UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

Amendment No. 2
to

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of earliest event reported:  July 29, 2005

CHILCO RIVER HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)


Nevada
(State or Other Jurisdiction
of Incorporation) 		0001278595
(Commission File Number) 		98-0419129
(IRS Employer Identification No.)


16027 Arrow Hwy Suite D
Irwindale, CA 91706
(Address of Principal Executive Offices) (Zip Code)

646-330-5859
(Registrant’s Telephone Number, including Area Code)

595 Howe Street, Suite 206
Vancouver, British Columbia, Canada, V6C 2T5
(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[  ]   Written communications pursuant to Rule 415 under the Securities Act

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act



EXPLANATORY NOTE

This Amendment No. 2 to Form 8-K filed August 9, 2005 is being filed to include Financial Statements for the six months ended June 30, 2005 and the years ended December 31, 2004 and 2003 for Kubuk International, Inc. and proforma financial statements for Kubuk International, Inc. and Chilco River Holdings Inc. as of June 30, 2005 and for the year ended December 31, 2004. No other changes to the Form 8-K have been made.

Item 2.01.   Completion of Acquisition or Disposition of Assets

        On July 15, 2005, we entered into a Share Exchange Agreement with Kubuk International, Inc., a California Registrant; its shareholders, Tom Liu, David Liu, Lee Kuen Cheung, Wai Yung Lau, Zheng Liu, Yizhi Zeng, Luisa Wong, Jack Xu, Yong Yang and Guoxiu Yan; and Tom Liu, as Shareholders Representative. Under the terms of the Share Exchange Agreement, we agreed to acquire all of the issued and outstanding capital stock of Kubuk from the Shareholders. Kubuk owns and operates, through its wholly-owned subsidiaries, Kubuk Investment SAC and Kubuk Gaming SAC, the Hotel Cinco Estrellas in Lima, Peru (also known as the Bruce Hotel and Casino), and owns all of the assets, licenses and other rights used in connection with the business of the Bruce Hotel and Casino. We filed a Current Report on Form 8-K on August 9, 2005, as amended by Amendment No. 1 to the Current Report on Form 8-K filed on August 11, 2005, announcing the completion of the transaction. The purpose of this Amendment No. 2 on Form 8-K is to amend the Current Report on Form 8-K filed on August 9, 2005, as amended by Amendment No. 1 to the Current Report on Form 8-K filed on August 11, 2005, to include the financial statements and pro forma financial information required by Item 9.01.

Item 9.01.   Financial Statements and Exhibits

  Financial Statements of the Business Acquired

        The unaudited condensed financial statements of Kubuk International, Inc. as of June 30, 2005 and the audited consolidated financial statements of Kubuk International, Inc. as of December 31, 2004 and for the year ended December 31, 2004 are attached hereto as Exhibit 99.11 and Exhibit 99.12, respectively, and are incorporated herein by reference.

  Pro Forma Financial Information

        The unaudited pro forma condensed consolidated financial statements for Chilco River Holding Inc. and Kubuk International, Inc. as of June 30, 2005 and for the year ended December 31, 2004 are attached hereto as Exhibits 99.13 and are incorporated herein by reference.

  Exhibits

99 .1 Share Exchange Agreement dated July 15, 2005*  
99 .2 Escrow Agreement dated August 3, 2005*  
99 .3 Contribution Agreement dated July 26, 2005*  
99 .4 Stock Purchase Agreement dated July 26, 2005*  
99 .5 Gaming License*  
99 .6 Slot Machine License*  
99 .7 Hotel License*  
99 .8 Appraisal*  
99 .9 Interim Financial Statements for the six month period ended June 30, 2005 of Kubuk  
99 .10 Financial Statements for the years ended December 31, 2004 and 2003 for Bruce Grupo Diversion S.A.C.*  
99 .11 Unaudited Condensed Financial Statements of Kubuk International, Inc. and subsidiaries as of June 30, 2005  

2

99 .12 Audited Consolidated Financial Statements of Kubuk International, Inc. and subsidiaries for the year ended December 31, 2004  
99 .13 Unaudited Pro Forma Condensed Financial Statements of Chilco River Holdings Inc. and Kubuk International, Inc. as of June 30, 2005 and for the year ended December 31, 2004  

* Incorporated by reference to the Current Report on Form 8-K filed on August 9, 2005.





















