UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

|X|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         FOR THE TRANSITION PERIOD FROM _____________ TO ______________

                        COMMISSION FILE NUMBER 333-119034

                           CHINA HEALTH HOLDING, INC.
                   -------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                    NEVADA                               98-0432681
        (State or other jurisdiction of                (IRS Employer
        incorporation or organization)                Identification No.)

                           Julianna Lu, B.Sc. & M.Sc.
                             Chief Executive Officer
                     666 Burrard St., Park Place, Suite 600
                   Vancouver, British Columbia, Canada V6C 2X8
                    (Address of principal executive offices)

                    Issuer's telephone number: (604) 608-6788

                                 With copies to:

                           Mitchell S. Nussbaum, Esq.
                                 Loeb & Loeb LLP
                                 345 Park Avenue
                             New York, NY 10154-0037
                                 (212) 407-4000

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 |X| No |_|

As of August 8, 2005, there were 42,295,600 shares of Common Stock outstanding.

    Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements..............................................2
Item 2.     Management's Discussion and Analysis or Plan of Operation........14
Item 3.     Controls and Procedures..........................................22

                           PART II - OTHER INFORMATION

Item 1.     Legal Proceedings................................................22
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds......22
Item 3.     Defaults Upon Senior Securities..................................23
Item 4.     Submission of Matters to a Vote of Security Holders..............23
Item 5.     Other Information................................................23
Item 6.     Exhibits and Reports on Form 8-K.................................23

SIGNATURES...................................................................24

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

                           CHINA HEALTH HOLDING, INC.
                       (formerly A E&E Pharma Corporation)
                          (a development stage company)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                            June 30,     Dec. 31,
                                                                              2005         2004
                                                                               $             $
                                                                          (Unaudited)    (Audited)
--------------------------------------------------------------------------------------------------
<S>                                                                        <C>            <C>



CURRENT ASSETS
    Cash                                                                      28,686         3,511
    Prepaid expenses (Note 7)                                                  9,734       349,750
                                                                              38,420       353,261

FIXED ASSETS, net of depreciation (Note 4)                                    11,158         5,132

                                                                                   3             2
INTANGIBLE ASSETS (Note 3)

--------------------------------------------------------------------------------------------------

                                                                              49,581       358,395

--------------------------------------------------------------------------------------------------

                                   LIABILITIES

CURRENT LIABILITIES
    Accounts payable and accrued liabilities                                  23,249        24,172
     Due to shareholders (Note 5)                                            427,026       335,014
                                                                          ----------    ----------
                                                                             450,275       359,186
                                                                          ----------    ----------

                            STOCKHOLDERS' DEFICIENCY

STOCKHOLDERS' EQUITY (Note 6)
       Common stock, $0.001 par value, 300,000,000 shares authorized,
       42,295,600 shares issued and outstanding                               42,996        36,523
       Preferred stock, $0.001 par value, 20,000,000 shares authorized,
          Nil shares issued and outstanding                                       --            --
       Additional paid-in capital                                          4,147,322     2,293,570
       Deficit accumulated during the development stage                   (4,406,442)   (2,319,622)
       Shares to be returned for cancellation (Note 7(b))                   (175,000)           --
       Accumulated other comprehensive (loss) income                          (9,570)      (11,262)
                                                                          ----------    ----------
                                                                            (400,694)         (791)

--------------------------------------------------------------------------------------------------

                                                                              49,581       358,395

--------------------------------------------------------------------------------------------------
</TABLE>

GOING CONCERN (Note 2(a))
COMMITMENTS (Note 3 and 9)

   The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>

                           CHINA HEALTH HOLDING, INC.
                       (formerly A E&E Pharma Corporation)
                          (a development stage company)

                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                     April 3,
                                                        Three months     Three months   Six months    Six months       2002
                                                            ended            ended         ended         ended      (inception)
                                                          June 30,         June 30,      June 30,      June 30,     to June 30,
                                                            2005             2004          2005          2004          2005
                                                              $                $             $             $             $

------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>            <C>            <C>            <C>
SALES                                                          --          4,021             --          4,021          7,305

EXPENSES
   Advertising and promotion                               37,589          3,496         46,302          5,333         93,312
   Amortization of intangible assets                           --          4,352             --          5,700          7,125
   Consulting fees (Note 7)                               177,073         12,918        389,525         33,916        820,661
   Depreciation of tangible assets                            721            126          1,259            347          2,271
   Foreign exchange                                        (2,193)            77          7,284             77          8,588
   Licensing rights (Note 3)                                   --             --      1,359,999             --      1,542,873
   Interest and bank charges                                3,457          4,040         17,626          5,741         43,742
   Loss on settlement of debts and issuance of shares       9,192          5,877          9,192         29,297         79,597
   Management fees (Note 8)                                54,000         21,000         84,000         36,000        893,000
   Office                                                      --          2,226          5,005          3,758         17,283
   Professional fees (Note 7)                              32,383          8,391        152,870          8,391        478,914
   Rent                                                     4,695          5,592          9,854          7,897         42,535
   Research and development (Note 3)                           --        180,499             --        180,499        366,306
   Travel                                                     914          4,712          3,904          5,152         12,325
   Vehicle                                                     --            199             --          1,347          5,215
                                                      -----------    -----------    -----------    -----------    -----------
                                                          317,831        253,505      2,086,820        323,455      4,413,747
                                                      -----------    -----------    -----------    -----------    -----------

NET LOSS FOR THE PERIOD                                  (317,831)      (249,484)    (2,086,820)      (319,434)    (4,406,442)

------------------------------------------------------------------------------------------------------------------------------------

BASIC NET LOSS PER SHARE                                     0.01           0.01           0.05           0.00

------------------------------------------------------------------------------------------------------------------------------------


WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING   42,577,084     31,406,585     40,128,406     30,377,862

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>

                           CHINA HEALTH HOLDING, INC.
                       (formerly A E&E Pharma Corporation)
                          (a development stage company)

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                         April 3,
                                                         Three months     Three months   Six months       Six months       2002
                                                            ended            ended         ended            ended       (inception)
                                                           June 30,         June 30,      June 30,         June 30,      to June 30,
                                                             2005             2004          2005             2004           2005
                                                               $                $             $                $              $

------------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>           <C>               <C>           <C>
OPERATING ACTIVITIES
       Net loss                                           (317,831)       (249,484)     (2,086,820)       (319,434)     (4,406,442)

       Items not affecting cash
          Accrued interest                                   8,670            (195)         16,800           1,458          41,653
          Amortization of intangible assets                     --           4,352              --           5,700           7,125
          Depreciation of tangible assets                      721             126           1,259             347           2,271
          Licensing rights                                      --       1,359,999              --       1,542,873
          Loss on settlement of debts and issuance of
            shares                                           9,192           5,877           9,192          29,297          79,597
          Non cash expenses                                226,090         165,499         541,095         201,497       1,403,489
          Stock-based compensation                              --              --              --              --         909,375
                                                          --------        --------      ----------        --------      ----------
                                                           (73,158)        (73,825)       (158,475)        (81,135)       (420,059)
                                                          --------        --------      ----------        --------      ----------

       Changes in non-cash working capital
          Prepaid expenses                                      --         (10,207)             --         (10,207)           (832)
          Accounts payable                                      --           6,372              --          (3,307)         32,553
                                                          --------        --------      ----------        --------      ----------
                                                           (73,158)        (77,660)       (158,475)        (94,649)       (388,338)
                                                          --------        --------      ----------        --------      ----------

INVESTING ACTIVITIES
       Purchase of fixed assets                             (2,579)            (93)         (7,285)         (1,602)        (13,429)
                                                          --------        --------      ----------        --------      ----------

FINANCING ACTIVITIES
       Issuance of common stock                                 --          78,511         245,000          87,011         513,697
       Net (repayment) advances from shareholders          (15,910)         18,090         (55,757)         31,710         (73,674)
                                                          --------        --------      ----------        --------      ----------
                                                           (15,910)         96,601         189,243         118,721         440,023
                                                          --------        --------      ----------        --------      ----------

