** **

**U.S. SECURITIES AND EXCHANGECOMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-KSB**

 

**ý****        ANNUALREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934**

** **

**For thefiscal year ended****September 3****0, 2005**

 

**o****        TRANSITIONREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For thetransition period from          to         **

 

**CommissionFile Number: 000-25845**

 

**Golden Health Holdings, Inc.**

(Name of small business issuerin its charter)

 
| **Nevada**                                                          | ** ** | **87-0385103**                        |
|---------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporation)                     |       | (I.R.S. Employer  Identification No.) |
|                                                                |       |                                  |
| **Unit 979, 9/F, HITEC, 1 Trademart Drive, Kowloon Bay, Hong Kong** |
| (Address of  principal executive offices)                           |

 

Issuer’s telephone number: **+852****35800105**

 

Securities registered under Section 12(b) of the ExchangeAct: **None.**

 

Securities registered under Section 12(g) of the ExchangeAct:

 

## **Common stock, par value$0.001 per share**

(Title of each class)

 

Check whether the issuer is not required to file reports pursuant to Section 13or 15(d) of the Exchange Act. o

 

Check whether the issuer (1) filed all reports required to befiled by Section 13 or 15(d) of the Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes oNo ý

 

Check if there is no disclosure of delinquent filers in response toItem 405 of Regulation S-B is contained in this form  and no disclosure will be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB or anyamendment to this Form 10-KSB. o

 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the exchange Act).  Yes oNo ý

 

State issuer’s revenue for its most recent fiscal year:  $-0-

 

State theaggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas sold, or the average bid and asked price of such common equity, as of aspecified date within the past 60 days. (See definition of affiliate in Rule 12b-2of the Exchange Act.)

 

There was no active public market for the issuer’s common equity as ofthe date of this report.

 

The number of shares of common stock outstanding, par value $.001 pershare, of the issuer as of January 4, 2006 was 161,998,672 shares.

 

Transitional small business disclosure format (checkone) Yes o No ý

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

**The following documents areincorporated by reference herein: (i) Registration Statement on Form 10-SBfiled on April 22, 1999 (Registration No. 000-25845), (ii) CurrentReport on Form 8-K filed on May 11, 2004, (iii) Current Reporton Form 8-K filed on November 7, 2005, and (iv) Current Reporton Form 8-K filed on December 15, 2005.**

 

 

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**Table of Contents**

** **
| PART I    |                                                                                                                        |
|----------------|-----------------------------------------------------------------------------------------------------------------------------|
|           |                                                                                                                        |   |
| Item 1.        | Description of  Business                                                                                                    |   |
| Item 2.        | Description of  Property                                                                                                    |   |
| Item 3.        | Legal  Proceedings                                                                                                          |   |
| Item 4.        | Submission of  Matters to a Vote of Security Holders                                                                        |   |
|           |                                                                                                                        |   |
| PART II   |                                                                                                                        |
|           |                                                                                                                        |   |
| Item 5.        | Market for  Common Equity and Related Stockholder Matters                                                                   |   |
| Item 6.        | Management’s  Discussion and Analysis or Plan of Operation                                                             |   |
| Item 7.        | Financial  Statements                                                                                                       |   |
| Item 8.        | Changes in and  Disagreements with Accountants on Accounting and Financial Disclosure                                       |   |
| Item 8A.       | Controls and  Procedures                                                                                                    |   |
| Item 8B.       | Other  Information                                                                                                          |   |
|           |                                                                                                                        |   |
| PART  III |                                                                                                                        |
|           |                                                                                                                        |   |
| Item 9.        | Directors,  Executive Officers, Promoters and Control Persons; Compliance with  Section 16(a) of the Exchange Act |   |
| Item 10.       | Executive  Compensation                                                                                                     |   |
| Item 11.       | Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters                            |   |
| Item 12.       | Certain  Relationships and Related Transactions                                                                             |   |
| Item 13.       | Exhibits                                                                                                                    |   |
| Item 14.       | Principal  Accountant Fees and Services                                                                                     |   |

 

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**PART I**

 

**ITEM 1.****                                                  DESCRIPTIONOF BUSINESS.**

 

**Corporate Organization and History**

 

Golden Health Holdings, Inc. (the “Company”) was incorporated inNevada on September 6, 1988. On September 24, 2001, The Company fileda voluntary petition for bankruptcy under Chapter 7 of the United StatesBankruptcy Code in the District of Nevada. The Registrant emerged from bankruptcy pursuant to a Bankruptcy CourtOrder entered on February 12, 2002 with no remaining assets orliabilities.

 

On September 30, 2005, the Companyentered into a Share Exchange and Reorganization Agreement (the “ExchangeAgreement”) with Joy Power International Holdings Limited, a Hong Kongcorporation (“Joy Power”), and the stockholders thereof which sets forth theterms and conditions of the business combination of the Company and Joy Powerthrough the exchange by the Joy Power Stockholders of their interests thereinfor shares of common stock of the Company, as a result of which Joy Powerbecame a wholly-owned subsidiary of the Company.

 

On November 17, 2005 the Company enteredinto a Sale and Purchase Agreement (the “Agreement”) with Joy Power and DalianFengming International Recreation Town Co., Ltd. (“Dalian Fengming”), whichsets forth the terms and conditions of the acquisition of Dalian FengmingInternational Recreation Town (the “Recreation Town”) through the exchange of100% of the beneficial ownership interests of Recreation Town for shares ofpreferred stock of the Company, such that Recreation Town would became wholly-ownedby Joy Power.

 

On November 30, 2005, the Companyentered into a revised Sale and Purchase Agreement (the “Revised Agreement”)with Joy Power, Dalian Fengming and Ms. Hoi-ho Kiu, President andSecretary of Joy Power and CEO and a Director of the Company which amended thesale consideration of Recreation Town to be 38 million renminbi (“RMB”)(approximately $4.75 million) payable by Ms. Kiu in six months from thedate of the Revised Agreement to Dalian Fengming.  Ms. Kiu willtransfer 100% of the beneficial ownership interests of Recreation Town to JoyPower in exchange for 32,000,000 shares of common stock of the Company. The Company will not issue the shares to Ms. Kiu until the Companyreceives written confirmation from Ms. Kiu that Dalian Fengming had theproper legal title of Recreation Town.

 

The Company conducts all of its operationsthrough its wholly owned subsidiary, Joy Power International Holdings Limited,a Hong Kong corporation.

 

**Business of JoyPower International Holdings Limited**

 

**General**

 

Joy Power was formed in February 2005 inHong Kong and commenced business in June 2005.

 

Joy Power is principally engaged in the saleof various personal care products.  Through its Swiss and Malaysian OEMmanufacturers, Joy Power positions itself as a Swiss and Malaysian

 

3

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personal care products import agent in HongKong.  Joy Power has also developed a customer bonus point rewards programand Joy Power has more than 800 active customers in Hong Kong and SouthernChina.  The reward program has encouraged customers to introduce furthercustomers to purchase Joy Power’s products.