3

SIGNATURES

        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.

  CHILCO RIVER HOLDINGS INC.
(Registrant)


By:   /s/ Tom Liu                                         
       Tom Liu
       Chief Executive Officer and Chief Financial Officer

Dated:   October 14, 2005
















4

Exhibit Index

99 .1 Share Exchange Agreement dated July 15, 2005*  
99 .2 Escrow Agreement dated August 3, 2005*  
99 .3 Contribution Agreement dated July 26, 2005*  
99 .4 Stock Purchase Agreement dated July 26, 2005*  
99 .5 Gaming License*  
99 .6 Slot Machine License*  
99 .7 Hotel License*  
99 .8 Appraisal*  
99 .9 Interim Financial Statements for the six month period ended June 30, 2005 of Kubuk  
99 .10 Financial Statements for the years ended December 31, 2004 and 2003 for Bruce Grupo Diversion S.A.C.*  
99 .11 Unaudited Condensed Financial Statements of Kubuk International, Inc. and subsidiaries as of June 30, 2005  
99 .12 Audited Consolidated Financial Statements of Kubuk International, Inc. and subsidiaries for the year ended December 31, 2004  
99 .13 Unaudited Pro Forma Condensed Financial Statements of Chilco River Holdings Inc. and Kubuk International, Inc. as of June 30, 2005 and for the year ended December 31, 2004  

* Incorporated by reference to the Current Report Form 8-K filed on August 9, 2005




















5


EXHIBIT 99.11

KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2005
(Expressed in US$)



  06/30/05
   
Notes US$
 
       ASSETS

Current assets 		       
  Cash and cash equivalents     547,568  
  Accounts receivable     298,324  
  Inventory   5.   129,304  
  Prepaid expenses     34,310  
 
    Total current assets     1,009,506  
 
Property, plant, and equipment - net   5.   15,780,577  
   
Other intangible assets - net     406  
 
Total assets     16,790,490  
 
       LIABILITIES & SHAREHOLDERS’ EQUITY  

Current liabilities 		 
  Accounts payable     44,813  
  Other current liabilities     133,231  
  Advance from shareholder     9,763  
    Total current liabilities     187,807  
 
Total liabilities     187,807  
 
Shareholders’ equity  
  Common stock, 100,000,000 shares authorized,  
    51,000,400 shares issued and outstanding as of  
    June 30, 2005     16,646,856  
  Accumulted deficits   3.   (44,217 )
  Accumulted Other Comprehensive Income     44  
 
Total shareholders’ equity     16,602,683  
 
Total liabilities and shareholders’ equity       16,790,490  
 




KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2005
(Expressed in US$)



  06/30/05
   
Notes US$
 
Operating revenue     2,661,695  

Cost and expenses 		 
   Operating departments     (817,850 )
   General and administrative expenses     (253,134 )
   Selling and marketing expenses     (261,373 )
 
        Total cost and expenses     (1,332,357 )
 
Operating income     1,329,338  
 

Non-operating incomes (expenses) 		 
  Financial income     62,654  
  Financial loss     (34,969 )
  Other gains or losses     5,076  
 
    Total non-operating income-net     32,762  
 
Income taxes     (407,058 )
 
Net Income     955,042  
 




KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2005
(Expressed in US$)



Notes Common
Stocks
US$ 		Retained
Earnings
US$ 		Accumulated Other
Comprehensive Income
US$ 		Total
US$
 
Balance as of December 31, 2004   3.   12,995,730   6,091,950   (53,647 ) 19,034,032  
 
Net income for the six months ended June 30, 2005       955,042     955,042  
 
Dividend declared and distributed       (2,753,086 )   (2,753,086 )
 
