**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**





**Amendment
        No. 3**








[X]  ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the
      fiscal year ended September
      30, 2005





[
       ]  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934





For
      the
      transition period from ____ to ____





Commission
      File Number: 000-25845





Golden
      Health Holdings, Inc.


(Name
      of
      small business issuer in 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 3580 0105





Securities
      registered under Section 12(b) of the Exchange Act: None.





Securities
      registered under Section 12(g) of the Exchange Act:





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 13 or
      15(d) of the Exchange Act. [ ]





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such
      shorter period that the registrant was required to file such reports), and
      (2)
      has been subject to such filing requirements for the past 90 days. Yes [ ]
      No
      [X]











Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is contained in this form and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. [  ]





Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the exchange Act). Yes [X ] No [  ]





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





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





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





The
        number of shares of common stock outstanding, par value $.001 per share,
        of the
        issuer as of February 28, 2007 was 45,798,672 shares.





Transitional
      small business disclosure format (check one) Yes [  ] No [ X ]





**DOCUMENTS
      INCORPORATED BY REFERENCE**





The
      following documents are incorporated by reference herein: (i) Registration
      Statement on Form 10-SB filed on April 22, 1999 (Registration No. 000-25845),
      (ii) Current Report on Form 8-K filed on May 11, 2004, (iii) Current Report
      on
      Form 8-K filed on November 7, 2005, (iv) Current Report on Form 8-K filed on
      December 15, 2005, and (v) Annual Report on Form 10-KSB filed on February 10,
      2006.










**Table
      of Contents**





PART
      I





Item
                1.
            Description
                of BusinessItem
                2.
            Description
                of PropertyItem
                3.
            Legal
                ProceedingsItem
                4.
            Submission
                of Matters to a Vote of Security HoldersPART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder MattersItem
                6.
            Management’s
                Discussion and Analysis or Plan of OperationItem
                7.
            Financial
                StatementsItem
                8.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                DisclosureItem
                8A.
            Controls
                and ProceduresItem
                8B.
            Other
                InformationPART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange ActItem
                10.
            Executive
                CompensationItem
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder MattersItem
                12.
            Certain
                Relationships and Related TransactionsItem
                13.
            ExhibitsItem
                14.
            Principal
                Accountant Fees and Services










**PART
      I**





**ITEM
      1.**  **DESCRIPTION
      OF BUSINESS.**





**Corporate
      Organization and History**





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





In
        August
        2003, the Company entered into a share exchange agreement with the principals
        of
        Guangzhou Genghai Technology Development Co., Ltd. (“Genghai”) and issued
        30,480,000 shares of the Company’s Common Stock to them in exchange for all the
        equity interests in Genghai. However, the principals of Genghai failed to
        transfer the equity stock of Genghai into the Company and incurred $200,000
        expenses of auditing costs and legal expenses financed by a secured loan
        from
        Professional Traders Fund using 27,599,640 shares owned by Mr. Zhijian Lu
        and
        Ms. Wu Ge, directors of the Company as collateral.





On
      October 3, 2005, the Company entered into a Share Exchange and Reorganization
      Agreement (the “Exchange Agreement”) with Joy Power International Holdings
      Limited, a Hong Kong corporation (“Joy Power”), and the stockholders thereof
      which sets forth the terms and conditions of the business combination of the
      Company and Joy Power through the exchange by the Joy Power Stockholders of
      their interests therein for shares of common stock of the Company, as a result
      of which Joy Power became a wholly-owned subsidiary of the Company.





On
      November 17, 2005 the Company entered into a Sale and Purchase Agreement (the
      “Agreement”) with Joy Power and Dalian Fengming International Recreation Town
      Co., Ltd. (“Dalian Fengming”), which sets forth the terms and conditions of the
      acquisition of Dalian Fengming International Recreation Town (the “Recreation
      Town”) through the exchange of 100% of the beneficial ownership interests of
      Recreation Town for shares of preferred stock of the Company, such that
      Recreation Town would became wholly-owned by Joy Power.




On
      November 30, 2005, the Company entered into a revised Sale and Purchase
      Agreement (the “Revised Agreement”) with Joy Power, Dalian Fengming and Ms.
      Hoi-ho Kiu, President and Secretary of Joy Power and CEO and a Director of
      the
      Company which amended the sale consideration of Recreation Town to be 38 million
      renminbi (“RMB”) (approximately $4.75 million) payable by Ms. Kiu in six months
      from the date of the Revised Agreement to Dalian Fengming.  Ms. Kiu will
      transfer 100% of the beneficial ownership interests of Recreation Town to Joy
      Power 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 Company receives
      written confirmation from Ms. Kiu that Dalian Fengming had the proper legal
      title of Recreation Town.