 

To distinguish Joy Power from othermulti-level marketing companies, Joy Power does not distribute its products tothe public through “pyramid” or network marketing systems.  Instead,regular customers are encouraged to either repeat purchase Joy Power’s productsor introduce new customers to purchase Joy Power’s products by a simple “bonuspoints” system.  After completion of everybusiness development stage as pre-budgeted by management, the cash equivalentvalue of such bonus points are calculated by management by sharing adiscretionary pool of “marketing awards” in cash declared by Joy Power.  It is the existing practice of Joy Power toallocate approximately 65% of gross sales receipts of all first-time purchasesof its customers and declare such as marketing awards to be shared by the bonuspoints owners. Stimulated by the effect of deregulation of inbound touristsfrom China to Hong Kong since June 2003, Joy Power experienced significantgrowth in the number of customers in the form of Chinese tourists.

 

Presently, Joy Power sells more than 50personal care products ranging from a skin care series to health energypillows. The prices of Joy Power’s products range from US$13 to more thanUS$600.

 

**Sales andMarketing**

 

As of the date of this report, Joy Poweremployed a total of five salespeople, experienced in the direct marketingfield.  This sales force operates withkey customer groups as defined by the senior management.  Managementanticipates that it will expand its sales force in line with increasing levelsof business in the next twelve months.

 

**Manufacturers**

 

As of the date of this report, Joy Power hadfive manufacturing and service provision partners ranging from a spa center toskin health products manufacturers.  Each of such business partners willprovide their products or services exclusively to Joy Power.

 

Joy Power has established a rigid qualitycontrol system with its product manufacturers and service providers, requiringtheir respective senior management to be accountable directly to the CEO of JoyPower. Joy Power has appointed quality control coordinators in Hong Kong andMalaysia to carry out sampling, test evaluation, audit and other qualitycontrol procedures focusing on:

 

•                  supply quality and sourcing procedures;

•                  factory equipment and workshop maintenance;

•                  manufacturing process, multistage audit andsampling;

•                  test and evaluation of finished products;and

•                  periodic examination and testing of finalproducts.

 

4

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Joy Power is dependent upon its productmanufacturers and service providers to manufacture its products and provisionof skin care services. If the relationship with any of these business partnerswere to terminate or if the terms of the contract with any of thesemanufacturers became onerous, it would have a material adverse effect on JoyPower’s business, prospects, financial condition and results of operation.

 

Additionally, if Joy Power’s businessincreases significantly and the manufacturers have reached their maximum annualproduction of the products, Joy Power might not be able to meet its customers’demands, which would have a material adverse effect on Joy Power’s business,prospects, financial condition and results of operation.

 

**Competition**

 

Joy Power believes that it is the onlycompany in Hong Kong and Southern China to develop and commercially implementits distinctive marketing reward systems to encourage frequent repeat purchasesby customers.

 

The principal health care product competitorsof Joy Power are Amway and NuLife, both of which market health care and foodsupplement products.  The principal competitors of Joy Power in skin careservices are Sau Sun Tong and various small skin care operators in Hong Kong.

 

Any products that Joy Power markets will haveto compete for market acceptance and market share. An important factor in thiscompetition may be timing in introducing competitive products. Accordingly, therelative speed with which Joy Power can obtain advanced health care productsand be supplied commercial quantities of the product will be importantcompetitive factors.

 

**Regulation**

 

Joy Power’s products are not subject to stringentregulations in Hong Kong and China.  However, if Joy Power does not complywith applicable requirements, it may suffer penalties, including importdetentions, fines or civil penalties, injunctions or suspensions or losses ofregulatory approvals, a forced recall or seizure of products, operatingrestrictions, and criminal prosecution.

 

As of the date of this report, Joy Power wasnot subject to the regulations of any jurisdiction other than Hong Kong andChina.

 

**Employees**

 

As of the date of this report, Joy Power hadten employees.  Of the ten employees, two employees are in administration,five employees are in sales, and three executives are in management andcorporate finance.  None of Joy Power’semployees are represented by labor unions.  Joy Power believes that isemployee relations are good.

 

Joy Power’s primary hiring sources for itsemployees include promotion from within, team member referrals, print andInternet advertising and direct recruiting.  All of Joy Power’s marketingemployees are highly skilled and highly educated and subject to rigorousrecruiting standards.  Joy Power attracts talent from numerous sources,including higher learning

 

5

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institutions, colleges and industry**. **Competition for these employees isintense. If Joy Power fails to attract highly experienced and qualifiedemployees, it could have a material adverse effect on Joy Power’s business,prospects, financial condition and results of operations.

 

**ITEM 2.****                                                  DESCRIPTIONOF PROPERTY**

 

The Company’s principal office is the same as its wholly ownedsubsidiary, Joy Power, which is located at Unit 979, 9/F., HITEC, 1 TrademartDrive, Kowloon Bay, Hong Kong, which is leased from an independent third partyunder a lease dated October 10, 2005 covering a lease period from October 10,2005 to October 9, 2007 at monthly rental of approximately $1,520 forapproximately 1,252 square feet.  All ofthe Company’s operations are conducted from this facility.

 

### **Previously, Joy Power conducted its operations at Room 03,17/F, Fee Tat Commercial Centre, 613 Nathan Road, Mongkok, Kowloon, Hong Kong,which was leased from**anindependent third party under alease dated May 19, 2005 coveringa lease period from May 13, 2005 to May 12,2007 at monthly rental of approximately $1,600 for approximately 900 squarefeet.   Currently, Joy Power providesthis commercial unit to an independent skin care service provider and operatesa spa center for Joy Power’s customers.

### ** **

**ITEM 3.****                                                  LEGALPROCEEDINGS.**

 

To the best knowledge of management of the Company, there are nopending or threatened litigation or administrative actions against the Company.

 

**ITEM 4.****                                                  SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS.**

 

None.

 

## **PART II**

## ** **

**ITEM 5.****                                                  MARKETFOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.**

 

The Company’s common stock is not currently quoted or listed fortrading on any public quotation system or stock exchange.

 

As of the date of this report, there were approximately 461 holders of record of the Company’scommon stock.

 

The Company has never paid cash or other dividends and does not expectto pay any cash or other dividends in the foreseeable future with respect toits common stock.  The Company’s futuredividend policy will depend upon its earnings, capital requirements, financialcondition, and other factors considered relevant by the Board ofDirectors.  The Company presently intendsto retain any earnings which it may realize in the foreseeable future tofinance its growth.

 

6

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**ITEM 6.****                                                  MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.**

 

The following discussion and analysis shouldbe read in conjunction with the financial statements, including the notesthereto, appearing elsewhere in this report.

 

**Overview**

 

The Company conducts all of its operations through its wholly-owned subsidiary, JoyPower.  Joy Power is principallyengaged in the marketing and sale of various personal care products. Presently,Joy Power sells more than 50 personal care products ranging from a skin careseries to health energy pillows.  JoyPower has only sold products in Hong Kong and China and does not anticipateselling products outside of Hong Kong or China in the foreseeable future.

 

Joy Power is in the early stage of operations and, as a result, therelationships between revenue, cost of revenue, and operating expensesreflected in the financial information included in this report do not representfuture expected financial relationships.

 

Joy Power’s business strategy is to expand its sales force andpromotional campaigns in line with increasing levels of business in the nexttwelve months.

 

Company management expects general and administrative costs to increasein future periods due to our operating as a public company whereby the Companywill incur added costs for filing fees, increased professional services andinsurance costs.

 

The following factors, among others, couldcause actual results to differ from those indicated in the aboveforward-looking statements: pricing pressures in the industry; a suddendownturn in the economy in general; a decrease in demand for Joy Power’sproducts or sudden weak demand for these products; Joy Power’s ability toattract new customers; an increase in competition in the direct marketingmarket for health care products; and economic or political developments inChina or elsewhere in Asia.  Thesefactors or additional risks and uncertainties not currently known oranticipated may impair the Company’s business operations and may cause theCompany’s actual results to differ materially from any forward-lookingstatement.

