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


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**





**AMENDMENT
      NO. 1**








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





For
      the
      fiscal year ended September
      30, 2005





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934





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. o





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 o 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. o





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





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
      was
      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 March 1, 2006 was 193,998,672 shares.





Transitional
      small business disclosure format (check one) Yes o 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.









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**TABLE
      OF CONTENTS**





PART
                IItem
                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








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**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.





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.





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





**Business
      of Joy Power International Holdings Limited**




**General**




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




Joy
      Power
      is principally engaged in the sale of various personal care products. 
Through its Swiss and Malaysian OEM manufacturers, Joy Power positions itself
      as
      a Swiss and Malaysian personal care products import agent in Hong Kong. 
Joy Power has also developed a customer bonus point rewards program and Joy
      Power has more than 800 active customers in Hong Kong and Southern China. 
The reward program has encouraged customers to introduce further customers
      to
      purchase Joy Power’s products.




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




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




**Sales
      and Marketing**




As
      of the
      date of this report, Joy Power employed a total of five salespeople, experienced
      in the direct marketing field. This sales force operates with key customer
      groups as defined by the senior management.  Management anticipates that it
      will expand its sales force in line with increasing levels of business in the
      next twelve months.




**Manufacturers**




As
      of the
      date of this report, Joy Power had five manufacturing and service provision
      partners ranging from a spa center to skin health products manufacturers. 
Each of such business partners will provide their products or services
      exclusively to Joy Power.




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





·
            supply
                quality and sourcing procedures;


·
            factory
                equipment and workshop maintenance;


·
            manufacturing
                process, multistage audit and
                sampling;


·
            test
                and evaluation of finished products;
                and


·
            periodic
                examination and testing of final
                products.






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




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




**Competition**




Joy
      Power
      believes that it is the only company in Hong Kong and Southern China to develop
      and commercially implement its distinctive marketing reward systems to encourage
      frequent repeat purchases by customers.




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




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




**Regulation**




Joy
      Power’s products are not subject to stringent regulations in Hong Kong and
      China.  However, if Joy Power does not comply with applicable requirements,
      it may suffer penalties, including import detentions, fines or civil penalties,
      injunctions or suspensions or losses of regulatory approvals, a forced recall
      or
      seizure of products, operating restrictions, and criminal
      prosecution.




As
      of the
      date of this report, Joy Power was not subject to the regulations of any
      jurisdiction other than Hong Kong and China.




**Employees**




As
      of the
      date of this report, Joy Power had ten employees.  Of the ten employees,
      two employees are in administration, five employees are in sales, and three
      executives are in management and corporate finance. None of Joy Power’s
      employees are represented by labor unions.  Joy Power believes that is
      employee relations are good.




Joy
      Power’s primary hiring sources for its employees include promotion from within,
      team member referrals, print and Internet advertising and direct
      recruiting.  All of Joy Power’s marketing employees are highly skilled and
      highly educated and subject to rigorous recruiting standards.  Joy Power
      attracts talent from numerous sources, including higher learning institutions,
      colleges and industry **.** Competition
      for these employees is intense. If Joy Power fails to attract highly experienced
      and qualified employees, it could have a material adverse effect on Joy Power’s
      business, prospects, financial condition and results of operations.




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**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.





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





**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.





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.




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**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 conducts 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.


Presently,
      Joy Power sells more than 50 personal care products ranging from a skin care
      series to health energy pillows. Joy Power has only sold products in Hong Kong
      and China and does not anticipate selling products outside of Hong Kong or
      China
      in the foreseeable future.




Joy
      Power
      is 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 do not represent future expected financial
      relationships.





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




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





The
      following factors, among others, could cause actual results to differ from
      those
      indicated in the above forward-looking statements: pricing pressures in the
      industry; a sudden downturn in the economy in general; a decrease in demand
      for
      Joy Power’s products or sudden weak demand for these products; Joy Power’s
      ability to attract new customers; an increase in competition in the direct
      marketing market for health care products; and economic or political
      developments in China or elsewhere in Asia. These factors or additional risks
      and uncertainties not currently known or anticipated may impair the Company’s
      business operations and may cause the Company’s actual results to differ
      materially from any forward-looking statement.