EFFECT OF EXCHANGE RATE CHANGES                             (8,335)          5,278           1,692           2,428          (9,570)
                                                          --------        --------      ----------        --------      ----------

INCREASE (DECREASE) IN CASH                                (99,982)         24,126          25,175          24,898          28,686
                                                          --------        --------      ----------        --------      ----------

CASH, BEGINNING OF PERIOD                                  128,668           1,054           3,511             282              --
                                                          --------        --------      ----------        --------      ----------

CASH, END OF PERIOD                                         28,686          25,180          28,686          25,180          28,686
                                                          --------        --------      ----------        --------      ----------

SUPPLEMENTAL DISCLOSURES

     Interest paid                                              --              --              --              --              --
     Taxes paid                                                 --              --              --              --              --
                                                          ========        ========      ==========        ========      ==========
</TABLE>

SUPPLEMENTARY NON-CASH INFORMATION (Note 7)

   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                           CHINA HEALTH HOLDING, INC.
                       (formerly A E&E Pharma Corporation)
                          (a development stage company)

          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2005

--------------------------------------------------------------------------------
1.    NATURE OF OPERATIONS AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------

      China Health Holding, Inc. (the "Company") is a Nevada company
      incorporated on April 3, 2002 as A E&E Pharma Corporation. The Company
      changed its name to China Health Holding, Inc. on May 25, 2004. The
      Company is a development stage company that was formed to market and
      distribute proprietary natural medicinal products. The Company's product
      line includes King of Herbs-based products, Taoist Medicinal products, and
      a line of natural multi-vitamins and supplements. All of the Company's
      products are based on traditional Chinese medicine and the principals of
      Taoism (see Note 3).

      The Company completed a form SB-2 registration statement with the United
      States Securities and Exchange Commission on February 11, 2005 and
      received approval from the NASD for the listing of the Company's shares
      for trading on the Over the Counter Bulletin Board ("OTCBB') on April 18,
      2005.

      On April 29, 2005, the Company formed two wholly-owned subsidiaries, China
      Health Pharmaceutical Corporation and China Health World Trade
      Corporation.

      Unaudited Interim Financial Statements

      The accompanying unaudited interim financial statements have been prepared
      in accordance with generally accepted accounting principles for interim
      financial information and in accordance with the instructions to Form
      10-QSB of Regulation S-B. They do not include all information and
      footnotes required by generally accepted accounting principles for
      complete financial statements. In the opinion of management, all
      adjustments considered necessary for a fair presentation, consisting
      solely of normal recurring adjustments, have been made. Operating results
      for the six months ended June 30, 2005 are not necessarily indicative of
      the results that may be expected for the year ended December 31, 2005.

--------------------------------------------------------------------------------
2.    SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

      a)    Basis of presentation

            These financial statements have been presented in U.S. dollars and
            prepared in accordance with United States Generally Accepted
            Accounting Principles ("US GAAP"). The Company's year end is
            December 31.

            The financial statements have been prepared on the basis of a going
            concern which contemplates the realization of assets and the
            satisfaction of liabilities in the normal course of business. The
            Company has incurred significant losses since inception and further
            losses are anticipated in the development of its products raising
            substantial doubt as to the Company's ability to continue as a going
            concern.

            The Company will depend almost exclusively on outside capital to
            complete the development and marketing of its intellectual property.
            Such outside capital will include the sale of additional stock and
            may include commercial borrowing. There can be no assurance that
            capital will be available as necessary to meet these development
            costs or, if the capital is available, that it will be on terms
            acceptable to the Company. The issuances of additional equity
            securities by the Company may result in a significant dilution in
            the equity interests of its current stockholders. Obtaining
            commercial loans, assuming those loans would be available, will
            increase the Company's liabilities and future cash commitments. If
            the Company is unable to obtain financing in the amounts and on
            terms deemed acceptable, the business and future success may be
            adversely affected.


                                       5
<PAGE>

            Given the Company's limited operating history, lack of sales, and
            its operating losses, there can be no assurance that it will be able
            to achieve or maintain profitability. Accordingly, these factors
            raise substantial doubt about the Company's ability to continue as a
            going concern.

      b)    Consolidation

            The consolidated financial statements include the accounts of the
            Company and its wholly-owned subsidiaries, China Health
            Pharmaceutical Corporation and China Health World Trade Corporation.
            All significant intercompany transactions and account balances have
            been eliminated.

      c)    Use of estimates and assumptions

            Preparation of the Company's financial statements in conformity with
            United States generally accepted accounting principles requires
            management to make estimates and assumptions that affect certain
            reported amounts and disclosures. Accordingly, actual results could
            differ from those estimates.

      d)    Prepaid expenses

            The Company records as prepaid expenses amounts paid in advance for
            which the associated expense will be incurred in a subsequent
            period.

      e)    Fixed assets

            Fixed assets are stated at cost. Depreciation is computed at the
            following rates over the estimated useful lives of the assets:

                  Computer - 30% declining balance
                  Furniture and fixtures - 20% declining balance

      f)    Intangible assets

            The Company has adopted the provision of the Statement of Financial
            Accounting Standards No. 142 ("SFAS No.142"), "Goodwill and
            Intangible Assets", which revises the accounting for purchased
            goodwill and intangible assets. Under SFAS 142, goodwill and
            intangible assets with indefinite lives are no longer amortized and
            are to be tested for impairment annually or whenever events or
            circumstances indicate that the estimated fair value is less than
            the related carrying value as determined on a reporting unit basis.
            The determination of any impairment would include a comparison of
            estimated future operating cash flows anticipated during the
            remaining life with the net carrying value of the asset as well as a
            comparison of the fair value to book value of the Company.
            Management has determined that the Company's proprietary rights and
            formulas described in Note 3(a) have indefinite lives and as such
            are not subject to amortization and further that no impairment of
            the carrying value of these intangible assets has occurred.

            Costs incurred in connection with the licence agreements entered
            into as described in Note 3(b) would normally be amortized on a
            straight-line basis over the term of the underlying licence
            agreements and then tested for impairment annually in accordance
            with SFAS 144, "Accounting for the Impairment on Disposal of
            Long-Lived Assets" (SFAS No.144). The determination of any
            impairment would include a comparison of estimated future operating
            cash flows anticipated during the remaining life with the net
            carrying value of the asset. Management has determined that it is
            not possible at this time to estimate future cash flows from these
            assets and has recorded an impairment charge of $182,874 in 2004 to
            reduce the carrying value of these intangible assets to $1.

            Management has determined that the Company's proprietary rights and
            formulas described in Note 3(c) have indefinite lives and as such
            are not subject to amortization. Management has, however, determined
            that it is not possible at this time to estimate future cash flows
            from these assets and has recorded an impairment charge of
            $1,359,999 in 2005 to reduce the carrying value to $1.


                                       6
<PAGE>

      g)    Revenue Recognition

            The Company's revenue is primarily derived from the sale of herbal
            medicinal products and natural food supplements. The Company records
            revenue when the amount is fixed or determinable, delivery has
            occurred or services have been performed and both title and risk of
            loss have transferred to the customer, and collection is reasonably
            assured.

      h)    Fair value of financial instruments

            In accordance with the requirements of SFAS No.107, the Company has
            determined the estimated fair value of financial instruments using
            available market information and appropriate valuation
            methodologies. The fair value of financial instruments classified as
            current assets or liabilities including cash, accounts payable and
            amounts due to shareholders, approximate carrying value due to the
            short-term maturity of the instruments.

      i)    Foreign currency translation

            The financial statements are presented in United States dollars. In
            accordance with Statement of Financial Accounting Standards No.52,
            "Foreign Currency Translation" (SFAS No.52), foreign denominated
            monetary assets and liabilities are translated to their United
            States dollar equivalents using foreign exchange rates which
            prevailed at the balance sheet date. Revenue and expenses are
            translated at average rates of exchange during the year. Related
            translation adjustments are reported as a separate component of
            stockholders' equity, whereas gains or losses resulting from foreign
            currency transactions are included in results of operations.