 

**Results of Operations**

 

The following table sets forth, for the yearsindicated, the Company’s selected financial information:

 
| ** **                     | ** ** | **Year Ended  September 30, 2005** | ** ** | **Year Ended  September 30, 2004** | ** ** |
|--------------------------------|------------|-----------------------------------------|------------|-----------------------------------------|------------|
| ** **                     | ** ** | **(Audited)**                           | ** ** | **(Audited)**                           | ** ** |
| Statement of  Operations Data: |       |                                    |       |                                    |       |
| Revenue                        |       | $                                       | -0-        |                                    | $          | -0- |   |
| (Net Loss)                     |       | (17,000                                 | )          | (202,750                                | )          |
| (Net Loss)  Per Share          |       | (0.00                                   | )          | (0.00                                   | )          |
|                           |       |                                    |       |                                    |       |
| Balance  Sheet Data:           |       |                                    |       |                                    |       |
| Total Assets                   |       | $                                       | -0-        |                                    | $          | -0- |   |
| Total  Current Liabilities     |       | 219,750                                 |       | 202,750                                 |       |
| Accumulated  Deficit           |       | 265,549                                 |       | 248,549                                 |       |
| Stockholders’  Deficit    |       | (219,750                                | )          | (202,750                                | )          |

 

7

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**Fiscal Year Ended September 30, 2005 ascompared to fiscal year ended September 30, 2005 (Audited)**

 

Revenues

 

# **The Company did not have any revenues in the fiscal yearsended September 30, 2005 and 2004 as the Company was a shell companyduring those periods with no operations. Management anticipates that the Company will generate revenues in itsnext fiscal year due its acquisition of Joy Power which is generating revenues.**

# ** **

Cost of Sales 

 

# **The Company did not experience any cost of goods sold forthe fiscal years ended September 30, 2005 and 2004 as the Company was ashell company during those periods with no operations.  Management anticipates that the Company willexperience cost of goods sold in its next fiscal year due its acquisition ofJoy Power which is selling products.**

# ** **

Operating Expenses

 

Operating expenses of$5,000 for the fiscal year ended September 30, 2005 comprised of transfer agent fees and filing fees to the Secretary of State of Nevada.  Operating expenses of $200,000 for the fiscalyear ended September 30, 2004 were comprised of legalfees and audit fees incurred in connection with the proposed reverseacquisition of Guangzhou Genghai Technology Development Co. Ltd. (“Genghai”)which failed.  Management of the Companyanticipates that the Company’s operating expenses will increase during its nextfiscal year as Joy Power will require additional personnel in marketing andsales in order to bring brand and market recognition to Joy Power’sproducts.  In addition, JoyPower will make expenditures for advertising, promotions and other marketing campaignsto promote Joy Power’s products.

 

InterestExpense

 

Interest expense of $12,000 forthe fiscal year ended September 30, 2005 comprised of full year accrual ofinterest expense for the $200,000 convertible notes outstanding when comparedwith $2,750 for the fiscal year ended September 30, 2004 as the convertiblenotes were drawn down in two equal tranches in March 2004 and June 2004respectively.

 

Income Taxes

 

The Company was not required to pay any income taxes during its lasttwo fiscal years as it did not experience any income during those years.  Management of the Company believes that itwill have to pay income taxes during its next fiscal year as Joy Power is currently subject to a standardHong Kong profits tax rate of 17.5% on its net assessable profits.

 

Net Loss

 

Net loss for the fiscal year ended September 30,2005 was $17,000 as compared to anet loss of $202,750 for the fiscal year ended September 30, 2004.  The Company was merely a shell company duringthe fiscal year 2005 but incurred significant legal and audit expenses inconnection with the proposed reverse acquisition of Genghai during the fiscalyear 2004.

 

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Seasonality

 

JoyPower typically experiences a decrease in sales during the months of January andFebruary each year as Chinese New Year occurs during those months and manyof Joy Power’s customers take extended vacations and holidays during thosemonths.

 

Liquidity And Capital Resources

 

The Company did not have any cash or cashequivalents at September 30, 2005 or September 30, 2004.  The Company did not have any net cash used byoperations for the fiscal year ended September 30, 2005 or for the fiscalyear ended September 30, 2004.

 

As shown in the accompanying financialstatements, the Company has incurred an accumulated deficit of $265,549 and has a working capital deficit ofapproximately $219,750 as of September 30, 2005.  Nowthat the Company  has acquired Joy Power,its working capital and other capital requirements during its next fiscal yearand thereafter will vary based on the sales revenue generated by the recentaccumulation of additional products and the distribution and sales network JoyPower has created and will continue to attempt to grow.  Joy Power may require additional financing in order to implement itsbusiness plan.  Joy Power currentlyanticipates an additional need of working capital of approximately $1 millionduring the next 12 months in order to meet the strong demand for our productsin the China market.  As the anticipatedcash generated by operations may not be sufficient to fund these growthrequirements, the Company may need to obtain additional funds through thirdparty financing in the form of equity, debt or bank financing.  Particularly in light of the Company’slimited operating history, there can be no assurance that the Company will beable to obtain the necessary additional capital on a timely basis or onacceptable terms, if at all.  In any ofsuch events, the Company’s growth and prospects would be materially andadversely affected.  As a result of anysuch financing, the Company’s shareholders may experience substantialdilution.  In addition, results may benegatively impacted as a result of political and economic factors beyondmanagement’s control as China is still a developing country and Joy Power’scapital requirements may increase.

 

**Critical Accounting Estimates**

 

The preparation of our financial statements in conformity withaccounting principles generally accepted in the United States of Americarequires our management to make certain estimates and assumptions that affectthe reported amounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of the financial statements and the reportedamounts of revenues and expenses during the reporting period.  As such, in accordance with the use ofaccounting principles generally accepted in the United States of America, ouractual realized results may differ from management’s initial estimates asreported.  A summary of our significantaccounting policies are detailed in the notes to the financial statements whichare an integral component of this filing.

 

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**Off-BalanceSheet Arrangements**

 

TheCompany does not have any off-balance sheet arrangements, that have or arereasonably likely to have a current or future effect on the Company’s financialcondition, changes in financial condition, revenues or expenses, results ofoperations, liquidity, capital expenditures or capital resources that arematerial to investors.

 

**ITEM 7.****                                                  FINANCIALSTATEMENTS.**

 

The financial statementsrequired to be filed pursuant to this Item 7 begin on page F-1 of thisreport.

 

**ITEM 8.****                                                  CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**

 

The Company had been without anaudit firm since 2001 until its recent change in control as reported on CurrentReport on Form 8-K/A dated November 18, 2005.  On November 21, 2005, the Companyengaged Madsen & Associates CPA’s, Inc., Murray, Utah, as itsaudit firm subject to ratification by the Company’s shareholders at its nextannual shareholders meeting.  The newaudit firm has not been consulted on the application of accounting principlesof any specific completed or contemplated transaction of the Company nor havethey been consulted on any type of audit opinion that might be rendered on theCompany’s financial statements and either written or oral advice was providedthat was an important factor considered by the Company in reaching a decisionas to the accounting, auditing or financial reporting issue.  To the best knowledge of current managementof the Company, there were no disagreements with the Company’s last audit firm.

