U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB/A





Amendment
        No. 4





[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 September 30, 2005 was  approximately 161,998,672
        shares.





Documents
      Incorporated By Reference :  None





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



























Table
      of Contents





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






























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 ExecutiveOfficer
            October
                3, 2005 to presentMaggie
                Kwok
            33
            Director,
                Chief FinancialOfficer
            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-%





9








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%





+
        Consists of shares of the company’s common stock issued in Genghai transaction
        to principals of Guangzhou Genghai Technology Development Co.,
        Ltd.  Guangzhou Genghai Technology Development Co., Ltd. is not a
        beneficial owner of Golden Health Holdings, Inc.





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.





Recreation
      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
              Description2
              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,
                  19882





10








3.2
              Certificate
                  of Amendment to Articles of Incorporation of Centre
                  Capital  Corporation, dated April 15, 200433.3
              Bylaws
                  of Centre Capital Corporation, dated December 22, 1995410.1
              Sale
                  and Purchase Agreement for Acquisition of Dalian Fengming International
                  Recreation Town Co., Limited, dated November 17, 2005510.2
              Revised
                  Sale and Purchase Agreement for Acquisition of Dalian Fengming
                  International Recreation Town Co., Limited, dated November 30,
                  2005614
              Code
                  of Ethics, dated January 4, 2006721
              Subsidiaries831.1
              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*




*
        Filed
        herewith





1
        Incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form
        8-K filed on November 7, 2005.


2
        Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement
        on Form 10-SB, Registration No. 000-25845, filed on April 22,
        1999.


3
        Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form
        8-K filed on May 11, 2004.


4
        Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement
        on Form 10-SB, Registration No. 000-25845, filed on April 22,
        1999.


5
        Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
        Form 8-K filed on December 15, 2005.


6Incorporated by reference to Exhibit 10.2 to the Company’s Current Report
        on Form 8-K filed on December 15, 2005.


7
        Incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form
        10-KSB filed on February 10, 2006.


8
        Incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form
        10-KSB filed on February 10, 2006.





ITEM
      14.         PRINCIPAL ACCOUNTANT FEES
      AND SERVICES





Name
      of Auditor





Madsen
        is
        our former 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.





11








Jeffrey
        Tsang is our  current independent auditor and audited our financial
        statements for the two fiscal years ending September 30, 2004 and September
        30,
        2005 and the period from date of inception of development stage (February
        12,
        2002) (the “Jeffrey Tsang Reporting Period”) to September 30,
        2005..  Jeffrey Tsang was not paid any fees for professional services
        rendered for the audit of our annual financial statements Jeffrey Tsang
        Reporting Period . Jeffrey Tsang did not perform and was not paid additional
        fees for the Jeffrey Tsang Reporting Period 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.


















12





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./s/
                  Kam
                  LauBy:
                  Kam LauIts:
                  Chief Executive OfficerDate:
                  January 18, 2008





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
              
              DateChief
                  Executive
              
              January
                  18, 2008/s/
                  Kam Lau
              
              Officer
                  and DirectorKam
                  Lau
              
              (Principal
                  ExecutiveOfficer)Chief
                  Financial Officer,
              
              January
                  18, 2008/s/
                  Shit Yin Wong
              
              (Principal
                  Financial and AccountingShit
                  Yin Wong
              
              Officer),
                  Secretary and Director








13

















INDEX
      OF EXHIBITS





Exhibit
              Description2
              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, 1995410.1
              Sale
                  and Purchase Agreement for Acquisition of Dalian Fengming International
                  Recreation Town Co., Limited, dated November 17, 2005510.2
              Revised
                  Sale and Purchase Agreement for Acquisition of Dalian Fengming
                  International Recreation Town Co., Limited, dated November 30,
                  2005614
              Code
                  of Ethics, dated January 4, 2006721
              Subsidiaries831.1
              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*




*
        Filed
        herewith





1
        Incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form
        8-K filed on November 7, 2005.


2
        Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement
        on Form 10-SB, Registration No. 000-25845, filed on April 22,
        1999.


3
        Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form
        8-K filed on May 11, 2004.


4
        Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement
        on Form 10-SB, Registration No. 000-25845, filed on April 22,
        1999.


5
        Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
        Form 8-K filed on December 15, 2005.


6Incorporated by reference to Exhibit 10.2 to the Company’s Current Report
        on Form 8-K filed on December 15, 2005.