      j)    Income taxes

            The Company follows the liability method of accounting for income
            taxes. Under this method, deferred income tax assets and liabilities
            are recognized for the estimated tax consequences attributable to
            differences between the financial statement carrying values and
            their respective income tax basis (temporary differences). The
            effect on deferred income tax assets and liabilities of a change in
            tax rates is recognized in income in the period that includes the
            enactment date. At June 30, 2005, full deferred tax asset valuation
            allowance has been provided and no deferred tax asset benefit has
            been recorded.

      k)    Net loss per common share

            Basic earnings (loss) per share includes no dilution and is computed
            by dividing income available to common stockholders by the weighted
            average number of common shares outstanding for the period. Dilutive
            earnings (loss) per share reflect the potential dilution of
            securities that could share in the earnings of the Company. The
            accompanying presentation is only of basic loss per share as the
            potentially dilutive factors are anti-dilutive to basic loss per
            share.

      l)    Stock-based compensation

            In December 2002, the Financial Accounting Standards Board issued
            Financial Accounting Standard No. 148, "Accounting for Stock-Based
            Compensation - Transition and Disclosure ("SFAS No. 148"), an
            amendment of Financial Accounting Standard No. 123 "Accounting for
            Stock-Based Compensation" ("SFAS No. 123). The purpose of SFAS No.
            148 is to: (1) provide alternative methods of transition for an
            entity that voluntarily changes to the fair value based method of
            accounting for stock-based employee compensation; (2) amend the
            disclosure provisions to require prominent disclosure about the
            effects on reported net income of an entity's accounting policy
            decisions with respect to stock-based employee compensation; and (3)
            to require disclosure of those effects in interim financial
            information. The disclosure provisions of SFAS No. 148 were
            effective for the Company for the year ended December 31, 2002.

            The Company has elected to continue to account for stock-based
            employee compensation arrangements in accordance with the provisions
            of Accounting Principles Board Opinion No. 25, "Accounting for Stock
            Issued to Employees", ("APB No.25") and comply with the disclosure
            provisions of SFAS No. 123 as amended by SFAS No. 148 as described
            above. In addition, in accordance with SFAS No. 123, the Company
            applies the fair value method using the Black-Scholes option-pricing
            model in accounting for options granted to consultants. Under APB
            No. 25, compensation expense is recognized based on the difference,
            if any, on the date of grant between the estimated fair value of the
            Company's stock and the amount an employee must pay to acquire the
            stock. Compensation expense is recognized immediately for past
            service and pro-rata for future service over the option-vesting
            period.


                                       7
<PAGE>

            In accordance with SFAS No. 123, the Company applies the fair value
            method using the Black-Scholes option-pricing model in accounting
            for options granted to consultants.

            The Company accounts for equity instruments in exchange for the
            receipt of goods or services from other than employees in accordance
            with SFAS No. 123 and the conclusions reached by the Emerging Issues
            Task Force in Issue No. 96-18, "Accounting for Equity Instruments
            That Are Issued to Other than Employees for Acquiring or in
            Conjunction with Selling Goods or Services" ("EITF 96-18"). Costs
            are measured at the estimated fair market value of the consideration
            received or the estimated fair value of the equity instruments
            issued, whichever is more reliably measurable. The value of equity
            instruments issued for consideration other than employee services is
            determined on the earlier of a performance commitment or completion
            of performance by the provider of goods or services as defined by
            EITF 96-18.

      m)    Recent accounting pronouncements

            In December 2004, the FASB issued Statement of Financial Accounting
            Standards ("SFAS") No. 123R, Share-Based Payment, which establishes
            standards for the accounting for transactions in which an entity
            exchanges its equity instruments for goods or services. A key
            provision of this statement is the requirement of a public entity to
            measure the cost of employee services received in exchange for an
            award of equity instruments (including stock options) based on the
            grant date fair value of the award. That cost will be recognized
            over the period during which an employee is required to provide
            service in exchange for the award (i.e., the requisite service
            period or vesting period). This standard becomes effective for the
            Company for the interim period beginning after December 15, 2005.
            Management is currently evaluating the impact of this standard on
            the Company's financial condition and results of operations.

            In December 2004, the FASB issued SFAS No. 153, Exchanges of
            Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting
            for Non-monetary Transactions ("SFAS 153") SFAS 153 requires that
            exchanges of non-monetary assets are to be measured based on fair
            value and eliminates the exception for exchanges of non-monetary,
            similar productive assets, and adds an exemption for non-monetary
            exchanges that do not have commercial substance. SFAS 153 will be
            effective for fiscal periods beginning after June 15, 2005.
            Management does not believe that the adoption of this standard will
            have a material impact on the Company's financial condition or
            results of operations.

--------------------------------------------------------------------------------
3.    INTANGIBLE ASSETS
--------------------------------------------------------------------------------

      a)    Asset purchase agreement

            Pursuant to an asset purchase agreement dated May 1, 2004, the
            Company acquired from the Company's President and a significant
            shareholder proprietary rights and formulas to the 26 natural herbal
            medicinal products that comprise the King of Herbs and Taoist
            Medicine product lines. In exchange for the proprietary rights and
            formulas to these products, the Company agreed to pay total
            consideration as follows:

                  - 2,200,000 common shares at a fair value
                    of $0.087 per share                                 $191,307
                 -  Due to shareholders (Note 5)                         175,000
                                                                        --------
                                                                        $366,307
                                                                        ========

            In addition, the Company agreed to pay its President and the
            shareholder a combined total royalty equal to 5% of annual gross
            sales of the products until May 1, 2009.

                                       8
<PAGE>

            For accounting purposes, the Company has recorded the cost of
            acquiring the proprietary rights and formulas as intangible assets
            at the related party vendor's carrying value of $1. The excess of
            the purchase price over the carrying value of the intangible assets
            totalling $366,306 has been expensed as incurred in 2004 as research
            and development costs.

      b)    Licensing rights agreement

            On March 9, 2004, the Company entered into an initial licensing
            agreement with Hotway Nutraceuticals Canada Co., Ltd. ("Hotway"), a
            British Columbia company (the "Cordyceps Agreement"). Under this
            agreement Hotway has granted the Company exclusive licenses to 19
            cordyceps products for a term of twenty years in the following
            countries: United States, Canada, Argentina, Brazil, Columbia,
            Chile, Uruguay, Paraguay, England, France, Germany, Italy, Spain,
            Holland, Poland, Switzerland, Sweden, Australia, Monaco, Norway,
            Denmark, Austria, Ireland, Israel, Kuwait, Iran, Hong Kong, Japan,
            Malaise, Singapore, India, Indonesia and the People's Republic of
            China. The licensing agreement grants the Company (a) the exclusive
            license to utilize 19 neutraceutical products and their raw
            materials in the above-listed territories; (b) the exclusive rights
            to register the Trademarks/Trade Names of the products under the
            Company's name in each of the above-listed territories; (c) the
            exclusive license to use, replicate, copy, modify, adopt and
            manufacture the products for the purpose of developing derivative
            products by modifying, refining, upgrading, or improving the
            licensed property; and (d) the exclusive rights to the licensed
            products' ingredients. In addition, Hotway granted the Company a
            right of first refusal to acquire any new products developed by
            Hotway after January 9, 2004. In consideration for rights granted
            under the licensing agreement, the Company agreed to pay Hotway
            $10,000 for each country listed above, for a total of $330,000,
            originally due to Hotway by March 9, 2005. The Company also agreed
            to: (a) sell a minimum of 2,000 bottles/60 capsules of the licensed
            products within 6-12 months after March 9, 2004; (b) manage
            marketing programs for the licensed products within 3-6 months after
            March 9, 2004; (c) maintain sales of a minimum of 6,000 bottles/60
            capsules annually for each above-listed country within 6-12 months
            after March 9, 2004; and (d) sell a minimum of 200kg/month of raw
            materials in Canada within 6-12 months after March 9, 2004.