 

**ITEM 8A.****                                         CONTROLSAND PROCEDURES**

 

Our President and Chief Financial Officer(the “Certifying Officers”) are responsible for establishing and maintainingdisclosure controls and procedures for the Company.  The Certifying Officers have designed suchdisclosure controls and procedures to ensure that material information is madeknown to them, particularly during the period in which this report wasprepared.  The Certifying Officers haveevaluated the effectiveness of the Company’s disclosure controls and proceduresas of the end of the period covered by this report and believe that the Company’sdisclosure controls and procedures are effective based on the requiredevaluation.  During the period covered bythis report, there were no changes in internal controls that materiallyaffected, or are reasonably likely to materially affect, the Company’s internalcontrol over financial reporting.

 

**ITEM 8B.****                                         OTHERINFORMATION**

 

None.

 

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**PART III**

 

**ITEM 9.****                                                  DIRECTORSAND EXECUTIVE OFFICERS**

 
| **Name**    | ** ** | **Age** | ** ** | **Position**                       | ** ** | **Term(s) of Office**            |
|-------------|------------|---------|------------|------------------------------------|------------|----------------------------------|
| Hoi-ho Kiu  |       | 43      |       | Director, Chief Executive  Officer |       | October 3, 2005 to  present |
| Maggie Kwok |       | 33      |       | Director, Chief Financial  Officer |       | October 3, 2005 to  present |
| Yu Fai Yip  |       | 30      |       | Director, Secretary                |       | October 3, 2005 to  present |

 

The following is a brief description of the business background of each of the Directors and officers ofthe Company:

 

**Yu Fai Yip**, Director andSecretary.  Mr. Yip has been thefounder of Joy Power since May 2005. He was a merchant and responsible to lead the formulation of business strategies for Golden Health. Prior to setup of Joy Power, he was a senior manager of Kei Fu Finance Warranty Company Limited, a medium sized finance company in Hong Kong, from January 1998 to May 2005.

 

**Hoi-ho Kiu**, Director andChief Executive Officer.  Since September 2005,Ms. Kiu has been the chief executive officer of Joy Power.  She has over 20 years of experience in doingbusinesses in China. Prior to joining Joy Power, she was an assistant general manager of Beijing Hua Xin Group, a Chinese state-owned real estate conglomerate from March 1995to September 2005.

 

**Maggie Kwok**, Director andChief Financial Officer.  Since July 2005,Ms. Kwok has been the CFO of Joy Power. Ms. Kwok holds a master’sdegree in business administration and has over ten years of experience inaccounting and corporate finance. Priorto joining Joy Power, she was the proprietor of Win Dragon Consultants Limited, an accounting and company secretarialadvisory company in Hong Kong from October 1998 to July 2005.

 

Each director holdsoffice (subject to the Company’s By-Laws) until the next annual meeting ofshareholders and until such director’s successor has been elected andqualified.  All of the Company’sexecutive officers are serving until the next annual meeting of directors anduntil their successors have been duly elected and qualified.  There are no family relationships between anyof the Company’s directors and executive officers.

 

The Company does not have a Compensation Committee, an Audit Committeeor a Nominating Committee.

 

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**Section 16(a) Beneficial OwnershipReporting Compliance.**

 

Based solely on Company management’s review of certain reports filedwith the Securities and Exchange Commission pursuant to Section 16(a) ofthe Securities Exchange Act of 1934 (the “Exchange Act”) for the Company’s mostrecent fiscal year (the fiscal year ending September 31, 2005), allcurrent officers and directors of the Company untimely filed their Form 3Statements of Beneficial Ownership but otherwise appear to be in compliancewith Section 16(a).  All formerofficers and directors of the Company failed to file Form 4 or Form 5Statements of Beneficial Ownership reflective of the end of their tenures in October 2005.

 

**Code ofEthics**

 

The Company’s Board of Directors has adopteda Code of Ethics which applies to every officer, director and employee of theCompany.  The Code of Ethics is attachedhereto as Exhibit 14.

 

**ITEM 10.****                                           EXECUTIVECOMPENSATION.**

 

For the period covered by this report and for the fiscal years ending September 30,2005 and September 30, 2004, no compensation was paid to officers ordirectors of the Company.  Ms. MaggieKwok received approximately $1,923 in compensation from Joy Power for herservice as its CFO for the period from July 2005 to September 2005. Beginning in October 2005, Ms. Maggie Kwok is receiving a monthlycompensation of approximately $1,282 from the Company for serving as its CFO.

 

The Company does not haveany employment agreements.

 

The Company does not have a stock option plan or any other equitycompensation plan.

 

**ITEM 11.****                                           SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS.**

 

The following table sets forth information as of the date hereof withrespect to the beneficial ownership of the outstanding shares of the Company’scommon stock by (i) each person known by the Company to beneficially own5% or more of the outstanding shares; (ii) the Company’s officers anddirectors; and (iii) the Company’s officers and directors as a group.

 

As used in the table below, the term “beneficial ownership*”* means the sole or shared power to vote or direct thevoting, or to dispose or direct the disposition, of any security.  A person is deemed as of any date to have beneficialownership of any security that such person has a right to acquire within 60days after such date.  Except asotherwise indicated, the stockholders listed below have sole voting andinvestment powers with respect to the shares indicated.  This table is calculated based upon161,998,672 shares of common stock outstanding. Except as otherwise indicated, the address of each shareholder is incare of the Company’s address.

 

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| **Name**                                                                  | ** ** | **Number of Shares** | ** ** | **Percentage Owned** | ** ** |
|---------------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|
| Yu Fai Yip,  Director and Secretary                                       |       | 54,000,000           |       | 33.3                 | %          |
| Hoi-ho Kiu, Director and Chief Executive Officer                          |       | -0-                  |       | -0-                  | %          |
| Maggie Kwok, Chief Financial Officer                                      |       | -0-                  |       | -0-                  | %          |
| All Directors and Officers as a group  (three persons)                    |       | 54,000,000           |       | 33.3                 | %          |
| Lu Zhijian  Adwo Loding House Shennanzhonghu, Shenzhen                    |       | 14,249,400           |       | 8.8                  | %          |
| Ge Wu  No. 41-302 Shengpingjie Zhijingxu, Guangzhou Guangdong, China |       | 13,350,240           |       | 8.2                  | %          |

 

There are no arrangements known to the Company, including any pledge byany person of securities of the Company, the operation of which may at asubsequent date result in a change of control of the Company.

 

**ITEM 12.****                                           CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS.**

 

Recreation Town is being acquired by Joy Power from Ms. Hoi-hoKiu, President and Secretary of Joy Power and CEO and a Director of the Companyin exchange for 32,000,000 shares of common stock of the Company issued at$0.148 per share calculated based on the purchase price of Recreation Town of$4.75 million.