7
        Incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form
        10-KSB filed on February 10, 2006.


8
        Incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form
        10-KSB filed on February 10, 2006.







14




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 2 years
        ended September 30, 2005 and 2004 and for the period from February 12, 2002
        (date of inception of development stage) to September 30, 2005. 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 2 years ended
        September 30, 2005 and 2004 and for the period from February 12, 2002 (date
        of
        inception of development stage) to September 30, 2005, in conformity with
        United
        States generally accepted accounting principles.
 
 
 
 /s/
        JEFFREY TSANG & CO.
 
 CERTIFIED
        PUBLIC ACCOUNTANTS
 
 Hong
        Kong
 July
        17,
        2007





F-1




GOLDEN
      HEALTH HOLDINGS,
      INC.


(DEVELOPMENT
          STAGE COMPANY)
 BALANCE
          SHEET
 September
                      30,
                    2005ASSETSTotal
                      Assets
                  
                  $
                  -LIABILITIES
                      AND STOCKHOLDERS' DEFICITCurrent
                      Liabilities:Accrued
                      expenses
                  
                  $
                  19,750Long
                      Term Liabilities:Convertible
                      notes payable
                  
                  
                  200,000Total
                      Liabilities
                  
                  $
                  219,750Stockholders'
                      DeficitPreferred
                      stock, $.001 par value - 10,000,000 sharesauthorized;
                      no shares issued and outstanding
                  
                  
                  -Common
                      stock, $.001 par value - 100,000,000 sharesauthorized;
                      45,798,672 shares issued and outstanding
                  
                  
                  45,799Additional
                      paid-in capital
                  
                  
                  -Deficit
                      Accumulated during Development Stage
                  
                  
                  (265,549
                  )Total
                      stockholders' deficit
                  
                  
                  (219,750
                  )Total
                      liabilities and stockholders' deficit
                  
                  $
                  -





F-2






GOLDEN
        HEALTH HOLDINGS, INC.
 (DEVELOPMENT
        STAGE COMPANY)
 STATEMENTS
        OF OPERATIONS


Feb.
                    12, 2002Year
                    ended
                
                
                Year
                    ended
                
                
                (date
                    of
                  inception
                    of developmentstage)September
                    30,
                  2005
                
                
                September
                    30,
                  2004
                
                
                toSep.
                    30,
                  2005REVENUES
                
                $
                -
                
                
                $
                -
                
                
                $
                -EXPENSESAdministrative
                
                
                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
   F-3




GOLDEN
                  HEALTH HOLDINGS, INC.STATEMENTS
                  OF STOCKHOLDERS' DEFICITFOR
                  THE PERIOD FEBRUARY 12, 2002 (DATE OF INCEPTION OF DEVELOPMENT
                  STAGE) TO
                  SEPTEMBER 30, 2005DeficitAccumulatedCommon
              
              
              Common
              
              
              
              
              
              During
                  theStock
              
              
              Stock
              
              
              Additional
              
              
              Development
              
              
              TotalShares
              
              
              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
              )
              
              
              -
              
              
              
              6,126Net
                  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
              
              
              
              -
              
              
              
              -
              
              
              
              7,693Shares
                  issued in anticipation of merger with Guangzhou Genghai
                  TechnologySeptember
                  15, 2003
              
              
              30,480,000
              
              
              
              30,480
              
              
              
              -
              
              
              
              -
              
              
              
              30,480Net
                  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.








F-4






GOLDEN
                  HEALTH HOLDINGS, INC.(DEVELOPMENT
                  STAGE COMPANY)STATEMENTS
                  OF CASH FLOWSFeb.
                  12, 2002(date
                  of inception
                of
                  development
                stage)to
                  Sep. 30, 2005Feb.
                  12, 2002Year
                  ended
              
              
              Year
                  ended
              
              
              toSeptember
                  30,
                2005
              
              
              September
                  30,
                2004
              
              
              September
                  30,
                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








F-5








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.
  
 F-6
  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.
   F-7
 
 Pro-Forma
        Balance Sheet
 
 ConsolidatedCondensedGolden
                    Health
                
                
                Joy
                    Power
                
                
                Pro
                    forma
                
                
                
                Pro
                    forma Balance Sheet9/30/05
                
                
                9/30/05
                
                
                Adjustments
                
                
                
                9/30/05Assets:Current
                    Assets
                
                $
                -
                
                
                $
                107,530
                
                
                $
                -
                
                
                
                
                107,530Fixed
                    Assets
                
                
                -
                
                
                
                56,504
                
                
                
                -
                
                
                
                
                56,504Total
                    Assets
                
                $
                -
                
                
                $
                164,034
                
                
                $
                -
                
                
                
                
                164,034Liabilities
                    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.
   F-8
  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.
 
 F-9