**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
              (Unaudited)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)






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





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.




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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.




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.




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**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 recent 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.,
      Murray, Utah, as its audit firm subject to ratification by the Company’s
      shareholders at its next annual shareholders meeting. The new audit firm has
      not
      been consulted on the application of accounting principles of any specific
      completed or contemplated transaction of the Company nor have they been
      consulted on any type of audit opinion that might be rendered on the Company’s
      financial statements and either written or oral advice was provided that was
      an
      important factor considered by the Company in reaching a decision as to the
      accounting, auditing or financial reporting issue. To the best knowledge of
      current management of the Company, there were no disagreements with the
      Company’s last audit firm.





**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.




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**PART
      III**





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





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: ****





**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.




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**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.





The
      Company does not have any employment agreements.





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 161,998,672 shares of common
      stock outstanding. Except as otherwise indicated, the address of each
      shareholder is in care of the Company’s address.




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





There
      are
      no arrangements known to the Company, including any pledge 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.





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





R ecreation
      Town is being acquired by Joy Power from Ms. Hoi-ho Kiu, President and Secretary
      of Joy Power and CEO and a 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 Section302
                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 Section302
                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.






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





**Name
      of Auditor**





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





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





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





**Total
      Audit Related Fees**





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





**Tax
      Fees**





None.





**All
      Other Fees**





None




-14-
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**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.**Date: April
              24, 2006
            By:
            /s/ Hoi-ho
              KiuName:  
                Hoi-ho Kiu
              Title:    
                Chief Executive Officer


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
            
            Date/s/
                Hoi-ho Kiu
            
            Chief
                Executive Officer and Director
            
            April
              24, 2006Hoi-ho
                Kiu
            
            (Principal
                ExecutiveOfficer)/s/
                Maggie Kwok
            
            Chief
                Financial Officer, (Principal Financial and Accounting
                Officer)
            
            April
              24, 2006Maggie
                Kwok
            
            and
                Director/s/
                Yu-Fai Yip
            
            Secretary
                and Director
            
            April
              24, 2006Yu-Fai
                Yip






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REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 We
        have
        audited the accompanying balance sheet of Golden Health Holdings, Inc. as
        of
        September 30, 2005, and the related statements of operations, stockholders’
equity, and cash flows for the period then ended. 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 audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provides 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 the company as of September
        30,
        2005, and the results of its operations and its cash flows for the year then
        ended, in conformity with U.S. generally accepted accounting
        principles.
 
 */s/
        Madsen & Associates CPAs, Inc.*
 
 Murray,
        Utah 84107
 
 January
        11, 2006
  F-1
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            Table of Contents**




**GOLDEN
                  HEALTH HOLDINGS, INC.****(DEVELOPMENT
                  STAGE COMPANY)****BALANCE
                  SHEET**
  September
                  30, 2005**ASSETS****Total
                  Assets**
              
              $
              —**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**Current
                  Liabilities:Accrued
                  expenses
              
              $
              19,750Long
                  Term Liabilities:Convertible
                  notes payable
              
              
              200,000**Total
                  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
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**GOLDEN
                  HEALTH HOLDINGS, INC.****(DEVELOPMENT
                  STAGE COMPANY)****STATEMENTS
                  OF OPERATIONS**
  Feb.
                  12, 2002 (date ofinception
                  of developmentstage)
                  to Sep. 30, 2005*(unaudited)*
              
              *(unaudited)*Feb. 12, 2002Year
                  ended
              
              Year
                  ended
              
              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






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**GOLDEN
                  HEALTH HOLDINGS, INC.****STATEMENTS
                  OF STOCKHOLDERS' DEFICIT****FOR
                  THE PERIOD FEBRUARY 12, 2002 (DATE OF INCEPTION OF DEVELOPMENT
                  STAGE) TO
                  SEPTEMBER 30, 2005****(UNAUDITED)
                  FOR THE PERIOD FEBRUARY 12, 2002 (DATE OF INCEPTION OF DEVELOPMENT
                  STAGE)
                  TO SEPTEMBER 30,
                  2004**