During
        the period covered by this report, the Company conducted all of its operations
        through its wholly owned subsidiary, Joy Power International Holdings Limited,
        a
        Hong Kong corporation.





1





Subsequently,
        effective July 13, 2006, due to an accident involving all of directors and
        officers of the Company at the time, Ms. Hoi-ho Kiu, Ms. Maggie Kwok and
        Mr. Yu
        Fai Yip resigned their positions as officers and directors and appointed
        Mr. Kam
        Lau and Ms. Shit Yin Wong to the Board of Directors. As a result of this,
        pursuant to a Rescission Agreement dated September 28, 2006, Mr. Yu Fai Yip
        rescinded the reverse merger with Joy Power and has surrendered his 50,500,000
        shares of common stock to the Designated Directors. The remaining 65,700,000
        shares had not been issued by the Company. Prior to the Rescission Agreement,
        Mr. Yu Fai Yip was the controlling shareholder of the Company, owning 56.1%
        of
        the issued and outstanding shares of common stock of the Company.





On
        September 28, 2006, Golden Health Holdings, Inc. (the “Company”) acquired the
        100% of the shares of Profit Lead Consultants Limited (“Profit Lead”), a Hong
        Kong company, for HK$1 from Ms. Lai Ming Lau, and Profit Lead is now a wholly
        owned subsidiary of the Company. Profit Lead is a non-operating shell company
        with no assets. There is no written agreement for this
        transaction.





**ITEM
      2.**  **DESCRIPTION
      OF PROPERTY**





The
      Company’s principal office is the same as its wholly owned subsidiary, Joy
      Power, which is located at Unit 979, 9/F., HITEC, 1 Trademart Drive, Kowloon
      Bay, Hong Kong, which is leased from an independent third party under 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 for approximately 1,252 square
      feet. All of the Company’s operations are conducted from this
      facility.





**ITEM
      3.**  **LEGAL
      PROCEEDINGS.**





To
      the
      best knowledge of management of the Company, there are no pending or threatened
      litigation or administrative actions against the Company.





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





None.





**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS.**





The
      Company’s common stock is not currently quoted or listed for trading 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’s common stock.





2





The
      Company has never paid cash or other dividends and does not expect to pay any
      cash or other dividends in the foreseeable future with respect to its common
      stock. The Company’s future dividend policy will depend upon its earnings,
      capital requirements, financial condition, and other factors considered relevant
      by the Board of Directors. The Company presently intends to retain any earnings
      which it may realize in the foreseeable future to finance its
      growth.





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





The
      following discussion and analysis should be read in conjunction with the
      financial statements, including the notes thereto, appearing elsewhere in this
      report.





**Overview**





The
        Company conducted all of its operations through its wholly-owned subsidiary,
        Joy
        Power. Joy Power is principally engaged in the marketing and sale of various
        personal care products during the period covered by this
        report.




Joy
        Power
        sold more than 50 personal care products ranging from a skin care series
        to
        health energy pillows in Hong Kong and China.





Joy
        Power
        was in the early stage of operations and, as a result, the relationships
        between
        revenue, cost of revenue, and operating expenses reflected in the financial
        information included in this report did not represent future expected financial
        relationships.





Joy
        Power’s business strategy was to expand its sales force and promotional
        campaigns in line with increasing levels of business in the next twelve
        months.




**Results
      of Operations**




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




Year
                Ended
              September
                30, 2005
              (Audited)
            
            Year
                Ended
              September
                30, 2004
              (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
            
            202,750Accumulated
                Deficit
            265,549
            
            248,549Stockholders’
                Deficit
            (219,750)
            
            (202,750)




3





**Fiscal
      Year Ended September 30, 2005 (audited) as compared to fiscal year ended
      September 30, 2005 (audited)**





Revenues




The
      Company did not have any revenues in the fiscal years ended September 30, 2005
      and 2004 as the Company was a shell company during those periods with no
      operations. Management anticipates that the Company will generate revenues
      in
      its next 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 for the fiscal years ended
      September 30, 2005 and 2004 as the Company was a shell company during those
      periods with no operations. Management anticipates that the Company will
      experience cost of goods sold in its next fiscal year due its acquisition of
      Joy
      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 fiscal year ended September 30, 2004
      were
      comprised of legal fees and audit fees incurred in connection with the proposed
      reverse acquisition of Guangzhou Genghai Technology Development Co. Ltd.
      (“Genghai”) which failed. Management of the Company anticipates that the
      Company’s operating expenses will increase during its next fiscal year as Joy
      Power will require additional personnel in marketing and sales in order to
      bring
      brand and market recognition to Joy Power’s products. In addition, Joy Power
      will make expenditures for advertising, promotions and other marketing campaigns
      to promote Joy Power’s products.




