# **Exhibit 31.2**

 

CERTIFICATIONOF CHIEF FINANCIAL OFFICERPURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,RULES 13a-14 AND 15d-14AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Golden Health Holdings, Inc.(the “Company”) on Form 10-KSB for the period ending September 30,2004 as filed with the Securities and Exchange Commission on the date hereof(the “Report”), I, Maggie Kwok, Chief Financial Officer of the Company,certify, pursuant to Rules 13a-14 and 15-d14 of the Securities ExchangeAct of 1934 (the “Exchange Act”), as adopted pursuant to §302 of theSarbanes-Oxley Act of 2002, that:

 

1.             Ihave reviewed this Report;

 

2.             Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for,the periods presented in this report;

 

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

 

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

 

(b)           Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

(c)           Evaluatedthe effectiveness of the Company’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

----

 

(d)           Disclosedin this report any change in the Company’s internal control over financialreporting that occurred during the Company’s fiscal year that has materiallyaffected, or is reasonably likely to materially affect, the Company’s internalcontrol over financial reporting.

 

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

 

(a)           Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Company’s ability to record, process, summarize and reportfinancial information; and

 

(b)           Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal control over financialreporting.

 

 
|   | /s/ Maggie Kwok         |   |
|--------|-------------------------|--------|
|   | Maggie Kwok             |
|   | Chief Financial Officer |
|   | December 18, 2005  |

 

----