2005 capital infusion-Kubuk Investment SAC   2.   16,475,748       16,475,748  
 
2005 capital infusion-Kubuk Gaming SAC     6,144       6,144  
 
2005 Other comprehensive income     530,153   597,733   53,691   1,181,577  
 
Consolidated goodwill included     4,233,544       4,233,544  
 
Consolidated subsidiary accumulated deficits     (109,135 ) 109,135     --  
 
Net equity of Bruce Groupo Diversion, SAC   2.   (13,251,784 ) (5,044,991 )   (18,296,775 )
   
Balance as of June 30, 2005     20,880,401   (44,217 ) 44   20,836,228  
   




KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2005
(Expressed in US$)



  06/30/05
   
Notes US$
 
Cash flows from operating activities:        
Net income     955,042  
Adjustments to reconcile net income to net cash  
  provided by operating activities:  
  Depreciation     151,000  
Net changes in operating assets and liabilities:  
    Accounts receivable     (380,881 )
    Other receivable     (116,265 )
    Inventories     (83,194 )
    Prepaid expenses     525,951  
    Other assets     310,231  
    Accounts payable     (121,170 )
    Other current liabilities     (56,300 )
 
Net cash provided by operating activities     1,184,415  
 
   
Cash flows from investing activities:  
  Purchase of property, plant, and equipment     (404,983 )
 
    Net cash used in investing activities     (404,983 )
 
   
Cash flows from financing activities:  
  Borrowing from shareholder     (47,989 )
  Decrease in deferred income tax liability     851  
  Dividends paid     (2,753,086 )
  Proceeds from issuance of common stock-Kubuk Investment   1.   1,022,041  
  Proceeds from issuance of common stock-Kubuk Gaming   1.   6,144  
 
    Net cash used by financing activities     (1,772,040 )
 
   
Other Comprehensive income     1,181,575  
   
Net increase/(decrease) in cash and cash equivalents     188,967  
Cash and cash equivalents at the beginning of consolidated period     1,425,999  
 
Cash and cash equivalents at the end of consolidated period     1,614,966  
 
   
Cash balance appropriated for owners of Bruce Groupo  
  Diversion SAC and excluded from cash at the end of period   2.   (1,067,401 )
 
Cash and cash equivalents at the end of period     547,565  
 
Significant Non-cash Transaction:  
    Sale of properties, plant and equipment by Bruce Groupo  
    Diversion SAC to Kubuk Investment SAC   1.   15,453,708  
 




KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005



Preliminary Note

  The accompanying condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. In the opinion of management, the accompanying interim financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of June 30, 2005, and our results of operations and cash flows for the six-month periods ended June 30, 2005. The results of operations for the six-month periods ended June 30, 2005 are not necessarily indicative of the results for a full-year period. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Audit for the year ended December 31, 2004.

1.   Business Organization and Reorganization

  Kubuk International, Inc. (KII, or the Company) is a California corporation and was incorporated on January 7, 2002. The majority shareholders of KII also control 99% of total voting stock of Bruce Groupo Diversion, S.A.C. (Bruce Groupo), a Peruvian company that operated a hotel and casino (Bruce Hotel/Casino) in Lima, Peru from 1997 to May 21, 2005.

  Kubuk Investment S.A.C. (KISAC) was formed in year 2001 by the majority shareholders of KII in Peru. KII’s majority shareholders also formed Kubuk Gaming S.A.C. (KGSAC) in year 2005 in Peru.

  Starting on August 4, 2001, Bruce Grupo and KISAC entered into a series of sale and purchase agreements (Sale and Purchase Agreements) of the hotel assets and certain casino properties owned and operated by Bruce Grupo for the purpose of transferring these properties to KISAC. Total consideration for all Sale and Purchase Agreements was in the amount of S/. 62,970,744 (approximately $19,163,343 using the exchange rate as of the balance sheet date of the 12/31/04 audited finanicals). On May 21, 2005, all assets subject to the scope of the sale and purchase agreements were transferred to and received by KISAC, which then commenced to carry on the hotel lodging businesses of Bruce Hotel/Casino. The only assets that were transferred to KISAC are the assets as listed under “Property, Plant, and Equipment” on the balance sheet. All other assets and liabilities will continue to belong to Bruce Grupo and will subsequently be distributed to its original shareholders. The accounting treatment used by KISAC to record the transfer of the assets followed the guidance for transactions between entities under common control as described in Statements of Financial Accounting Standards (SFAS) 141, Business Combinations. This standard




KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005



  requires that the receiving entity use of the carrying amount of the assets of the transferring entity. Therefore, no fair market value adjustments were made to the transferred assets by Kubuk.