 

**ITEM 13.****                                           EXHIBITS**

 
| **Exhibit** | ** ** | **Description** |
|-------------|------------|-----------------|
|        |       |            |
| ** **  | 2          |            | Share Exchange and Reorganization Agreement  with Joy Power International Holdings Limited, dated September 30, 2005(1) |
|        | 3.1        |            | Articles of Incorporation of Centre Capital  Corporation, dated September 6, 1988(2) |
|        | 3.2        |            | Certificate of Amendment to Articles of  Incorporation of Centre Capital Corporation, dated April 15, 2004(3) |
|        | 3.3        |            | Bylaws of Centre Capital Corporation, dated  December 22, 1995(2) |
|        | 10.1       |            | Sale and Purchase Agreement for Acquisition of Dalian Fengming International Recreation  Town Co., Limited, dated November 17, 2005(4) |
|        | 10.2       |            | Revised Sale and Purchase Agreement for Acquisition of Dalian Fengming International Recreation  Town Co., Limited, dated November 30, 2005(4) |
|        | 14         |            | Code of Ethics, dated January 4, 2006 |
|        | 21         |            | Subsidiaries |

 

----

(1)          Incorporated by reference from theCompany’s Current Report on Form 8-K filed on November 7, 2005.

(2)          Incorporated by reference from theCompany’s Registration Statement on Form 10-SB, Registration No. 000-25845,filed on April 22, 1999.

(3)          Incorporated by reference from theCompany’s Current Report on Form 8-K filed on May 11, 2004.

(4)          Incorporated by reference from theCompany’s Current Report on Form 8-K filed on December 15, 2005.

 

13

----

 
|   | 31.1 |   | Certification of Chief Executive Officer required by  Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange  Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of  2002 |
|--------|------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 31.2 |   | Certification of Chief Financial Officer required by  Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange  Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of  2002 |
|   | 32.1 |   | Certifications of Chief  Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                           |

 

**ITEM 14.****                                           PRINCIPALACCOUNTANT FEES AND SERVICES**

 

**Name of Auditor**

 

Madsen & Associates CPA’s Inc. (“Madsen”)was our independent auditor and examined our financial statements for thefiscal year ending September 30, 2005. Madsen performed the services listed below and was paid the fees listedbelow for the fiscal year ended September 30, 2005.  The Company did not have an auditor for thefiscal years ended September 30, 2004, 2003, or 2002.

 

**Total Audit Fees for the Fiscal Year Ending September 30,2005**

 

Madsen was paid aggregate fees of approximately$5,000 for professional services rendered for the audit of our annual financialstatements for the fiscal years ended September 30, 2005 and 2004.

 

**Total Audit Related Fees**

 

Madsen was not paid additional fees for the fiscal year ended September 30,2005 for assurance and related services reasonably related to the performanceof the audit or review of our financial statements.

 

**Tax Fees**

 

None.

 

**All Other Fees**

 

None

 

14

----

 

**SIGNATURES**

 

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

 
|   | GOLDEN HEALTH HOLDINGS, INC. |
|--------|------------------------------|
|   |                         |
|   | /s/ Yu Fai Yip               |   |
|   | By: Yu Fai Yip               |
|   | Its: Director and Secretary  |
|   |                         |
|   | Date: February 8, 2006  |

 

In accordance with the Exchange Act, this report has been signed belowby the following persons on behalf of the registrant and in the capacities andon the dates indicated.

 
| **Signature**   | ** ** | **Title**                | ** **                          | **Date**               |
|-----------------|------------|--------------------------|-------------------------------------|------------------------|
|            |       |                     |                                |                   |
|            |       | Chief Executive          |                                | February 8, 2006  |
| /s/ Hoi-ho Kiu  |       |                     | Officer and Director                |                   |   |
| Hoi-ho Kiu      |       | (Principal Executive     |                                |                   |
|            |       | Officer)                 |                                |                   |
|            |       |                     |                                |                   |
|            |       | Chief Financial Officer, |                                | February 8,  2006 |
| /s/ Maggie Kwok |       |                     | (Principal Financial and Accounting |                   |   |
| Maggie Kwok     |       | Officer) and Director    |                                |                   |
|            |       |                     |                                |                   |
|            |       | Secretary                |                                | February 8, 2006  |
| /s/ Yu Fai Yip  |       |                     | and Director                        |                   |   |
| Yu-Fai Yip      |       |                     |                                |                   |
|                 |            |                          |                                     |                        |  |  |  |

 

15

----

 

**GOLDENHEALTH HOLDINGS, INC.**

**(DEVELOPMENTSTAGE COMPANY)**

**BALANCESHEET**

 
| ** **                                                                                               | ** ** | **September 30, 2005** | ** ** |
|----------------------------------------------------------------------------------------------------------|------------|-----------------------------|------------|
|                                                                                                     |       |                        |       |
| **ASSETS**                                                                                               |       |                        |       |
| **Total Assets**                                                                                         |       | $                           | —     |   |
|                                                                                                     |       |                        |       |
| **LIABILITIES AND STOCKHOLDERS’ DEFICIT**                                                           |       |                        |       |
|                                                                                                     |       |                        |       |
| Current Liabilities:                                                                                     |       |                        |       |
| Accrued expenses                                                                                         |       | $                           | 19,750     |   |
|                                                                                                     |       |                        |       |
| Long Term Liabilities:                                                                                   |       |                        |       |
| Convertible notes payable                                                                                |       | 200,000                     |       |
|                                                                                                     |       |                        |       |
| **Total Liabilities**                                                                                    |       | $                           | 219,750    |   |
|                                                                                                     |       |                        |       |
| **Commitments and Contingencies**                                                                        |       | —                      |       |
|                                                                                                     |       |                        |       |
| Stockholders’ Deficit                                                                               |       |                        |       |
| Preferred stock, $.001 par value -  10,000,000 shares authorized; no shares issued and outstanding       |       | —                      |       |
| Common stock, $.001 par value - 100,000,000  shares authorized; 45,798,672 shares issued and outstanding |       | 45,799                      |       |
|                                                                                                     |       |                        |       |
| Additional paid-in capital                                                                               |       | —                      |       |
| Accumulated deficit                                                                                      |       | (265,549                    | )          |
|                                                                                                     |       |                        |       |
| **Total stockholders’ deficit**                                                                     |       | (219,750                    | )          |
|                                                                                                     |       |                        |       |
| **Total liabilities and stockholders’ deficit**                                                     |       | $                           | —     |   |

 

F-1

----

 

**GOLDEN HEALTH HOLDINGS, INC.**

**(DEVELOPMENT STAGE COMPANY)**

**STATEMENTS OF OPERATIONS**

 
| ** **                           | ** **   | ** **                  | ** ** | ** **                  | ** ** | **Feb. 12, 2002 (date of**  | ** ** |
|--------------------------------------|--------------|-----------------------------|------------|-----------------------------|------------|----------------------------------|------------|
| ** **                           | ** **   | ** **                  | ** ** | ** **                  | ** ** | **inception of development**     | ** ** |
| *** ***                         | *** *** | ** **                  | ** ** | ** **                  | ** ** | **stage) to Sep. 30, 2005** | ** ** |
| ** **                           | ** **   | ** **                  | ** ** | ** **                  | ** ** | **Feb. 12, 2002**           | ** ** |
| ** **                           | ** **   | **Year ended**              | ** ** | **Year ended**              | ** ** | **to September 30,**        | ** ** |
| ** **                           | ** **   | **September 30, 2005** | ** ** | **September 30, 2004** | ** ** | **2003 (unaudited)**             | ** ** |
|                                 |         |                        |       |                        |       |                             |       |
| **REVENUES**                         |         | $                           | —     |                        | $          | —                           |       | $ | — |   |
|                                 |         |                        |       |                        |       |                             |       |
| **EXPENSES**                         |         |                        |       |                        |       |                             |       |
| Administrative                       |         | 5,000                       |       | 200,000                     |       | 250,799                          |       |
|                                 |         |                        |       |                        |       |                             |       |
| Total operating expenses             |         | 5,000                       |       | 200,000                     |       | 250,799                          |       |
|                                 |         |                        |       |                        |       |                             |       |
| Interest expense                     |         | 12,000                      |       | 2,750                       |       | 14,750                           |       |
|                                 |         |                        |       |                        |       |                             |       |
| Net Loss                             |         | (17,000                     | )          | (202,750                    | )          | (265,549                         | )          |
|                                 |         |                        |       |                        |       |                             |       |
| Basic net  loss per common share     |         | $                           | (0.00      | )                           | $          | (0.00                            | )          |   |   |
|                                 |         |                        |       |                        |       |                             |       |
| Weighted  average shares outstanding |         | 45,798,672                  |       | 45,798,672                  |       |                             |       |
|                                      |              |                             |            |                             |            |                                  |            |  |  |  |