Interest
      Expense




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




Income
      Taxes




The
      Company was not required to pay any income taxes during its last two fiscal
      years as it did not experience any income during those years. Management of
      the
      Company believes that it will have to pay income taxes during its next fiscal
      year as Joy Power is currently subject to a standard Hong 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 a net
      loss of $202,750 for the fiscal year ended September 30, 2004. The Company
      was
      merely a shell company during the fiscal year 2005 but incurred significant
      legal and audit expenses in connection with the proposed reverse acquisition
      of
      Genghai during the fiscal year 2004.




4




Seasonality




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




Liquidity
      And Capital Resources




The
      Company did not have any cash or cash equivalents at September 30, 2005 or
      September 30, 2004. The Company did not have any net cash used by operations
      for
      the fiscal year ended September 30, 2005 or for the fiscal year ended September
      30, 2004.




As
      shown
      in the accompanying financial statements, the Company has incurred an
      accumulated deficit of $265,549 and has a working capital deficit of
      approximately $219,750 as of September 30, 2005. Now that the Company has
      acquired Joy Power, its working capital and other capital requirements during
      its next fiscal year and thereafter will vary based on the sales revenue
      generated by the recent accumulation of additional products and the distribution
      and sales network Joy Power has created and will continue to attempt to grow.
      Joy Power may require additional financing in order to implement its business
      plan. Joy Power currently anticipates an additional need of working capital
      of
      approximately $1 million during the next 12 months in order to meet the strong
      demand for our products in the China market. As the anticipated cash generated
      by operations may not be sufficient to fund these growth requirements, the
      Company may need to obtain additional funds through third party financing in
      the
      form of equity, debt or bank financing. Particularly in light of the Company’s
      limited operating history, there can be no assurance that the Company will
      be
      able to obtain the necessary additional capital on a timely basis or on
      acceptable terms, if at all. In any of such events, the Company’s growth and
      prospects would be materially and adversely affected. As a result of any such
      financing, the Company’s shareholders may experience substantial dilution. In
      addition, results may be negatively impacted as a result of political and
      economic factors beyond management’s control as China is still a developing
      country and Joy Power’s capital requirements may increase.


Critical
      Accounting
      Estimates





The
      preparation of our financial statements in conformity with accounting principles
      generally accepted in the United States of America requires our management
      to
      make certain estimates and assumptions that affect the reported amounts of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. As such, in accordance with the use of
      accounting principles generally accepted in the United States of America, our
      actual realized results may differ from management’s initial estimates as
      reported. A summary of our significant accounting policies are detailed in
      the
      notes to the financial statements which are an integral component of this
      filing.




5





**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements, that have or are
      reasonably likely to have a current or future effect on the Company’s financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that are
      material to investors.





**ITEM
      7.**  **FINANCIAL
      STATEMENTS.**




The
      financial statements required to be filed pursuant to this Item 7 begin on
      page
      F-1 of this report.




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





The
      Company had been without an audit firm since 2001 until its change in control
      as
      reported on Current Report on Form 8-K/A dated November 18, 2005. On November
      21, 2005, the Company engaged Madsen & Associates CPA’s, Inc (“Madsen”),
      Murray, Utah, as its audit firm subject to ratification by the Company’s
      shareholders at its next annual shareholders meeting.





Subsequently,
      effective April 21, 2006, the Board of Directors of the Company dismissed Madsen
      as its audit firm and approved the engagement of Jeffrey Tsang & Co.,
      Certified Public Accountants (“Jeffrey Tsang”), Unit 1104, Fourseas Building,
      208-212 Nathan Road, Kowloon, Hong Kong as Madsen’s replacement subject to
      ratification by the Company’s shareholders at its next annual shareholders
      meeting. There were no disagreements with Madsen on any matter of accounting
      principles or practices, financial statement disclosure, or auditing scope
      or
      procedure.





**ITEM
      8A.**  **CONTROLS
      AND PROCEDURES**





Our
      President and Chief Financial Officer (the “Certifying Officers”) are
      responsible for establishing and maintaining disclosure controls and procedures
      for the Company. The Certifying Officers have designed such disclosure controls
      and procedures to ensure that material information is made known to them,
      particularly during the period in which this report was prepared. The Certifying
      Officers have evaluated the effectiveness of the Company's disclosure controls
      and procedures as of the end of the period covered by this report and believe
      that the Company’s disclosure controls and procedures are effective based on the
      required evaluation. During the period covered by this report, there were no
      changes in internal controls that materially affected, or are reasonably likely
      to materially affect, the Company’s internal control over financial reporting.