            On March 9, 2004, the Company entered into a licensing agreement
            with Hotway (the "De-Daibe Agreement"), which grants the Company
            exclusive licenses to De-Daibe and Depressor Herbs neutraceutical
            products for a term of twenty years in the following countries:
            United States, Canada, Argentina, Brazil, Columbia, Chile, Uruguay,
            Paraguay, England, France, Germany, Italy, Spain, Holland, Poland,
            Switzerland, Sweden, Australia, Monaco, Norway, Denmark, Austria,
            Ireland, Israel, Kuwait, Iran, Hong Kong, Japan, Malaise, Singapore,
            India, Indonesia and the People's Republic of China. This licensing
            agreement grants the Company (a) the exclusive license to utilize
            the De-Daibe and Depressor Herbs neutraceutical products and their
            raw materials in the above-listed territories; (b) the exclusive
            rights to register the Trademarks/Trade Names of the products under
            the Company's name in each of the above-listed territories; (c) the
            exclusive license to use, replicate, copy, modify, adopt and
            manufacture the products for the purpose of developing derivative
            products by modifying, refining, upgrading, or improving the
            licensed property; and (d) the exclusive rights to the licensed
            products' ingredients. In addition, Hotway granted the Company a
            right of first refusal to acquire any new products developed by
            Hotway after March 9, 2004. In consideration for rights granted
            under this licensing agreement, the Company agreed to pay Hotway
            $10,000 for each country listed above, for a total of $330,000
            originally due to Hotway by March 9, 2005. The Company also agreed
            to: (a) sell a minimum of 2,000 bottles/60 capsules of the licensed
            products within 6-12 months after March 9, 2004; (b) manage
            marketing programs for the licensed products within 3-6 months after
            March 9, 2004; (c) maintain sales of a minimum of 6,000 bottles/60
            capsules annually for each above-listed country within 6-12 months
            after March 9, 2004; and (d) sell a minimum of 200kg/month of raw
            materials in Canada within 6-12 months after March 9, 2004.

            Under the terms of the original Cordyceps and De-Daibe agreements
            ("Exclusive Licensing Agreements"), if the Company fails to meet any
            of the licensing commitments, the license agreements will terminate
            and all obligations under the agreements terminate. Upon expiration
            of the Exclusive Licensing Agreements Hotway will own the rights to
            any modifications, upgrades or improvements made to the licensed
            products.

            On November 2, 2004, the Company entered into an agreement with
            Hotway to amend the Exclusive Licensing Agreements (the "Amending
            Agreement"). The Amending Agreement amended certain payment terms
            under the Exclusive Licensing Agreements as follows: (1) the Company
            shall issue to Hotway 760,000 shares of common stock; and (2) pay an
            aggregate of $100,000 to Hotway no later than 90 days after the
            Company's common stock has been approved for quotation on the OTC
            Bulletin Board. Other than this consideration, the Company is not
            required to make royalty or any other payments of any kind to Hotway
            in respect of the Exclusive Licensing Agreements. In the event that
            the Company does not pay or issue this consideration to Hotway, then
            the Exclusive Licensing Agreements will terminate and all other
            obligations under the Exclusive Licensing Agreements will terminate.
            This amendment supercedes the previous consideration that the
            Company owed to Hotway under the Exclusive Licensing Agreements. The
            Amending Agreement provides that the Company is only obligated to
            use its best efforts in connection with the sales/marketing volumes
            contained in the Exclusive Licensing Agreements. The Amending
            Agreement also provides that the Company shall have the exclusive
            licensing rights on any future improvements to the products that are
            licensed to the Company under the Exclusive Licensing Agreements.


                                       9
<PAGE>

            On November 2, 2004, 760,000 common shares with a fair value of
            $0.25 each were issued to Hotway representing total consideration of
            $190,000 paid in respect of these licences. The Company recorded
            amortization of $7,125 to December 31, 2004. Management has
            determined that it is not possible at this time to estimate future
            cash flows to be generated from these licences and accordingly an
            impairment charge equal to the unamortized balance of $182,874 has
            been recorded leaving a carrying value of $1.

      c)    Asset purchase agreement

            Pursuant to an asset purchase agreement dated March 22, 2005, the
            Company acquired from the Company's shareholders intellectual rights
            to 108 Taoist medicinal products. In exchange for the rights, the
            Company agreed to pay total consideration as follows:

                  - 4,500,000 common shares at a fair value
                    of $0.30 per share                                $1,350,000
                  - Payable to shareholder                                10,000
                                                                      ----------
                                                                      $1,360,000

            In addition, the Company agreed to pay the shareholders a combined
            total royalty equal to 5% of annual gross sales of the products
            until March 22, 2039.

            Management has determined that it is not possible at this time to
            estimate future cash flows to be generated from these rights and
            accordingly an impairment charge equal to $1,359,999 has been
            recorded leaving a carrying value of $1.

--------------------------------------------------------------------------------
4.    FIXED ASSETS
--------------------------------------------------------------------------------

                                              June 30,      Dec.31,
                                               2005          2004
                                                 $             $
                                              -------      -------
          Computer                             11,443        5,766
          Furniture and Fixtures                1,986          378
                                              -------      -------
                                               13,429        6,144

          Less:  accumulated depreciation      (2,271)      (1,012)
                                              -------      -------
                                               11,158        5,132
                                              =======      =======

--------------------------------------------------------------------------------
5.    DUE TO SHAREHOLDERS
--------------------------------------------------------------------------------

      The amount due to shareholders bears interest at 10% per annum, is
      unsecured and has no specific date of repayment (Note 8).


                                       10
<PAGE>

--------------------------------------------------------------------------------
6.    CAPITAL STOCK
--------------------------------------------------------------------------------

      The authorized capital of the Company consists of 300,000,000 voting
      common shares with $0.001 par value and 20,000,000 voting preferred shares
      with $0.001 par value. On March 28, 2005, the Company increased the
      authorized common shares from 55,000,000 shares to 300,000,000 shares.

      The Company has issued common shares as follows:

<TABLE>
<CAPTION>
                                                                                   Additional
                                                            Common shares           Paid in
                                                      Number           Amounts      Capital          Total
                                                                         $             $               $
                                                     --------------------------------------------------------
<S>                                                  <C>                <C>         <C>             <C>
Balance, December 31, 2004                           36,522,700         36,523      2,293,570       2,330,093
Issued for cash at $0.25 per share                    1,080,000          1,080        268,920         270,000
Issued for consulting and  professional services
at an average of $0.30 per share                        892,900            893        264,632         265,525
Issued for intellectual rights (Note 3(c))            4,500,000          4,500      1,345,500       1,350,000
Finder fee paid                                              --             --        (25,000)        (25,000)
                                                     ----------     ----------     ----------      ----------

Balance, June 30, 2005                               42,995,600         42,996      4,147,322       4,190,618
                                                     ==========     ==========     ==========      ==========
</TABLE>

      The Company has granted stock options as follows:

                           Weighted Average
                              Number of      Weighted average      Remaining
                              Options        Exercise price     contractual Life

Balance, December 31, 2004    6,600,000           $0.11           3.33 years

Issued                        1,200,000            0.36                   --
Expired                        (100,000)           0.10                   --
Cancelled                    (1,400,000)           0.13                   --

Balance, June 30, 2005        6,300,000           $0.15           2.96 years

      i.    The Company granted 1,200,000 stock options to consultants and
            officers with an exercise price from $0.30 to $0.80 subject to
            immediate vesting. The intrinsic value of these options at the date
            of grant was $Nil. The Company determined that there was no
            additional fair value resulting from application of the fair value
            method using the Black Scholes option pricing model as there was no
            established market for trading in the Company's shares and, as such,
            the volatility factor was 0%. Accordingly, no stock-based
            compensation was recorded for the options.

      The Company has issued share purchase warrants as follows:

                                Number of     Weighted Average
                                Warrants       Exercise Price

Balance, December 31, 2004        339,000         $0.56

Issued                          1,080,000          0.75
Expired                          (200,000)         0.75
                               ----------         -----

Balance, June 30, 2005          1,219,000         $0.70
                               ==========         =====


                                       11
<PAGE>

      i.    During 2005, the Company issued 1,080,000 units at $0.25 per unit.
            Each unit consisted of one common share and one share purchase
            warrant. Each warrant entitles the holder to purchase an additional
            common share for $0.75 and must be exercised within one year from
            the date of grant.