 

F-2

----

 

**GOLDEN HEALTH HOLDINGS, INC.**

**STATEMENTS OF STOCKHOLDERS’ DEFICIT**

**FOR THE PERIOD FEBRUARY 12, 2002 (DATE OF INCEPTIONOF DEVELOPMENT STAGE) TO**

**SEPTEMBER 30, 2005**

**(UNAUDITED) FOR THE PERIOD FEBRUARY 12, 2002(DATE OF INCEPTION OF DEVELOPMENT STAGE) TO SEPTEMBER 30, 2003**

 
| ** **                                                                                         | ** ** | ** **     | ** ** | ** ** | ** ** | ** **          | ** ** | **Deficit**     | ** ** | ** **           | ** **   |
|----------------------------------------------------------------------------------------------------|------------|----------------|------------|------------|------------|---------------------|------------|-----------------|------------|----------------------|--------------|
| ** **                                                                                         | ** ** | ** **     | ** ** | ** ** | ** ** | ** **          | ** ** | **Accumulated** | ** ** | ** **           | ** **   |
| ** **                                                                                         | ** ** | **Common**     | ** ** | **Common** | ** ** | ** **          | ** ** | **During the**  | ** ** | ** **           | ** **   |
| ** **                                                                                         | ** ** | **Stock**      | ** ** | **Stock**  | ** ** | **Additional**      | ** ** | **Development** | ** ** | **Total**            | ** **   |
| ** **                                                                                         | ** ** | **Shares**     | ** ** | **Amount** | ** ** | **Paid-in-Capital** | ** ** | **Stage**       | ** ** | **Equity/(Deficit)** | ** **   |
|                                                                                               |       |           |       |       |       |                |       |            |       |                 |         |
| **Balances as of February 12, 2002* (unaudited)***                                       | ** ** | **125,754**    | ** ** | **$**      | **126**    | ** **          | **$**      | **1,374**       | ** ** | **$**                | **(7,626**   | **)** | **$** | **(6,126** | **)** |
|                                                                                               |       |           |       |       |       |                |       |            |       |                 |         |
| Capital contribution - issuance of shares                                                          | ** ** | **7,499,968**  | ** ** | **7,500**  | ** ** | **(1,374**          | **)**      | **—**      | ** ** | **6,126**            | ** **   |
|                                                                                               |       |           |       |       |       |                |       |            |       |                 |         |
| Net Loss for the year ended  September 30, 2002 *(unaudited)*                                 | ** ** | **—**     | ** ** | **—** | ** ** | **—**          | ** ** | **—**      | ** ** | **—**           | ** **   |
|                                                                                               |       |           |       |       |       |                |       |            |       |                 |         |
| **Balances as of September 30, 2002 *(unaudited)***                                           | ** ** | **7,625,722**  | ** ** | **$**      | **7,626**  | ** **          | **$**      | **—**      | ** ** | **$**                | **(7,626**   | **)** | **$** | **(0** | **)** |
|                                                                                               |       |           |       |       |       |                |       |            |       |                 |         |
| Issuance of shares for services -  August 8, 2003                                             | ** ** | **7,692,950**  | ** ** | **7,693**  | ** ** | **—**          | ** ** | **—**      | ** ** | **7,693**            | ** **   |
|                                                                                               |       |           |       |       |       |                |       |            |       |                 |         |
| Shares issued in anticipation of merger  with Guangzhou Genghai Technology September 15, 2003 | ** ** | **30,480,000** | ** ** | **30,480** | ** ** | **—**          | ** ** | **—**      | ** ** | **30,480**           | ** **   |
|                                                                                               |       |           |       |       |       |                |       |            |       |                 |         |
| Net Loss for the year ended  September 30, 2003 *(unaudited)*                                 | ** ** | **—**     | ** ** | **—** | ** ** | ** **          | ** ** | **(38,173**     | **)**      | **(38,173**          | **)**        |
|                                                                                               |       |           |       |       |       |                |       |            |       |                 |         |
| **Balances at September 30, 2003* (unaudited)***                                         | ** ** | **45,798,672** | ** ** | **45,799** | ** ** | **—**          | ** ** | **(45,799**     | **)**      | **$**                | **(0**       | **)** |
|                                                                                               |       |           |       |       |       |                |       |            |       |                 |         |
| Net Loss for the year ended  September 30, 2004                                               | ** ** | ** **     | ** ** | ** ** | ** ** |                |       | **(202,750**    | **)**      | **(202,750**         | **)**        |
|                                                                                               |       |           |       |       |       |                |       |            |       |                 |         |
| **Balances at September 30, 2004**                                                            | ** ** | **45,798,672** | ** ** | **$**      | **45,799** | ** **          | **$**      | **—**      | ** ** | **$**                | **(248,549** | **)** | **$** | **(202,750** | **)** |
|                                                                                               |       |           |       |       |       |                |       |            |       |                 |         |
| Net Loss for the year ended  September 30, 2005                                               | ** ** | ** **     | ** ** | ** ** | ** ** |                |       | **(17,000**     | **)**      | **(17,000**          | **)**        |
|                                                                                               |       |           |       |       |       |                |       |            |       |                 |         |
| **Balances at September 30, 2005**                                                            | ** ** | **45,798,672** | ** ** | **$**      | **45,799** | ** **          | **$**      | **—**      | ** ** | **$**                | **(265,549** | **)** | **$** | **(219,750** | **)** |

 

**Seeaccompanying notes to financial statements.**

 

F-3

----

 