**ITEM
      8B. OTHER INFORMATION**





None.




6





**PART
      III**





**ITEM
      9.**  **DIRECTORS
      AND EXECUTIVE OFFICERS**





Directors
        and Executive Officers who served for the period covered by this
        report:





Name
            Age
            Position
            Term(s)
                of OfficeHoi-ho
                Kiu
            43
            Director,
                Chief Executive Officer
            October
                3, 2005 to presentMaggie
                Kwok
            33
            Director,
                Chief Financial Officer
            October
                3, 2005 to presentYu
                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 of the Company for the period covered by this
        report: ****





**Yu
      Fai Yip** ,
      Director and Secretary. Mr. Yip has been the founder 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 and Chief Executive Officer. Since September 2005, Ms. Kiu has been
      the
      chief executive officer of Joy Power. She has over 20 years of experience in
      doing businesses 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 1995 to
      September 2005.





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





Each
      director holds office (subject to the Company’s By-Laws) until the next annual
      meeting of shareholders and until such director's successor has been elected
      and
      qualified. All of the Company’s executive officers are serving until the next
      annual meeting of directors and until their successors have been duly elected
      and qualified. There are no family relationships between any of the Company’s
      directors and executive officers.





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






7





Current
        Directors and Executive Officers of the Company are as follows:




The
        individuals listed below were appointed to the positions listed next to their
        names effective July 13, 2006:





Name
              Age
              PositionKam
                  Lau
              77
              Designated
                  Director; Chief Executive OfficerShit
                  Yin Wong
              73
              Designated
                  Director; Chief Financial Officer;
                  Secretary





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





**Kam
        Lau** ,
        Designated Director and Chief Executive Officer. Mr. Lau has been the CEO
        and
        founder of Sino Asia Solutions Limited since February 1997, currently an
        indirectly owned subsidiary of Score One, Inc., a company currently publicly
        traded on the pinksheets over-the-counter electronic market. Mr. Lau has
        over 40
        years of experience in working with trading businesses in Asia, in countries
        such as China, Indonesia and Taiwan. Ms. Shit Yin Wong, one of our Designated
        Directors, is the wife of Mr. Lau Kam.





**Shit
        Yin Wong** ,
        Designated Director, Chief Financial Officer and Secretary. Ms. Wong has
        been
        the CFO and founder of Sino Asia Solutions Limited since February 1997. She
        has
        over 40 years of experience of working with trading businesses in Asia, in
        countries such as China, Indonesia and Taiwan. Mr. Lau Kam, one of our
        Designated Directors, is the husband of Ms. Shit Yin Wong.





**Section
      16(a) Beneficial Ownership Reporting Compliance.**





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





**Code
      of Ethics**





The
      Company’s Board of Directors has adopted a Code of Ethics which applies to every
      officer, director and employee of the Company. The Code of Ethics is attached
      hereto as Exhibit 14.





ITEM
      10.  **EXECUTIVE
      COMPENSATION.**


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 or directors of
      the
      Company. Ms. Maggie Kwok received approximately $1,923 in compensation from
      Joy
      Power for her service as its CFO for the period from July 2005 to September
      2005. Beginning in October 2005, Ms. Maggie Kwok is receiving a monthly
      compensation of approximately $1,282 from the Company for serving as its
      CFO.




8





The
        Company did not have any employment agreements for the period covered by
        this
        report.





The
      Company does not have a stock option plan or any other equity compensation
      plan. ****





**ITEM
      11.**  **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS.**





The
      following table sets forth information as of the date hereof with respect to
      the
      beneficial ownership of the outstanding shares of the Company’s common stock by
      (i) each person known by the Company to beneficially own 5% or more of the
      outstanding shares; (ii) the Company’s officers and directors; 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 the voting, or to dispose or direct
        the disposition, of any security. A person is deemed as of any date to have
        beneficial ownership of any security that such person has a right to acquire
        within 60 days after such date. Except as otherwise indicated, the stockholders
        listed below have sole voting and investment powers with respect to the shares
        indicated. This table is calculated based upon 45,798,672 shares of common
        stock
        outstanding. Except as otherwise indicated, the address of each shareholder
        is
        in care of the Company’s address.





