Registrant's outstanding
shares; John R. Rice III, a selling shareholder retained 210,000 shares
constituting approximately 9.3% of Registrant's outstanding shares; Chen Bai Xun
and Liu Xiang Yu each own 145,664 shares constituting approximately 6.5% each of
the Registrant's outstanding shares and nine other purchasers own in the
aggregate 364,160 shares constituting approximately 15.6% of Registrant's
outstanding shares.

     Subsequent to the shares, John R. Rice III and John F. Beasty resigned as
directors of the Registrant and Chen De Xing, Chen Bai Yun and Liang Wei Guang
were elected as President and Director, Vice-President and Director and
Secretary and Director respectively and John R. Rice III was elected as Chief
Executive Officer.


Item 9.01 - Financial Statements and Exhibits

     (c) Exhibits


Exhibit
Number             Description
------             -----------

  2                Agreement for Purchase of Common Stock


                                      -2-

<PAGE>


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: October 17, 2004





                                 RICH HOLDINGS GROUP INC.
                                      (Registrant)


                                 By: /s/ John R. Rice III
                                     ------------------------------------------
                                         John R.Rice, Chief Operating Officer





                                       -3-
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{"company-data": {"conformed-name": "RICH HOLDINGS GROUP INC", "cik": "0001100886", "assigned-sic": "9995", "irs-number": "134025362", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30552", "film-number": "041085743"}, "business-address": {"street1": "515 MADISON AVENUE", "street2": "SUITE 2100", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127553636"}, "mail-address": {"street1": "515 MADISON AVENUE", "street2": "SUITE 2100", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "RC HOLDING CORP", "date-changed": "19991210"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                Date of earliest event reported, October 13, 2004

                            RICH HOLDINGS GROUP, INC.

       Nevada                         0-26509                     13-4025362
--------------------           ----------------------           -------------
State of Incorporation        (Commission File Number)         (IRS I.D.Number)

                                   Suite 2100
                               515 Madison Avenue
                            New York, New York 10022
                  --------------------------------------------
               (Address of principal executive offices)(Zip Code)

                                  212-755-3636
              (Registrant's telephone number, including area code)

                ------------------------------------------------
             (Former name or address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.01. Changes in Control of Registrant

     On October 13, 2004 John R. Rice III sold 1,210,400 restricted shares of
common stock constituting approximately 53.6% of the Registrant's issued and
outstanding common stock and Joseph Ingrassia sold 610,400 restricted shares of
the Registrant's issued and outstanding common stock constituting approximately
27% of the Registrant's issued and outstanding common stock, the total of which
shares amounts to 1,820,800 shares constituting approximately 80.6% of the
Registrant's issued and outstanding stock. The shares were sold to 13
shareholders of China South Value Manufacturing Company who acquired shares from
the Sellers in varying amounts ranging from 937,712 shares constituting
approximately 41.5% of Registrant's outstanding shares to 18,200 shares
constituting less than 1% of Registrant's outstanding shares. The number of
shares acquired by each of the Purchasers is specified in the Schedule to the
Stock Purchase Agreement filed as an exhibit hereto.

     The Purchase price for the shares was $150,000. The source of the funds
used for the purchase was personal funds of the Purchasers. As a result of the
purchase, South Investment Group Co., Ltd. owns 937,712 shares constituting
approximately 41.5% of Registrant's outstanding shares; Chen Shu Hui owns
227,600 shares constituting approximately 10.2% of the Registrant's outstanding
shares; John R. Rice III, a selling shareholder retained 210,000 shares
constituting approximately 9.3% of Registrant's outstanding shares; Chen Bai Xun
and Liu Xiang Yu each own 145,664 shares constituting approximately 6.5% each of
the Registrant's outstanding shares and nine other purchasers own in the
aggregate 364,160 shares constituting approximately 15.6% of Registrant's
outstanding shares.

     Subsequent to the shares, John R. Rice III and John F. Beasty resigned as
directors of the Registrant and Chen De Xing, Chen Bai Yun and Liang Wei Guang
were elected as President and Director, Vice-President and Director and
Secretary and Director respectively and John R. Rice III was elected as Chief
Executive Officer.

Item 9.01 - Financial Statements and Exhibits

     (c) Exhibits

Exhibit
Number             Description
------             -----------

  2                Agreement for Purchase of Common Stock

                                      -2-
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: October 17, 2004

                                 RICH HOLDINGS GROUP INC.
                                      (Registrant)

                                 By: /s/ John R. Rice III
                                     ------------------------------------------
                                         John R.Rice, Chief Operating Officer

                                       -3-