**GOLDEN HEALTH HOLDINGS, INC.**

**(DEVELOPMENT STAGE COMPANY)**

**STATEMENTS OF CASH FLOWS**

 
| ** **                                                               | ** **   | ** **                  | ** ** | ** **                  | ** ** | **Feb. 12, 2002 (date of**  | ** ** |
|--------------------------------------------------------------------------|--------------|-----------------------------|------------|-----------------------------|------------|----------------------------------|------------|
| ** **                                                               | ** **   | ** **                  | ** ** | ** **                  | ** ** | **inception of development**     | ** ** |
| *** ***                                                             | *** *** | ** **                  | ** ** | ** **                  | ** ** | **stage) to Sep. 30, 2005** | ** ** |
| ** **                                                               | ** **   | ** **                  | ** ** | ** **                  | ** ** | ** Feb. 12, 2002**     | ** ** |
| ** **                                                               | ** **   | **Year ended**              | ** ** | **Year ended**              | ** ** | **to September 30,**        | ** ** |
| ** **                                                               | ** **   | **September 30, 2005** | ** ** | **September 30, 2004** | ** ** | **2003 (unaudited)**             | ** ** |
|                                                                     |         |                        |       |                        |       |                             |       |
| Cash flows  from operating activities:                                   |         |                        |       |                        |       |                             |       |
| Net income (loss)                                                        |         | $                           | (17,000    | )                           | $          | (202,750                         | )          | $ | (265,549 | ) |
| Adjustments to reconcile net loss to cash  used in operating activities: |         |                        |       |                        |       |                             |       |
| Common stock issued for services                                         |         | —                      |       | —                      |       | 15,319                           |       |
| Common stock issued for anticipated  acquisition                         |         | —                      |       | —                      |       | 30,480                           |       |
| Increase in current and LT liabilities                                   |         | 17,000                      |       | 202,750                     |       | 219,750                          |       |
|                                                                     |         |                        |       |                        |       |                             |       |
| Net cash used in operating activities                                    |         | $                           | —     |                        | $          | —                           |       | $ | — |   |
|                                                                     |         |                        |       |                        |       |                             |       |
| Cash flows  from investing activities:                                   |         | $                           | —     |                        | $          | —                           |       | $ | — |   |
|                                                                     |         |                        |       |                        |       |                             |       |
| Cash flows  from financing activities:                                   |         | $                           | —     |                        | $          | —                           |       | $ | — |   |
|                                                                     |         |                        |       |                        |       |                             |       |
| Net increase  (decrease) in cash and cash equivalents                    |         | —                      |       | —                      |       | —                           |       |
| Cash and  cash equivalents, beginning of period                          |         | —                      |       | —                      |       | —                           |       |
|                                                                     |         |                        |       |                        |       |                             |       |
| Cash and  cash equivalents, end of period                                |         | $                           | —     |                        | $          | —                           |       | $ | — |   |
|                                                                     |         |                        |       |                        |       |                             |       |
| Supplemental  disclosure of cash flow information:                       |         |                        |       |                        |       |                             |       |
| Interest paid                                                            |         | $                           | —     |                        | $          | —                           |       | $ | — |   |
| Income taxes paid                                                        |         | $                           | —     |                        | $          | —                           |       | $ | — |   |
|                                                                     |         |                        |       |                        |       |                             |       |
| Non-cash  financing activities:                                          |         |                        |       |                        |       |                             |       |
| Common stock issued for service                                          |         | $                           | —     |                        | $          | —                           |       | $ | — |   |
| Common stock issued for anticipated  acquisition                         |         | $                           | —     |                        | $          | —                           |       | $ | — |   |

 

F-4

----

 

**GOLDEN HEALTH HOLDINGS, INC.**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

**NOTE 1 -ORGANIZATION AND OPERATIONS**

 

Golden HealthHoldings, Inc. (the “Company”) was incorporated in Nevada onSeptember 6, 1988. On September 24, 2001, the Company filed avoluntary petition for bankruptcy under Chapter 7 of the United States BankruptcyCode in the District of Nevada. The Company emerged from bankruptcy pursuant toa Bankruptcy Court Order entered on February 12, 2002, with no remainingassets or liabilities. Since the Company has remained inactive, it isconsidered to be in its development stage as of September 30, 2005.

 

**NOTE 2 -SUMMARY OF ACCOUNTING POLICIES**

 

A summary of the Company’ssignificant accounting policies applied in the preparation of the accompanyingfinancial statements follows.

 

FAIR VALUE OF FINANCIALINSTRUMENTS

 

The Company has determinedthat the book value of the Company’s notes payable at September 30, 2005approximates fair value.

 

USE OF ESTIMATES

 

In preparing the Company’sfinancial statements, management is required to make estimates and assumptionsthat affect the reported amounts of assets and liabilities, the disclosure ofcontingent assets and liabilities at the date of the financial statements, andthe reported amounts of revenues and expenses during the reporting period.Actual results could materially differ from those estimates.

 

BASIC AND DILUTED EARNINGS(LOSS) PER SHARE

 

In accordance with SFASNo. 128, “Earnings per Share,” the basic earnings (loss) per common shareis computed by dividing net earnings available to common stockholders by theweighted average number of common shares outstanding. Diluted earnings (loss)per common share is computed similarly to basic earnings (loss) per commonshare, except that the denominator is increased to include the number ofadditional common shares that would have been outstanding if the potentialcommon shares had been issued and if the additional common shares weredilutive. As of September 30, 2005, the Company did not have any dilutivecommon stock equivalents.

 

INCOME TAXES

 

On September 30, 2005,the Company had a net operating loss available for carry forward of $265,549.The tax benefit of approximately $80,000 from the loss carry forward has beenfully offset by a valuation reserve because the use of the future tax benefitis doubtful since the Company has no operations. The loss carryover will beginto expire in 2022. 

 

F-5

----

 

RECENT ACCOUNTINGPRONOUNCEMENTS

 

Management believes that theadoption of any new relevant accounting pronouncements will not have a materialeffect on the Company’s results of operations or its financial position.

 

**NOTE 3 –CONVERTIBLE NOTES PAYABLE**

 

For the period endedSeptember 30, 2004, the Company issued $200,000 in convertible notespayable to several investors (all notes carry an interest rate of 6%, and amaturity date of March 2007). All notes are convertible to common sharesof the Company’s stock at a conversion price of $.03. Per Board resolution,4,600,000 shares of common stock have been reserved for these potential conversions.The proceeds for these notes went into an escrow account to cover professionalexpenses as deemed necessary by the Company. As of September 30, 2004, theentire $200,000 balance held in escrow had been released to pay for expensesincurred in fiscal year 2004 related to business activity. Due to the Company’sstock having no known market value, no beneficial conversion feature exists,and all proceeds have been allocated to the liability. Also, as the Companyrecorded a net loss for the year ended September 30, 2005, any potentialcommon shares resulting from conversion would be anti-dilutive.

 

These notes were issuedalong with 2,500,000 detachable warrants, with an exercise price of $.05. Asindicated above, due to there being no known market value on the Company’scommon stock, no value has been allocated to these warrants.

 

**NOTE 4 –SUBSEQUENT EVENTS**

 

On September 30, 2005,the Company entered into an agreement to acquire 100% of the outstanding commonshares of Joy Power solely in exchange for an aggregate of 54,000,000 shares ofauthorized, but theretofore unissued, shares of common stock, par value $.001per share. This transaction closed on October 3, 2005. For accountingpurposes, the acquisition has been treated as a recapitalization of Joy Powerwith Joy Power as the acquirer (reverse acquisition). The historical financialinformation giving effect to the acquisition, as if the acquisition took placeOctober 1, 2003, is as follows.