Name
              Number
                  of Shares
              Percentage
                  OwnedKam
                  Lau, Director and CEO
              -0-
              -0-%Shit
                  Yin Wong, Director, Secretary and CFO
              -0-
              -0-%All
                  current Directors and Officers as a group (two persons)
              -0-
              -0-%Yu
                  Fai Yip, former Director and Secretary
              -0-
              -0-%Hoi-ho
                  Kiu, former Director and Chief Executive Officer
              -0-
              -0-%Maggie
                  Kwok, former Chief Financial Officer
              -0-
              -0-%Yuanping
                  Ji, former Director
                Sheng
                  Nan Road (m)
                Shengzheng
                  City
                Guangdong,
                  PRC
              -0-
              -0-%


Hongzhong
                  Hu, former Director
                No.
                  178 Bao Fu Road
                Bao
                  Ji, Shan Xi, PRC
              -0-
              -0-%Brice
                  Scheschuk
                285
                  Silver Birch Avenue
                Toronto,
                  Ontario M4E 3L6
              3,323,500
                  (Note 1)
              7.3%Zhijian
                  Lu, former director and CEO+
                Adwo
                  Loding House
                Shennanzhonghu,
                  Shenzhen, PRC
              14,249,400
              31.1%Wu
                  Ge, former director and CFO
                No.
                  41-302 Shengpingjie
                Zhijingxu,
                  Guangzhou
                Guangdong,
                  PRC
              13,350,240
              29.1%


+
        Shares
        issued in Genghai transaction to principals of Guangzhou Genghai Technology
        Development Co., Ltd.




9





Note
        1:
        Includes 823,500 shares of common stock held by Robyn Trott, the spouse of
        Mr.
        Scheschuk. Of such shares, 2,500,000 shares have been pledged as collateral
        for
        a secured loan by Cartier Fleming International Limited and Li Wing Kei to
        Mr.
        Scheschuk. There are no other arrangements known to the Company, including
        any
        pledge by any person of securities of the Company, the operation of which
        may at
        a subsequent date result in a change of control of the Company.





There
        are
        no arrangements known to the Company, including any pledge by any person
        of
        securities of the Company, the operation of which may at a subsequent date
        to
        the filing date of this amended report result in a change of control of the
        Company.





**ITEM
      12.**  **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS.**





R ecreation
        Town was being acquired by Joy Power from Ms. Hoi-ho Kiu, President and
        Secretary of Joy Power and CEO and a former Director of the Company in 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, 200513.1
            Articles
                of Incorporation of Centre Capital Corporation, dated September 6,
                198823.2
            Certificate
                of Amendment to Articles of Incorporation of Centre Capital Corporation,
                dated April 15, 200433.3
            Bylaws
                of Centre Capital Corporation, dated December 22,
                1995210.1
            Sale
                and Purchase Agreement for Acquisition of Dalian Fengming International
                Recreation Town Co., Limited, dated November 17,
                2005410.2
            Revised
                Sale and Purchase Agreement for Acquisition of Dalian Fengming
                International Recreation Town Co., Limited, dated November 30,
                2005414
            Code
                of Ethics, dated January 4, 2006521
            Subsidiaries531.1
            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 200231.2
            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 200232.1
            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




1 Incorporated by reference from the Company’s Current Report on Form 8-K filed on
        November 7, 2005.
 2 Incorporated by reference from the Company’s Registration Statement on Form
        10-SB, Registration No. 000-25845, filed on April 22, 1999.
 3 Incorporated by reference from the Company’s Current Report on Form 8-K filed on
        May 11, 2004.


4 Incorporated
        by reference from the Company’s Current Report on Form 8-K filed on December 15,
        2005.
 5 Incorporated
        by reference from the Company’s Annual Report on Form 10-KSB filed on February
        10, 2006.




10





**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**





**Name
      of Auditor**





Madsen
      was our independent auditor and audited our financial statements 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 financial
      statements for the fiscal year ended September 30, 2005. Madsen did not perform
      and was not paid additional fees for the fiscal year ended September 30, 2005
      for assurance and related services reasonably related to the performance of
      the
      audit or review of our financial statements, tax services, or any other
      services.





Jeffrey
      Tsang was our independent auditor and audited our financial statements for
      the
      fiscal year ending September 30, 2004. Jeffrey Tsang was not paid any fees
      for
      professional services rendered for the audit of our annual financial statements
      for the fiscal year ended September 30, 2004. Jeffrey Tsang did not perform
      and
      was not paid additional fees for the fiscal year ended September 30, 2004 for
      assurance and related services reasonably related to the performance of the
      audit or review of our financial statements, tax services or any other
      services.