--------------------------------------------------------------------------------
7.    SUPPLEMENTARY NON-CASH INFORMATION
--------------------------------------------------------------------------------

      The Company entered into the following non-cash transactions:

      a)    During 2005, the Company issued 4,500,000 common shares with a fair
            value of $0.30 per share as partial consideration for the purchase
            of licensing rights. (See Note 3 (c)).

      b)    During 2004, the Company issued 1,000,000 common shares with a fair
            value of $0.25 per share pursuant to a two-year services agreement.
            In 2004, $46,875 was recorded as consulting fees and $203,125 was
            recorded as prepaid expenses. Pursuant to the same agreement, the
            Company granted 1,000,000 stock options to the consultant with an
            exercise price of $0.10 per share subject to immediate vesting.
            These options were granted in respect of a contract that required
            services to be performed over a two year term. The intrinsic value
            of these options at the date of grant was estimated to be $150,000.
            In 2004, $9,375 was recorded as a consulting fee and $140,625 was
            recorded as a prepaid expense.

            During 2005, this services agreement was cancelled. The Company and
            the consultant agreed that 700,000 out of the 1,000,000 common
            shares issued in 2004 were to be returned to the Company for
            cancellation. Accordingly, $28,125 was recorded as consulting fees
            and $175,000 was recorded as shares to be returned for cancellation.

            Both parties also agreed to cancel 1,000,000 stock options granted
            in 2004. During 2005, the balance of $140,625 in prepaid expense was
            recorded as consulting fee.

      c)    During 2005, the Company issued 892,900 common shares with fair
            values ranging from $0.25 to $0.30 for a total value of $265,225.
            $190,225 was recorded as consulting expenses and $75,000 was
            recorded as professional fees.

--------------------------------------------------------------------------------
8.    RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

      The Company has entered into the following related party transactions:

      a)    Accrued management and consulting fees to directors, officers and
            shareholders totalling $130,800 (June 30, 2004 - $35,448);

      b)    Accrued interest expense on amounts due to directors and
            shareholders totalling $69,122 (June 30, 2004 - $4,024);

      c)    Recorded sales of herbal product to directors and shareholders
            totalling $Nil (June 30, 2004 - $4,021);

      d)    Acquired intellectual property from shareholders with a total cost
            of $1,360,000 (see Note 3 and 7).


                                       12
<PAGE>

--------------------------------------------------------------------------------
9.    COMMITMENTS
--------------------------------------------------------------------------------

      Pursuant to various management and consulting contracts the Company has
      committed to pay fees and issue common stock as follows:

      -     pay a monthly management fee of $18,000 to the Company's President
            starting on April 1, 2005 and pay a 3% royalty on gross sales of the
            Company.
      -     pay a monthly consulting fee of $10,000 to a shareholder and officer
            of the Company.
      -     pay a monthly consulting fee of $7,500 for investor relations
            services. The Company will issue additional 375,000 common shares if
            the Company continues the service after August 2005.
      -     issue 100,000 common shares as compensation for consulting services
            to an officer on March, 2006.

      (See also Note 3)

--------------------------------------------------------------------------------
10.   INCOME TAXES
--------------------------------------------------------------------------------

      The Company has incurred operating losses from inception to June 30, 2005
      that may be available to offset future taxable income. The Company has
      adopted FASB No. 109 for reporting purposes. The potential tax benefit of
      these losses has not been recorded and a full deferred tax asset valuation
      allowance has been provided due to the uncertainty regarding the
      realization of these losses.

--------------------------------------------------------------------------------
11.   SUBSEQUENT EVENT
--------------------------------------------------------------------------------

      Subsequent to the June 30, 2005 period end, the Company granted a total of
      450,000 stock options to consultants with exercise prices of $1.00 per
      share, exercisable for two years from the date of grant.


                                       13
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

Forward Looking Statements

      This Quarterly Report on Form 10-QSB contains forward-looking statements
within the meaning of section 27A of the Securities Act of 1933, as amended, and
section 21E of the Securities Exchange Act of 1934, as amended. In addition, we
may from time to time make oral forward-looking statements. These statements may
generally be identified by the use of such words as "expect," "anticipate,"
"believe," "intend," "plan," "will," or "shall." These forward-looking
statements are based on current expectations and entail various risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of a number of factors,
including those set forth below under "Risk Factors." When reading the sections
titled "Results of Operations," you should also read our financial statements
and related notes included elsewhere herein, our Annual Report on Form 10-KSB
for the year ended December 31, 2004, and the section below entitled "Risk
Factors." We disclaim any obligation to update any forward-looking statements as
a result of developments occurring after the date of this Quarterly Report.

Background

      China Health Holding, Inc. is a development stage company that was formed
in 2002 for the purpose of manufacturing, marketing and distributing proprietary
natural medicinal products. On April 3, 2002, we were incorporated under the
laws of the State of Nevada under the name A E&E Pharma Corporation. On May 25,
2004, we changed our name to China Health Holding, Inc. We intend to market and
distribute proprietary natural medicinal products. Our product lines include:

      1.    King of Herbs-based products;

      2.    Taoist Medicinal products; and

      3.    A line of natural multi-vitamins and supplements.

      All of our products are based on traditional Chinese medicine and the
principals of Taoism. Taoist philosophy and Taoist medicinal healing practices
have been incorporated into a broad spectrum of medical practices and treatments
in the People's Republic of China. Traditional Chinese medicine practices have
generally been labeled worldwide as "alternative medicine" or "holistic
medicine" since they rely more on natural remedies versus chemical remedies and
treatments.

      We have had nominal revenues since our inception. We will attempt to
launch our King of Herbs and Taoist Medicinal product lines and our Vitamins and
Supplement product line over the next six to twelve months, if we are successful
raising at least $5 million of financing. All of the products for our three
product lines are fully developed. All of our manufacturing is currently
outsourced to third parties. We anticipate that we will generate revenues from
sales of our herbal supplement products (1) through our website that we launched
in May of this year, (2) through retail and wholesale distributors, and (3)
through the establishment of retail stores and franchises in major cities in
North America. While all of our current operations and sales are in Canada, we
anticipate expanding our sales into the United States and, thereafter, into
regions of Europe and Asia as we continue to grow our business.

      On April 29, 2005, we formed two wholly owned subsidiaries: (1) China
Health World Pharmaceutical Corporation; and (2) China Health World Trade
Corporation. Both subsidiaries are currently dormant with no operating activity.
We plan to conduct our proposed pharmaceutical operations through China Health
World Pharmaceutical Corporation and our proposed sales activities through China
Health World Trade Corporation.

Products

      We intend to market and sell proprietary neutraceutical products.
Neutraceuticals are products isolated or purified from plants or other foods
that are sold in dosage form. These products are intended to provide certain
physiological benefits and/or protection against chronic disease.
Neutraceuticals are commonly referred to as "dietary supplements" or
"nutritional supplements." Neutraceuticals are generally viewed as preventive
supplements, as opposed to drugs, which are active chemical substances used to
treat illnesses or symptoms of illnesses. Neutraceuticals represent an
alternative approach to medicine, based on nutrition and the health or wellness
of the body. Since most of our products are considered to be dietary
supplements, as opposed to pharmaceutical products or drugs, our existing
product line is not subject to stringent clinical testing. All of our products
will be manufactured under Good Manufacturing Practices rules and standards and
regulations of Health Canada and the Food and Drug Administration ("FDA") of the
United States.


                                       14
<PAGE>

King of Herbs Product Line

      King of Herbs is a term that we use to refer to the main proprietary
herbal formulations that are essential to all of our products. The herbs that
make up King of Herbs have been used in Chinese medicine to reinforce what is
called the body's vital energy source, or qii. Qii is a Chinese medical term for
the human body's energy. This product line is intended to improve and increase
energy and endurance levels, sexual function and the health and wellness of the
entire body. We have developed proprietary formulations that target certain
physiological conditions which we intend to market and sell to the public.