 

F-6

----

 

***Pro-Forma Balance Sheet***

 
| ** **                                                 | ** ** | ** **        | ** ** | ** **    | ** ** | ** **      | ** ** | **Consolidated**             | ** ** |
|------------------------------------------------------------|------------|-------------------|------------|---------------|------------|-----------------|------------|------------------------------|------------|
| ** **                                                 | ** ** | ** **        | ** ** | ** **    | ** ** | ** **      | ** ** | **Condensed**                | ** ** |
| ** **                                                 | ** ** | **Golden Health** | ** ** | **Joy Power** | ** ** | **Proforma**    | ** ** | **Proforma  Balance  Sheet** | ** ** |
| ** **                                                 | ** ** | **9/30/05**       | ** ** | **9/30/05**   | ** ** | **Adjustments** | ** ** | **9/30/05**                  | ** ** |
| **Assets:**                                                | ** ** | ** **        | ** ** | ** **    | ** ** | ** **      | ** ** | ** **                   | ** ** |
| Current Assets                                             |       | $                 | —     |          | $          | 107,530         |       | $                            | —     |   | 107,530 |   |
|                                                       |       |              |       |          |       |            |       |                         |       |
| Fixed Assets                                               |       | —            |       | 56,504        |       | —          |       | 56,504                       |       |
|                                                       |       |              |       |          |       |            |       |                         |       |
| Total Assets                                               |       | $                 | —     |          | $          | 164,034         |       | $                            | —     |   | 164,034 |   |
|                                                       |       |              |       |          |       |            |       |                         |       |
| **Liabilities  and Stockholders’ Equity (Deficit)**   |       |              |       |          |       |            |       |                         |       |
|                                                       |       |              |       |          |       |            |       |                         |       |
| Current Liabilities                                        |       | $                 | 19,750     |          | $          | 100,741         |       | $                            | —     |   | 112,741 |   |
|                                                       |       |              |       |          |       |            |       |                         |       |
| Long Term Liabilities                                      |       | 200,000           |       | —        |       | —          |       | 193,000                      |       |
|                                                       |       |              |       |          |       |            |       |                         |       |
| Stockholders’ Equity (Deficit):                       |       |              |       |          |       |            |       |                         |       |
|                                                       |       |              |       |          |       |            |       |                         |       |
| Common Stock                                               |       | 45,799            |       | 1,282         |       | 54,000          | (1)        | 99,809                       |       |
|                                                       |       |              |       |          |       | (1,272          | )(3)       |                         |       |
|                                                       |       |              |       |          |       |            |       |                         |       |
| Additional paid-in-capital                                 |       | —            |       | —        |       | (54,000         | )(1)       | —                       |       |
|                                                       |       |              |       |          |       | (265,549        | )(2)       |                         |       |
|                                                       |       |              |       |          |       | 1,272           | (3)        |                         |       |
|                                                       |       |              |       |          |       | 303,527         | (4)        |                         |       |
|                                                       |       |              |       |          |       |            |       |                         |       |
| Accumulated earnings (deficit)                             |       | (265,549          | )          | 62,011        |       | 265,549         | (2)        | (241,516                     | )          |
|                                                       |       |              |       |          |       | (303,527        | )(4)       |                         |       |
|                                                       |       |              |       |          |       |            |       |                         |       |
| Total Liabilities and Stockholders’ Equity  (Deficit) |       | $                 | —     |          | $          | 164,034         |       |                         |       | $ | 164,034 |   |
|                                                            |            |                   |            |               |            |                 |            |                              |            |  |  |  |  |

 

----

| (1) |   | Issuance of  54,000,000 shares of $.001 par value Golden Health Holdings, Inc. stock  in exchange for the outstanding common shares of Joy Power. |
|-----|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |   | Eliminate  Golden Health Accumulated Deficit.                                                                                                          |
| (3) |   | Eliminate  Joy Power common stock (.1282 (pv of Joy Power) - .001 (par value of Golden  Health)) x 10,000 (o/s shares of Joy Power) = $1,272.          |
| (4) |   | Eliminate  negative Additional paid-in-capital with charge to other expense.                                                                           |

 

F-7

----

* *

***Pro-Forma Income Statement***

 
| ** **                                           | ** ** | ** **        | ** ** | ** **     | ** ** | ** **      | ** ** | **Consolidated**     | ** ** |
|------------------------------------------------------|------------|-------------------|------------|----------------|------------|-----------------|------------|----------------------|------------|
| ** **                                           | ** ** | ** **        | ** ** | ** **     | ** ** | ** **      | ** ** | **Condensed**        | ** ** |
| ** **                                           | ** ** | **Golden Health** | ** ** | **Joy Power**  | ** ** | ** **      | ** ** | **Income Statement** | ** ** |
| ** **                                           | ** ** | **Year ended**    | ** ** | **Year ended** | ** ** | **Proforma**    | ** ** | **Year ended**       | ** ** |
| ** **                                           | ** ** | **9/30/05**       | ** ** | **9/30/05**    | ** ** | **Adjustments** | ** ** | **9/30/05**          | ** ** |
|                                                 |       |              |       |           |       |            |       |                 |       |
| Net sales                                            |       | $                 | —     |           | $          | 222,862         |       | $                    | —     |   | $ | 222,862 |   |
| Cost of  sales                                       |       | —            |       | (25,927        | )          | —          |       | (25,927              | )          |
| Gross Profit                                         |       |              |       | 196,935        |       | —          |       | 196,935              |       |
|                                                 |       |              |       |           |       |            |       |                 |       |
| General and  administrative expenses                 |       | $                 | (5,000     | )              | $          | (67,700         | )          | $                    | —     |   | $ | (72,700 | ) |
| Selling  expenses                                    |       | —            |       | (52,480        | )          |            |       | (52,480              | )          |
| Total expenses                                       |       | (5,000            | )          | (120,180       | )          | —          |       | (125,180             | )          |
|                                                 |       |              |       |           |       |            |       |                 |       |
| Income from  operations                              |       | $                 | (5,000     | )              | $          | 76,755          |       | $                    | —     |   | $ | 71,755 |   |
| Interest expense                                     |       | (12,000           | )          | —         |       | (303,527        | )(4)       | (315,527             | )          |
|                                                 |       |              |       |           |       |            |       |                 |       |
| **Net  Income (Loss)**                               |       | $                 | (17,000    | )              | $          | 76,755          |       |                 |       | $ | (243,772 | ) |
|                                                 |       |              |       |           |       |            |       |                 |       |
| Basic and  fully diluted net (loss) per common share |       | (0.00             | )          |           |       |            |       | (0.00                | )          |
|                                                 |       |              |       |           |       |            |       |                 |       |
| Weighted  average shares outstanding                 |       | 45,798,672        |       |           |       |            |       | 99,809,000           |       |

 

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(4)           Eliminate negative Additional paid-in-capital with chargeto other expense.

 

On November 30, 2005,the Company entered into a revised Sale and Purchase Agreement with Joy Power,Dalian Fengming and Ms. Hoi-ho Kiu, President and Secretary of Joy Powerand a Director of Golden Health, to acquire undeveloped real estate  (“Recreation Town”) for $4.75 million, ownedby Ms. Hoi-ho Kiu. Ms. Kiu will transfer 100% of the beneficialownership interests of Recreation Town to the Company in exchange for 32,000,000shares of common stock of Golden Health.

 

In addition to the sharesissued related to the transaction with Joy Power above, the Company’s Board ofDirectors approved an additional increase in authorized shares from 100,000,000to 300,000,000 shares on December 5, 2005. This increase in shares wasfacilitated to issue an additional 62,200,000 shares to nine differentinvestors.

 

**NOTE 5 –GOING CONCERN**

 

The Company incurred a netoperating loss of $17,000, and has accumulated deficit of $265,549 for the yearended and as of September 30, 2005, with no revenues and no assets. TheCompany does not have the working capital to service its debt and for anyfuture planned activity. The Company’s management believes they can obtain the necessary working capital neededto pay its debt and for any future planned activity by receiving additionalloans from officers, and by additional equity funding, which will enable theCompany to operate for the coming year.

 

F-8

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