11





**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 the undersigned, thereunto duly
      authorized.





GOLDEN
                  HEALTH HOLDINGS, INC.By:
                  Kam LauIts:
                  Chief Executive OfficerDate:
                  March 12, 2007





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





Signature
              Title
              DateKam
                  Lau
              Chief
                  Executive Officer and Director (Principal Executive
                  Officer)
              March
                  12, 2007Shit
                  Yin Wong
              Chief
                  Financial Officer, (Principal Financial and Accounting Officer),
                  Secretary
                  and Director
              March
                  12, 2007


12




**JEFFREY
          TSANG & CO.**
 **CERTIFIED
          PUBLIC ACCOUNTANTS**
 Unit
          1104, 11/F, Fourseas Commercial Building, 218 Nathan Road, Kowloon, Hong
          Kong
          SAR.
 Tel:
          (852) 2781 1606 Fax: (852) 2783 0752 E-mail: info@hkjtc.com
 
 
 REPORT
          OF
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 TO
          THE
          BOARD OF DIRECTORS AND SHAREHOLDERS OF
 GOLDEN
          HEALTH HOLDINGS, INC.
 (A
          NEVADA
          CORPORATION)
 
 
 We
          have
          audited the accompanying balance sheet of Golden Health Holdings, Inc.
          as of
          September 30, 2005 and September 30, 2004 and the related statements of
          operations, changes in stockholders' equity, and cash flows for the two
          years
          ended September 30, 2005 and 2004 and for the period from February 12,
          2002
          (date of inception of development stage) to September 30, 2004. These financial
          statements are the responsibility of the Company's management. Our
          responsibility is to express an opinion on these financial statements based
          on
          our audits.
 
 We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audits to obtain reasonable assurance about whether the
          financial statements are free of material misstatement. The Company is
          not
          required to have, nor were we engaged to perform, an audit of its internal
          control over financial reporting. Our audits included consideration of
          internal
          control over financial reporting as a basis for designing audit procedures
          that
          are appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion on the effectiveness of the Company’s internal control over financial
          reporting. Accordingly, we express no such opinion. An audit also includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the financial statements, assessing the accounting principles used and
          significant estimates made by management, as well as evaluating the overall
          financial statement presentation. We believe that our audits provide a
          reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Golden Health Holdings, Inc.
          as of
          September 30, 2005 and September 30, 2004, and the results of its operations,
          changes in stockholders’ equity and its cash flows for the two years ended
          September 30, 2005 and 2004 and for the period from February 12, 2002 (date
          of
          inception of development stage) to September 30, 2004, in conformity with
          United
          States generally accepted accounting principles.
 
 
 
 /s/
          JEFFREY TSANG & CO.
 
 CERTIFIED
          PUBLIC ACCOUNTANTS
 
 Hong
          Kong
 February
          28, 2007






13




**GOLDEN
                  HEALTH HOLDINGS, INC.****(DEVELOPMENT
                  STAGE COMPANY)****BALANCE
                  SHEET**September
                  30, 2005
              
              September
                  30, 2004**ASSETS****Total
                  Assets**
              
              $
              -
              
              $
              -**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**Current
                  Liabilities:Accrued
                  expenses
              
              $
              19,750
              
              $
              2,750Long
                  Term Liabilities:Convertible
                  notes payable
              
              
              200,000
              
              
              200,000**Total
                  Liabilities**
              
              $
              219,750
              
              $
              202,750Stockholders'
                  DeficitPreferred
                    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
              
              
              45,799Additional
                  paid-in capital
              
              
              -
              
              
              -Deficit
                  Accumulated during Development Stage
              
              
              (265,549
              )
              
              (248,549
              )**Total
                  stockholders' deficit**
              
              
              (219,750
              )
              
              (202,750
              )**Total
                  liabilities and stockholders' deficit**
              
              $
              -
              
              $
              -
  14
 
 **GOLDEN
                  HEALTH HOLDINGS, INC.****(DEVELOPMENT
                  STAGE COMPANY)****STATEMENTS
                  OF OPERATIONS**Feb.
                  12, 2002
                (date
                  ofinception
                    of development stage) to Sep. 30, 2005Year
                  ended
              
              Year
                  ended
              
              Feb.
                    12, 2002 to September 30,September
                  30, 2005
              
              September
                  30, 2004
              
              2004**REVENUES**
              
              $
              -
              
              $
              -
              
              $
              -**EXPENSES**Administrative
              
              
              5,000
              
              
              200,000
              
              
              250,799Total
                  operating expenses
              
              
              5,000
              
              
              200,000
              
              
              250,799Interest
                  expense
              
              
              12,000
              
              
              2,750
              
              
              14,750Net
                  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
  15
  
 **GOLDEN
                  HEALTH HOLDINGS, INC.****STATEMENTS
                  OF STOCKHOLDERS' DEFICIT****FOR
                  THE PERIOD FEBRUARY 12, 2002 (DATE OF INCEPTION OF DEVELOPMENT
                  STAGE) TO
                  SEPTEMBER 30, 2005****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**
              
              
              **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
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-****Balances
                  as of September 30, 2002**
              