**Common**
              
              **Common**
              
              
              
              **During
                  the****Stock**
              
              **Stock**
              
              **Additional**
              
              **Development**
              
              **Total****Shares**
              
              **Amount**
              
              **Paid-in-Capital**
              
              **Stage**
              
              **Equity/(Deficit)****Balances
                  as of February 12, 2002*****(unaudited)***
              
              
              **125,754**
              
              **$**
              **126**
              
              **$**
              **1,374**
              
              **$**
              **(7,626**
              **)**
              **$**
              **(6,126**
              **)**Capital
                  contribution - issuance of shares
              
              
              **7,499,968**
              
              
              **7,500**
              
              
              **(1,374**
              **)**
              
              **—**
              
              
              **6,126**Net
                  Loss for the year ended September 30, 2002*(unaudited)*
              
              
              **—**
              
              
              **—**
              
              
              **—**
              
              
              **—**
              
              
              **—****Balances
                  as of September 30, 2002*****(unaudited)***
              
              
              **7,625,722**
              
              **$**
              **7,626**
              
              **$**
              **—**
              
              **$**
              **(7,626**
              **)**
              **$**
              **(0**
              **)**Issuance
                  of shares for services - August 8, 2003
              
              
              **7,692,950**
              
              
              **7,693**
              
              
              **—**
              
              
              **—**
              
              
              **7,693**Shares
                  issued in anticipation of merger with Guangzhou Genghai
                  TechnologySeptember
                  15, 2003
              
              
              **30,480,000**
              
              
              **30,480**
              
              
              **—**
              
              
              **—**
              
              
              **30,480**Net
                  Loss for the year ended September 30, 2003*(unaudited)*
              
              
              **—**
              
              
              **—**
              
              
              
              
              
              **(38,173**
              **)**
              
              **(38,173**
              **)****Balances
                  at September 30, 2003*****(unaudited)***
              
              
              **45,798,672**
              
              
              **45,799**
              
              
              **—**
              
              
              **(45,799**
              **)**
              **$**
              **(0**
              **)**Net
                  Loss for the year ended September 30, 2004
              
              
              
              
              
              
              
              
              
              
              
              **(202,750**
              **)**
              
              **(202,750**
              **)****Balances
                  at September 30, 2004 (*****unaudited*****)**
              
              
              **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
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**GOLDEN
                  HEALTH HOLDINGS, INC.****(DEVELOPMENT
                  STAGE COMPANY)****STATEMENTS
                  OF CASH FLOWS**




Feb.
                  12, 2002 (date ofinception
                  of developmentstage)
                  to Sep. 30, 2005*(unaudited)*
              
              *(unaudited)*Feb. 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 operating
                  activities: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
              
              $
              —
              
              $
              —
              
              $
              —Common
                  stock issued for anticipated acquisition
              
              $
              —
              
              $
              —
              
              $
              —






F-5
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**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
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 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
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 ***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 and Stockholders' Equity (Deficit
              
              $
              —
              
              $
              164,034
              
              
              
              
              
              
              
              $
              164,034
 
 (1)
                Issuance
                    of 54,000,000 shares of $.001 par value Golden Health Holdings,
                    Inc. stock
                    in exchange for the outstanding common shares of Joy
                    Power.
 (2)
                Eliminate
                    Golden Health Accumulated Deficit.
 (3)
                Eliminate
                    Joy Power common stock (.1282 (pv of Joy Power) - .001 (par value
                    of
                    Golden Health)) x 10,000 (o/s shares of Joy Power) =
                    $1,272.
 (4)
                Eliminate
                    negative Additional
                    paid-in-capital.
   F-8
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  ***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