Taoist Medicinal Product Line

      Taoist medicinal healing sciences have been incorporated into a broad
spectrum of medical practices and treatments in the People's Republic of China
and are collectively known as traditional Chinese medicine. From a global
perspective, medical treatments are divided into two broad categories: western
medicine and traditional Chinese medicine. In the United States and other
western countries, traditional Chinese treatments have been labeled "alternative
medicine" or "holistic medicine." The products in our Taoist Medicinal product
line are considered to be dietary supplements. They are based on the principles
of traditional Chinese medicine and Taoist healing sciences. Taoism is an
ancient worldview that acknowledges the movement towards balance inherent in all
things. Our Taoist Medicinal product line is intended to enhance the
cardiovascular system, strengthen the immune system, enhance the respiratory
system, improve liver and kidney function, increase overall vitality and
longevity and enhance sexual function.

Multi-Vitamins and Supplements

      This product line will offer a full compliment of 100% natural
multi-vitamins and multi-mineral food supplements. These products are intended
to support the immune system, increase energy, provide stress relief, strengthen
bones, enhance mental clarity and support relaxation and overall vitality.

Results of Operations

      We had a net loss of $317,831 for the three months ended June 30, 2005 as
compared to a net loss of $249,484 for the three months ended June 30, 2004. The
increase in net loss was the result of an increase in operating expenses. For
the three months ended June 30, 2005, we incurred $37,589 of advertising and
promotional expenses, $177,073 of consulting fees, $54,000 of management fees,
and $32,383 of professional fees. Our operating expenses for the three months
ended June 30, 2005 were offset by a decrease in research and development
expenses as compared to the same period in 2004.

      We had a net loss of $2,086,820 for the six months ended June 30, 2005 as
compared to a net loss of $319,434 for the six months ended June 30, 2004. The
increase in net loss was the result of an increase in operating expenses. For
the six months ended June 30, 2005, we incurred $46,302 of advertising and
promotional expenses, $389,525 of consulting fees, $1,359,999 of expenses due
under licensing agreements as compared to the same period in 2004 when we did
not incur any expense in connection with amounts due under licensing agreements,
$84,000 of management fees, and $152,870 of professional fees.

      Net loss of $4,406,442 for the period from April 3, 2002 (inception) to
June 30, 2005 included of $93,312 of advertising and promotional expenses,
$820,661 of consulting fees, $1,542,873 of expenses due under licensing
agreements, $43,742 of interest and bank charges, $79,597 of loss incurred in
connection with the settlement of debts, $893,000 of management fees, $478,914
of professional fees, $42,535 of rent and $366,306 of expenses associated with
the costs of research and development.

Liquidity and Capital Resources

      As of June 30, 2005, we had cash of $28,686 and current liabilities of
$450,275. As of June 30, 2005, we had a working capital deficiency of $411,855
and an accumulated deficit of $4,406,442. With our current resources we expect
to be able to satisfy our cash requirements through December 31, 2005. In order
to sustain our current level of operations, we will need to raise at least
$1million over the next six to twelve months. In order to expand our business,
fund future development and begin marketing and selling our three product lines
we will need to raise at least $5 million over the next six to twelve months. We
intend to seek outside debt and equity financing, to the extent that such
funding is available under reasonable terms and conditions. We have not yet
sought any commitments for such financing and no assurance can be given that
additional financing will be available, or if available, will be on acceptable
terms.

      We have no off balance sheet arrangements as defined by Item 303(c) of
Regulation S-B.


                                       15
<PAGE>

Future Development

      We expect to focus our resources over the next six to twelve months on
expanding the scope of our three product lines, and expanding our business
operations from Canada into the United States and Europe. To expand our
operations, we plan to implement a worldwide marketing strategy for our
products, and develop our website that we launched in May of this year to allow
for Internet purchases. Our worldwide marketing strategy involves a website that
has multi-language and multi-currency capabilities, media advertising in
multiple countries and distribution agreements throughout the world.

      As we attempt to grow, we intend to establish regional sales teams in the
United States and ultimately internationally. These sales teams will work with
distributors and retailers in their regions to promote and sell our products.
Also, together with investor relations consultants we will attempt to develop a
marketing plan to promote our brand name and product lines. Currently, we do not
have any agreements with retail or wholesale distributors. Our management will
attempt to work to negotiate and enter into retail and wholesale distribution
agreements for our products over the next six to twelve months. We will also
attempt to open retail outlets in large cities in North America, Europe and the
People's Republic of China over the next five years. We have not yet located any
sites to establish retail stores, but are initially looking for locations in New
York, Los Angeles, San Francisco, Seattle, Las Vegas or other large cities in
the United States. We anticipate that we will open our first retail storefront
in the United States within the next six to twelve months.

      If we are successful in raising $5 million of financing in order to expand
our business and fund future development, we anticipate the following expenses
over the next twelve months: (a) $150,000 to develop our Internet website and
e-commerce system; (b) $150,000 for media advertising to promote our brand name;
(c) $200,000 for our research and development program; (d) $2,000,000 to
establish our first retail outlet in the United States, including an integrated
inventory management/manufacturing/sales computer system; (e) $200,000 for an
investor relations program; (f) $500,000 for professional and consultant fees;
and (g) $1,800,000 for general working capital, including product development,
inventory, and general and administrative expenses. We do not expect to purchase
or sell significant equipment or to significantly increase the number of our
employees over the next twelve months.

      If we are only successful in raising $1 million of financing to sustain
our current level of business operations, we anticipate the following expenses
over the next twelve months: (a) $20,000 to develop our Internet website and
e-commerce system; (b) $200,000 for media advertising to promote our brand name;
(c) $60,000 for our research and development program; (d) $250,000-$400,000 to
begin the process of establishing our first retail outlet in the United States;
(e) $50,000 for an investor relations program; (f) $150,000-$250,000 for
professional and consultant fees; and (g) $200,000-$300,000 for general working
capital, including product development, inventory, and general and
administrative expenses. We do not expect to purchase or sell significant
equipment or to significantly increase the number of our employees over the next
twelve months.

Research and Development

      We expect to pay approximately $200,000 over the next six months to
scientific consultants in the People's Republic of China to identify and work
with new product candidates held by third parties that we will ultimately
attempt to acquire the rights to. Each of the formulations would be considered
by the FDA to be unapproved new drugs and will require approval by the FDA or
foreign regulators before we can sell them. If approval of such products by the
FDA or foreign regulators is delayed or cannot be obtained, we will be forced to
delay our plans to market and sell these products. Any delay could adversely
affect our operations.

      As part of our growth strategy, we are currently in negotiations with
respect to a number of product candidates that we intend to license or acquire
for development and commercialization. Proposing, negotiating and implementing
an economically viable product acquisition or license is a lengthy and complex
process. Other companies, including those with substantially greater financial,
marketing and sales resources, may compete with us for the acquisition or
license of product candidates. We may not be able to acquire or license the
rights to additional product candidates on terms that we find acceptable, or at
all. If we are successful acquiring such product candidates, we will be required
to raise additional capital for research and development, regulatory review and
marketing efforts associated with such products. This will require substantial
investment before our new product candidates could provide us with any revenue.
We intend to seek outside debt and equity financing, to the extent that such
funding is available under reasonable terms and conditions, in order to fund our
research and development efforts. We have not yet sought any commitments for
such financing and no assurance can be given that additional financing will be
available, or if available, will be on acceptable terms.


                                       16
<PAGE>

      We also plan to add VG-ALLERGY, VG-EYE and VG-ANTI-TUMOR to the products
in our King of Herbs product line. We acquired the rights to each of these
products under a purchase agreement dated May 1, 2004 with Julianna Lu, our
founder and principal executive officer, and Xiao Fei Yu, our President and one
of our directors. VG-ALLERGY is a product designed to reduce allergic reactions
of the human body. VG-EYE is formulated to prevent deterioration of eyesight.
VG-ANTI-TUMOR is formulated specifically to prevent cancerous growths for cancer
patients who are undergoing chemotherapy treatment. Each of these products would
be considered an unapproved new drug by the FDA and will require an approved New
Drug Application before the products can be marketed in the United States. No
clinical trials have been conducted for these products. The New Drug Application
process is expensive, lengthy and rigorous requiring extensive nonclinical and
clinical trials to be successfully conducted. We intend to seek outside debt and
equity financing, to the extent that such funding is available under reasonable
terms and conditions, in order to fund this process. We have not yet sought any
commitments for such financing and no assurance can be given that additional
financing will be available, or if available, will be on acceptable terms.
Additionally, there is no guarantee that the FDA would accept the data or
approve any New Drug Applications for these products. If approval of these
products by the FDA or foreign regulators is delayed or cannot be obtained, we
will be forced to delay our plans to market and sell these products to
consumers.