              
              **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 TechnologySeptember
                    15, 2003
              
              
              **30,480,000**
              
              
              **30,480**
              
              
              **-**
              
              
              **-**
              
              
              **30,480**Net
                  Loss for the year ended September 30, 2003
              
              
              **-**
              
              
              **-**
              
              
              
              
              
              **(38,173**
              **)**
              
              **(38,173**
              **)****Balances
                  at September 30, 2003**
              
              
              **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**
              **)****See
                  accompanying notes to financial
                  statements.**
  16
 
 **GOLDEN
                  HEALTH HOLDINGS, INC.****(DEVELOPMENT
                  STAGE COMPANY)****STATEMENTS
                  OF CASH FLOWS**Feb.
                  12, 2002
                (date
                  ofinception
                  of developmentstage)
                  to Sep. 30, 2005Feb.
                  12, 2002Year
                  ended
              
              Year
                  ended
              
              to
                  September 30,September
                  30, 2005
              
              September
                  30, 2004
              
              2004Cash
                  flows from operating activities:Net
                  income (loss)
              
              $
              (17,000
              )
              $
              (202,750
              )
              $
              (265,549
              )Adjustments
                    to reconcile net loss to cash used in operatingactivities:Common
                  stock issued for services
              
              
              -
              
              
              -
              
              
              15,319Common
                  stock issued for anticipated acquisition
              
              
              -
              
              
              -
              
              
              30,480Increase
                  in current and LT liabilities
              
              
              17,000
              
              
              202,750
              
              
              219,750Net
                  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
              
              $
              -
              
              $
              -
              
              $
              15,319Common
                  stock issued for anticipated acquisition
              
              $
              -
              
              $
              -
              
              $
              30,480
  17
  **GOLDEN
        HEALTH HOLDINGS, INC.**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 **NOTE
        1 - ORGANIZATION AND OPERATIONS**
 
 Golden
        Health Holdings, Inc. (the “Company”) was incorporated in Nevada on September 6,
        1988. On September 24, 2001, the Company filed a voluntary petition for
        bankruptcy under Chapter 7 of the United States Bankruptcy Code in the District
        of Nevada. The Company emerged from bankruptcy pursuant to a Bankruptcy Court
        Order entered on February 12, 2002, with no remaining assets or liabilities.
        Since the Company has remained inactive, it is considered to be in its
        development stage as of September 30, 2005.
 
 **NOTE
        2 - SUMMARY OF ACCOUNTING POLICIES**
 
 A
        summary
        of the Company's significant accounting policies applied in the preparation
        of
        the accompanying financial statements follows.
 
 FAIR
        VALUE OF FINANCIAL INSTRUMENTS
 
 The
        Company has determined that the book value of the Company’s notes payable at
        September 30, 2005 approximates fair value.
 
 USE
        OF
        ESTIMATES
 
 In
        preparing the Company's financial statements, management is required to make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities, the disclosure of contingent assets and liabilities at the date
        of
        the financial statements, and the 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 SFAS No. 128, “Earnings per Share,” the basic earnings (loss)
        per common share is computed by dividing net earnings available to common
        stockholders by the weighted average number of common shares outstanding.
        Diluted earnings (loss) per common share is computed similarly to basic earnings
        (loss) per common share, except that the denominator is increased to include
        the
        number of additional common shares that would have been outstanding if the
        potential common shares had been issued and if the additional common shares
        were
        dilutive. As of September 30, 2005, the Company did not have any dilutive
        common
        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 been fully offset by a valuation reserve because the use of the future
        tax benefit is doubtful since the Company has no operations. The loss carryover
        will begin to expire in 2022.
  18
  RECENT
        ACCOUNTING PRONOUNCEMENTS
  Management
        believes that the adoption of any new relevant accounting pronouncements
        will
        not have a material effect on the Company's results of operations or its
        financial position.
 **NOTE
        3 - CONVERTIBLE NOTES PAYABLE**
  For
        the
        period ended September 30, 2004, the Company issued $200,000 in convertible
        notes payable to several investors (all notes carry an interest rate of 6%,
        and
        a maturity date of March 2007). All notes are convertible to common shares
        of
        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
        professional expenses as deemed necessary by the Company. As of September
        30,
        2004, the entire $200,000 balance held in escrow had been released to pay
        for
        expenses incurred in fiscal year 2004 related to business activity. Due to
        the
        Company’s stock having fair market value lower than the conversion price as of
        September 30, 2005 which makes the convertible notes out of money, all proceeds
        have been allocated to the liability. Also, as the Company recorded a net
        loss
        for the year ended September 30, 2005, any potential common shares resulting
        from conversion would be anti-dilutive.
 These
        notes were issued along with 7,500,000 detachable warrants, with an exercise
        price of $.05. As indicated above, due to the Company’s common stock having fair
        market value lower than the exercise price as of September 30, 2005 which
        makes
        the warrants out of money, no value has been allocated to these
        warrants.
  **NOTE
        4 - SUBSEQUENT EVENTS**
 
