# **Exhibit 31.2**

# ** **

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

PURSUANTTO THE SECURITIES EXCHANGE ACT OF 1934,

RULES13a-14 AND 15d-14

ASADOPTED PURSUANT TO

SECTION 302OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Golden Health Holdings, Inc.(the “Company”) on Form 10-KSB for the period ending September 30,2005 as filed with the Securities and Exchange Commission on the date hereof(the “Report”), I, Maggie Kwok, Chief Financial Officer of the Company,certify, pursuant to Rules 13a-14 and 15-d14 of the Securities ExchangeAct of 1934 (the “Exchange Act”), as adopted pursuant to §302 of theSarbanes-Oxley Act of 2002, that:

 

1.                                       I have reviewedthis Report;

 

2.                                       Based on myknowledge, this Report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this Report;

 

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this Report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for,the periods presented in this Report;

 

4.                                       The Company’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a)                                  Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

(b)                                 Designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generally acceptedaccounting principles;

 

(c)                                  Evaluated theeffectiveness of the Company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

(d)                                 Disclosed in thisReport any change in the Company’s internal control over financial reportingthat occurred during the Company’s fiscal year that has materially affected, oris reasonably likely to materially affect, the Company’s internal control overfinancial reporting.

 

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5.                                       The Company’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Company’sauditors and the audit committee of the Company’s board of directors (orpersons performing the equivalent functions):

 

(a)                                  All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financialinformation; and

 

(b)                                 Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the Company’s internal control over financial reporting.

 

 
| /s/ Maggie Kwok         |   |
|-------------------------|--------|
| Maggie Kwok             |
| Chief Financial Officer |
| February 8, 2006   |

 

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