  The major casino operation of Bruce Hotel/Casino has been temporarily closed for renovation since March 2005. During the renovation, Bruce Groupo continued to operate slot machines in the casino till July 1, 2005, when MINCETUR, the gaming authority of Peru, issued gaming licenses to KGSAC. KGSAC then took over the slot machine operations and will conduct all other gaming activities of Bruce Hotel/Casino when the renovation project is completed at the end of year 2005.

  On June 15, 2005, KII and the shareholders of KISAC and KGSAC entered into an Agreement and Plan of Reorganization (the Reorganization Agreement), under which KII issued 50,920,000 shares of common stock to the shareholders of KISAC and KGSAC in exchange for their entire ownership holdings of KISAC and KGSAC. As of June 30, 2005, both KISAC and KGSAC were 100% owned by KII.

2.   Principles of Consolidation

  The consolidated financial statements are prepared to include the accounts of KII, Bruce Groupo, KISAC and KGSAC as of and for the six-month period ending June 30, 2005. All significant inter-company balances and transactions during the six-month period and the balances of assets, liabilities and owners’ equity of Bruce Groupo as of June 30, 2005 have been eliminated.

  The ending balances of assets and liabilities that were belonged to shareholders of Bruce Grupo and were eliminated from the consolidated balance sheet as of June 30, 2005 include the followings:

Cash and cash equivalents   $   1,067,400  
Accounts receivable-net   1,200,874  
Other receivable   320,419  
Inventory   134,507  
Prepaid expenses   337,590  
Other fixed assets   207,491  
Promissory note receivable   15,453,708  
Trade accounts payable   (181,447 )
Other payables   (153,587 )
Long-term debts   (90,181 )
Net assets belonged to Bruce Grupo and eliminated  
from the consolidated balance sheet   $ 18,296,774  




KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005



  Bruce Groupo, which is a member of the consolidated group because of common ownership control, is not a subsidiary of KII.

3.   Summary of Significant Differences between accounting principles followed by the Company and U.S. generally accepted accounting principles

  Except for items related to KII, the Company’s financial statements were originally prepared in accordance with Peruvian GAAP, which differ in certain respects from U.S. GAAP.

  Peruvian GAAP – Peruvian GAAP require the restatement of assets and liabilities into constant Peruvian Nuevos Soles as of the date of the last financial statements presented. All non-monetary assets and liabilities and income statement amounts have been restated to reflect changes in the Peruvian wholesale price index, from the date the assets were acquired or the liabilities were incurred to the year-end. The purchasing power gain (loss) included in income (loss) reflects the effect of Peruvian inflation on the monetary liabilities of the Company during the year.

  U.S. GAAP – Under U.S. GAAP, account balances and transactions are stated in the units of currency of the period when the transactions are originated. This accounting model is commonly known as the historical cost basis of accounting. The US GAAP reconciliation of net income and shareholder’s equity does not reflect as a difference the effect of the general price level restatement.

  The consolidated financial statements presented herein have been restated in accordance with US GAAP.

4.   Information Expressed in U.S. dollars

  Except for items related to KII, the consolidated financial statements were originally stated in the Peruvian currency Nuevos Soles and have been restated in US Dollars using June 30, 2005 spot rate of S/. 3.2550= US$1 and average rate of S/. 3.2755= US$1 for the six-month period ending June 30, 2005.

5.   Significant Accounting Policies

  (a)   Use of Estimates

  The preparation of the Company’s financial statements in conformity with generally accepted accounting principles in the United States requires management of the Company to make certain estimates and assumptions. These




KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005



  estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

  (b)   Inventories

  Inventories are presented at adjusted cost or market value, whichever is lower. Cost is established based on either the last-in, first out assumption or, in certain cases, specific identification method.