 On
        October 3, 2005, the Company entered into an agreement to acquire 100% of
        the
        outstanding common shares of Joy Power solely in exchange for an aggregate
        of
        54,000,000 shares of authorized, but theretofore unissued, shares of common
        stock, par value $.001 per share. This transaction closed on October 3, 2005.
        For accounting purposes, the acquisition has been treated as a recapitalization
        of Joy Power with Joy Power as the acquirer (reverse acquisition). The
        historical financial information giving effect to the acquisition, as if
        the
        acquisition took place October 1, 2003, is as follows.
  19
 
 ***Pro-Forma
        Balance Sheet***
 ConsolidatedCondensedGolden
                    Health
                
                Joy
                    Power
                
                Pro
                    forma
                
                Pro
                    forma Balance Sheet9/30/05
                
                9/30/05
                
                Adjustments
                
                9/30/05**Assets:**Current
                    Assets
                
                $
                -
                
                $
                107,530
                
                $
                -
                
                
                107,530Fixed
                    Assets
                
                
                -
                
                
                56,504
                
                
                -
                
                
                56,504Total
                    Assets
                
                $
                -
                
                $
                164,034
                
                $
                -
                
                
                164,034**Liabilities
                    and Stockholders' Equity (Deficit)**Current
                    Liabilities
                
                $
                19,750
                
                $
                100,741
                
                $
                -
                
                
                112,741Long
                    Term Liabilities
                
                
                200,000
                
                
                -
                
                
                -
                
                
                193,000Stockholders'
                    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 andStockholders'
                    Equity (Deficit
                
                $
                -
                
                $
                164,034
                
                
                
                
                $
                164,034
  (1)
                Issuance
                    of 54,000,000 shares of $.001 par value Golden Health Holdings,
                    Inc. stock
                    inexchange
                    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
                    ofGolden
                    Health)) x 10,000 (o/s shares of Joy Power) = $1,272.(4)
                Eliminate
                    negative Additional paid-in-capital.
    20
  ***Pro-Forma
        Income Statement***
 
 
 ConsolidatedCondensedGolden
                  Health
              
              Joy
                  Power
              
              
              
              Income
                  StatementYear
                  ended
              
              Year
                  ended
              
              Pro
                  forma
              
              Year
                  ended9/30/05
              
              9/30/05
              
              Adjustments
              
              9/30/05Net
                  sales
              
              $
              -
              
              $
              222,862
              
              $
              -
              
              $
              222,862Cost
                  of sales
              
              
              -
              
              
              (25,927
              )
              
              -
              
              
              (25,927
              )Gross
                  Profit
              
              
              
              
              
              196,935
              
              
              -
              
              
              196,935General
                  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
              
              $
              -
              
              $
              71,755Interest
                  expense
              
              
              (12,000
              )
              
              -
              
              
              
              
              
              (12,000
              )**Net
                  Income (Loss)**
              
              $
              (17,000
              )
              $
              76,755
              
              
              
              
              $
              59,755Basic
                    and fully diluted net (loss) per common share
              
              
              (0.00
              )
              
              
              
              
              
              
              
              0.00Weighted
                  average shares outstanding
              
              
              45,798,672
              
              
              
              
              
              
              
              
              99,809,000
 
 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 Power and a Director of Golden Health, to acquire undeveloped
        real estate (“Recreation Town”) for $4.75 million, owned by Ms. Hoi-ho Kiu. Ms.
        Kiu will transfer 100% of the beneficial ownership interests of Recreation
        Town
        to the Company in exchange for 32,000,000 shares of common stock of Golden
        Health.
  In
        addition to the shares issued related to the transaction with Joy Power above,
        the Company’s Board of Directors approved an additional increase in authorized
        shares from 100,000,000 to 300,000,000 shares on December 5, 2005. This increase
        in shares was facilitated to issue an additional 62,200,000 shares to nine
        different investors.
 
 **NOTE
        5 - GOING CONCERN**
 
 The
        Company incurred a net operating loss of $17,000, and has accumulated deficit
        of
        $265,549 for the year ended and as of September 30, 2005, with no revenues
        and
        no assets. The Company does not have the working capital to service its debt
        and
        for any future planned activity. The Company's management believes they can
        obtain the necessary working capital needed to pay its debt and for any future
        planned activity by receiving additional loans from officers, and by additional
        equity funding, which will enable the Company to operate for the coming
        year.
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