Risk Factors

      Our business involves a high degree of risk. Any of the following risks
could materially and adversely affect our business, financial condition, and
results of operations. This could cause the trading price of our common stock to
decline, with the loss of part or all of an investment in our common stock.

Risks Related to our Financial Condition

Our financial status creates doubt whether we will continue as a going concern.

      We reported net losses totaling $2,086,820, $2,098,276 and $149,673 for
the periods ended June 30, 2005, December 31, 2004 and December 31, 2003,
respectively. As of June 30, 2005 we had a working capital deficiency of
$411,855 (current assets less current liabilities) and an accumulated deficit of
$4,406,442. With our current resources we expect to be able to satisfy our cash
requirements through December 2005. In order to expand our current business
operations, fund future development and market and sell our three existing
product lines we will need to raise at least $5 million in financing over the
next twelve months. We intend to raise additional working capital either through
private placements, public offerings and/or bank financing. There are no
assurances that we will be able to achieve a level of revenues adequate to
generate sufficient cash flow from operations or obtain additional financing
through private placements, public offerings and/or bank financing necessary to
support our working capital requirements. To the extent that funds generated
from any private placements, public offerings and/or bank financing are
insufficient, we will have to raise additional working capital. No assurance can
be given that additional financing will be available, or if available, will be
on acceptable terms. These conditions raise substantial doubt about our ability
to continue as a going concern. If adequate working capital is not available we
may be forced to discontinue operations, which would cause investors to lose the
entire amount of their investment.

We need significant infusions of additional capital, which may result in
dilution to our shareholders' ownership and voting rights in our company.

      Based upon our current cash reserves and forecasted operations, we believe
that we will need to obtain at least $1 million of outside funding in order to
sustain our current business operations over the next twelve months, and at
least $5 million of outside funding in order to expand our business, fund future
development and market and sell our three existing product lines. Our need for
additional capital to finance our business strategy, operations, and growth will
be greater should, among other things, revenue or expense estimates prove to be
incorrect. If we fail to arrange for sufficient capital in the future, we may be
required to reduce the scope of our business activities until we can obtain
adequate financing. We may not be able to obtain additional financing in
sufficient amounts or on acceptable terms when needed, which could adversely
affect our operating results and prospects. Debt financing must be repaid
regardless of whether or not we generate profits or cash flows from our business
activities. Equity financing may result in dilution to existing shareholders and
may involve securities that have rights, preferences, or privileges that are
senior to our common stock.


                                       17
<PAGE>

Risks Related to our Business

We are a development stage company and have a limited operating history upon
which an evaluation of our company can be made. For that reason, it would be
difficult for a potential investor to judge our prospects for success.

      We were organized in April 2002 and have had limited operations since our
inception from which to evaluate our business and prospects. There can be no
assurance that our future proposed operations will be implemented successfully
or that we will ever have profits. If we are unable to sustain our operations,
our shareholders may lose their entire investments. We face all the risks
inherent in a new business, including the expenses, difficulties, complications
and delays frequently encountered in connection with conducting operations,
including capital requirements and management's potential underestimation of
initial and ongoing costs. As a new business, we may encounter delays and other
problems in connection with the methods of product distribution that we
implement. We also face the risk that we will not be able to effectively
implement our business plan. In evaluating our business and prospects, these
difficulties should be considered. If we are not effective in addressing these
risks, we will not operate profitably and we may not have adequate working
capital to meet our obligations as they become due.

If we fail to adequately protect or enforce our intellectual property rights,
competitors may produce and market products similar to ours. In addition, we may
be subject to intellectual property litigation and infringement claims by third
parties.

      Our ability to compete effectively is dependent upon the proprietary
nature of the designs, processes, technologies and materials owned by, used by
or licensed to us. All of our intellectual property rights are based on common
law and our license agreements with Hotway Nutraceuticals Canada Co., Ltd. and
from rights to herbal supplement formulas that we obtained from our principal
officers, Ms. Julianna Lu and Mr. Xiao Fei Yu. We do not own and have not
applied for patents, trademarks or any other registrations of our intellectual
properties. Although we attempt to protect such proprietary properties, both in
the United States and in foreign countries through trade secret laws and
non-disclosure agreements, these may be insufficient. In addition, because of
the differences in foreign laws concerning proprietary rights, our products may
not receive the same degree of protection in foreign countries as they would in
the United States. We may not always be able to successfully protect or enforce
our proprietary properties against competitors, which may materially adversely
affect our business.

      In addition, although we do not believe that our products infringe the
rights of others and while to date we have not been subject to such claims, in
the future we may be subject to intellectual property litigation and
infringement claims, which could cause us to incur significant expenses or
prevent us from selling our products. A successful claim of trademark, patent or
other intellectual property infringement against us could adversely affect our
growth and profitability, in some cases materially. Others may claim that our
proprietary or licensed products are infringing their intellectual property
rights, and that our products may infringe those intellectual property rights.
If we are found to have infringed on the intellectual property rights of another
party, licenses for such intellectual property may not be available on favorable
terms or at all. If someone claims that our technology or products infringe
their intellectual property rights, any resulting litigation could be costly and
time consuming and would divert the attention of management and key personnel
from other business issues. The complexity of the technology involved and the
uncertainty of intellectual property litigation increase these risks. We also
may be subject to significant damages or injunctions preventing us from
manufacturing, selling or using some aspect of our products in the event of a
successful claim of patent or other intellectual property infringement. Any of
these adverse consequences could have a material adverse effect on our business
and profitability.

We may incur material product liability costs.

      We are in the business of formulating and selling nutritional supplements
for human consumption. As a distributor of products designed for human
consumption, we are subject to product liability claims if the use of our
products is alleged to have resulted in injury. We may be subject to various
product liability claims, including, among others, allegations that our products
include inadequate instructions for use or inadequate warnings concerning
possible side effects and interactions with other substances. In addition,
although our manufacturers maintain quality controls and procedures with respect
to products that we sell, our products could contain contaminated substances.
All of the products we sell are produced by third-party manufacturers. As a
distributor of products manufactured by third parties, we may also be liable for
various product liability claims for products we do not manufacture even though
we have no control over the manufacturing procedures used in connection with the
production of these third-party products. We are in the process of applying for
product liability insurance. Such insurance, once obtained, may not be available
at a reasonable cost, or may not be adequate to cover liabilities.


                                       18
<PAGE>

If we are not able to manage growth of our business, our financial condition and
results of operations will be negatively affected.

      Over the next six to twelve months we will attempt to launch our King of
Herbs, Taoist Medicinal and Vitamins and Supplements products lines. We have not
yet implemented any marketing and distribution strategies. Accordingly, we may
experience a period of significant growth. While we have not experienced
problems with growth of our business in the past, any future growth could cause
significant strain on our managerial, operational, financial and other
resources. Success in managing this expansion and growth will depend, in part,
upon the ability of our senior management to effectively manage the growth of
our business. Any failure to manage the proposed growth and expansion of our
business could have a material adverse effect on our financial condition and
results of operations.

If we fail to acquire and develop other products or product candidates, we may
be unable to grow our business.