  (c)   Properties, Plant and Equipment

  Properties, plant and equipment are stated at the adjusted cost or market value, whichever is lower. Depreciation is calculated based on straight-line method over the properties’ estimated useful lives, which range from 5 to 7 years for machinery and equipment and 39 years for building and building improvements. Betterment or improvements to properties are capitalized to properties, plant and equipment accounts. Repairs and maintenance costs are charged to expense accounts.

  Certain long-lived assets of the Company are reviewed at least annually as to whether their carrying values have become impaired in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Management considers assets to be impaired if the carrying value exceeds the undiscounted projected cash flows from operations. If impairment exists, the assets are written down to their fair value or the projected discounted cash flows from related operations.

  (d)   Comprehensive Income

  Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of compre-hensive income. The major components of the Company’s other comprehensive income include foreign currency (Peruvian Nuevo Soles) translation adjustments.

  (e)   Concentration of Credit Risk

  The Company maintains substantially all of its day-to-day operating cash balances with Peruvian commercial banks and financial institutions. The banks or financial




KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005



  institutions may not provide sufficient deposit insurance coverage on the Company’s cash positions.

6.   Properties, Furniture & Equipment

  As of December 31, 2004, properties, furniture and equipment connsisted of the following balances:

2004

Land 		 
$      738,788 		 
Buildings and improvements   15,770,304  
Vehicles   329,317  
Furniture   727,748  
Casino equipment   3,607,900  
Computers   260,600  
Work in-progress   381,385  
Accumulated depreciation   (6,035,465 )

TOTAL 		 
$ 15,780,577 		 

7.   Subsequent Events

  On July 15, 2005, Chilco entered into a Share Exchange Agreement with Kubuk. Kubuk owns and operates, through two wholly-owned subsidiaries, the Bruce Hotel and Casino, located in Lima, Peru. On August 3, 2005, Chilco acquired, by way of reverse acquisition, 100% of the issued and outstanding capital stock of Kubuk in exchange for the issuance of 19,250,000 split-adjusted shares of common stock (the “Exchange Shares”). Under the terms of the Agreement, the former Kubuk shareholders entered into an escrow agreement dated August 3, 2005, under which 8,250,000 Exchange Shares were placed into escrow subject to satisfying certain obligations under the Agreement. The former Kubuk shareholders placed 5,000,000 Exchange Shares into escrow to secure obligations to raise $5,000,000 at a minimum share price of $1.00 per share, 2,000,000 Exchange Shares into escrow to satisfy certain obligations to consultants to Kubuk, and 1,250,000 Exchange Shares in escrow for the purpose of exercising certain co-sale rights granted by Chilco. Directors of Chilco returned, for no consideration, 3,964,000 split-adjusted shares of common stock to the Company for cancellation. Concurrently, Chilco received bridge loans of $100,000.

  On August 3, 2005, Chilco issued 50,000 split-adjusted shares of common stock at a price of $2.00 per share in full satisfaction of the bridge financing.




KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005



  Following the shares exchange, Chilco continued as the surviving corporation and the separate corporate existence of Kubuk ceased. Prior to the merger, Chilco had no substantial assets, nominal operations and by definition under SEC guidelines is a public shell company. Accordingly, the transaction is treated as a reverse acquisition of a public shell company and has been accounted for as a recapitalization rather than a business combination. The historical financial statements of Kubuk and Bruce Grupo will be the historical statements of new Chilco.





EXHIBIT 99.12

Kubuk International, Inc. and Subsidiaries, formerly Bruce
Grupo Diversion SAC

Report of Independent Registered Public Accounting Firm
and Financial Statements

December 31, 2004





Kubuk International, Inc. and Subsidiaries, formerly Bruce
Grupo Diversion SAC

TABLE OF CONTENTS

Page
 
Report of Independent Registered Public Accounting Firm   1  
 
Consolidated Balance Sheet – December 31, 2004   2  
 
Consolidated Statements of Operations for the Years Ended December 31, 2004 and 2003   3  
 
Consolidated Statement of Stockholders’ Equity for the Years Ended December 31, 2004 and 2003   4  
 
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004 and 2003   5  
 
Notes to Consolidated Financial Statements   6– 14
 
Supplementary Proforma Information – Unaudited   15  




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Kubu