      We license the rights to a majority of our products from outside third
parties. As part of our growth strategy, we intend to license or acquire
additional products and product candidates for development and
commercialization. The success of this strategy depends upon our ability to
identify, select and acquire the right product candidates. Any product candidate
we license or acquire may require additional development efforts prior to
commercial sale, including extensive clinical testing and approval by regulatory
authorities. All product candidates are prone to the risks of failure inherent
in product development, including the possibility that the product candidate
will not be shown to be sufficiently safe and effective. In addition, we cannot
assure you that any products that we license or acquire will be manufactured or
produced economically, successfully commercialized or widely accepted in the
marketplace. Proposing, negotiating and implementing an economically viable
product acquisition or license is a lengthy and complex process. Other
companies, including those with substantially greater financial, marketing and
sales resources, may compete with us for the acquisition or license of product
candidates. We may not be able to acquire or license the rights to additional
products on terms that we find acceptable, or at all.

If our relationships with our manufacturers terminate, or their facilities are
damaged or destroyed, we may be unable to develop or commercialize our products.

      Currently, only a limited number of companies manufacture our products.
The number of contract manufacturers with the expertise, required regulatory
approvals and facilities to manufacture our product candidates on a commercial
scale is extremely limited, and it would take a significant amount of time to
arrange for alternative manufacturers. If any of our manufacturers fail to
deliver the required commercial quantities of bulk substance or finished product
on a timely basis and at commercially reasonable prices, and we are unable to
find one or more replacement manufacturers capable of production at a
substantially equivalent cost, in substantially equivalent volumes and quality,
and on a timely basis, we will likely be unable to meet customer demand as we
begin to market and sell our existing product lines.

The loss of our current management team could have a material adverse effect on
our business. If we are not able to retain additional key personnel, our
business could suffer.

      Our success depends to a large degree upon the skills of our current
management team and advisors, including Ms. Julianna Lu and Mr. Xiao Fei Yu, and
upon our ability to identify, hire, and retain additional senior management,
sales, marketing, scientific, and financial personnel. Although, to date we have
not experienced problems attracting and retaining key personnel, we may
encounter such problems in the future as we grow and expand our operations. The
loss of any of our current executives, employees, or advisors or the failure to
attract, integrate, motivate, and retain additional key employees could have a
material adverse effect on our business. To our knowledge, none of our key
employees has plans to retire or leave us in the near future. We do not have
"key person" insurance on the lives of any of our management team.

Risks Related to our Industry

The nutritional supplements industry is intensely competitive. We have many
well-established competitors with substantially greater financial and other
resources than us. These factors may make it more difficult for us to
successfully implement our business plan and may adversely affect our results of
operations.

      The nutritional supplements industry is a large, highly fragmented and
growing industry, with no single industry participant accounting for more than
10% of total industry retail sales. Participants include specialty retailers,
supermarkets, drugstores, mass merchants (wholesalers), multi-level marketing
organizations, mail order companies and a variety of other smaller participants.
The market is also highly sensitive to the introduction of new products,
including various prescription drugs, which may rapidly capture a significant
share of the market. Increased competition from companies that distribute
through retail or wholesale channels could have a material adverse effect on our
financial condition and results of operations. Some of the nutraceutical
companies that we will compete with are Weider Nutrition International, Inc.,
USANA Health Sciences Inc., Nature's Sunshine Products, Inc. and Herbalife
International, Inc. We are a development stage business and the only revenues we
have received from product sales since inception were nominal and were generated
during 2004. Accordingly, we have not been operational long enough to experience
any of the above problems. However, since we are a development stage business,
most, if not all companies in our industry have greater financial and other
resources available to them and possess manufacturing, distribution and
marketing capabilities greater than ours. In addition, our competitors may be
more effective and efficient in integrating new products. We may not be able to
compete effectively and any of the factors listed above may cause price
reductions, reduced margins and difficulties in gaining market share.


                                       19
<PAGE>

Compliance with governmental regulations may impose additional costs, which may
adversely affect our financial condition and results of operations.

      The processing, formulation, manufacturing, packaging, labeling,
advertising and distribution of our products are subject to regulation by one or
more federal agencies, including the Health Protectorate Branch in Canada, the
FDA, the Federal Trade Commission ("FTC"), the Consumer Product Safety
Commission, the United States Department of Agriculture, the United States
Customs and Border Protection and the Environmental Protection Agency. These
activities are also regulated by various agencies of the states and localities
in which our products are sold.

      The FDA may attempt to regulate any of our products that fall within its
jurisdiction, and the FTC has jurisdiction to regulate the advertising of our
products that fall within its jurisdiction. The FDA may not accept the evidence
of safety for any new ingredients that we may want to market, may determine that
a particular product or product ingredient presents an unacceptable health risk,
may determine that a particular statement of nutritional support that we want to
use is an unacceptable drug claim or an unauthorized version of a food "health
claim," may determine that a particular product is an unapproved new drug, or
the FDA or the FTC may determine that particular claims are not adequately
supported by available scientific evidence. Such a determination would prevent
us from marketing particular products or using certain statements of nutritional
support on our products. One of the key areas of our development focus is the
specialty supplements category, which includes products that are directed at
particular nutritional concerns. The FDA may not agree with our statements of
nutritional support as to a particular specialty supplement or permit us to
promote our specialty supplements directed at particular nutritional concerns.
We also may be unable to disseminate third-party literature in connection with
our products if the third-party literature fails to satisfy certain
requirements. In addition, the FDA could require us to remove a particular
product from the market. Any future recall or removal would result in additional
costs to us, including lost revenues from any products that we are required to
remove from the market, any of which could be material. Any such product recalls
or removals could lead to liability, substantial costs and reduced growth
prospects.

      Although the regulation of dietary supplements is less restrictive than
the regulation of drugs, dietary supplements may not continue to be subject to
less restrictive regulation. Many of our dietary supplements contain traditional
Chinese herbs which may or may not have been previously evaluated by the FDA.
All herbs marketed in dietary supplements in the United States must be Generally
Recognized as Safe (GRAS). The FDA maintains a list of problems herbs. If any of
the herbs in our products appeared on the FDA's list, or if the agency
determined there were issues concerning their safety, we would not be able to
market the products containing these ingredients in the United States. We have
not determined whether any of the herbs in our products are on the FDA's list of
problem herbs and we have not determined whether any such herbs are Generally
Recognized as Safe. If any of the herbs in our products have not been evaluated
by the FDA and are not Generally Recognized as Safe, then we would not be
permitted to sell products containing them in the United States. Any such
prohibition could materially adversely affect our results of operations and
financial condition.

      Further, if more stringent statutes are enacted for dietary supplements,
or if more stringent regulations are promulgated, we may not be able to comply
with such statutes or regulations without incurring substantial expense, or at
all. Legislation has been introduced in Congress to impose substantial new
regulatory requirements for dietary supplements including adverse event
reporting, post market surveillance requirements, FDA reviews of dietary
supplement ingredients, safety testing and records inspection. If enacted, any
of the proposed legislation may result in difficulty getting our products to the
market and could raise our costs and hinder our business.

      In addition, we expect that the FDA soon will adopt the proposed rules on
Good Manufacturing Practice in manufacturing, packaging, or holding dietary
ingredients and dietary supplements, which will apply to the products we
manufacture. These regulations will require dietary supplements to be prepared,
packaged and held in compliance with strict rules, and will require quality
control provisions similar to those in the Good Manufacturing Practice
regulations for drugs. We may not be able to comply with the new rules without
incurring additional expenses.


                                       20
<PAGE>

      Each of our products imported into the United States may be blocked at the
border by U.S. Customs. The FDA could issue Import Alerts for any of our
products if the agency considers them to be misbranded, adulterated and/or
unapproved new drugs.

      The FTC exercises jurisdiction over the advertising of dietary
supplements. In the past, the FTC has instituted numerous enforcement actions
against dietary supplement companies for failure to have adequate substantiation
for claims made in advertising or for the use of false or misleading advertising
claims. These enforcement actions have often resulted in consent decrees and the
payment of civil penalties by the companies involved.

      We are also subject to regulation under various state, local, and
international laws that include provisions governing, among other things, the
processing, formulation, manufacturing, packaging, labeling, advertising and
distribution of our products that are deemed "dietary supplements" or
"over-the-counter drugs." Government regulations in foreign countries may
prevent or delay the introduction, or require the reformulation, of certain of
our products.

      In addition, from time to time in the future, Congress, the FDA, the FTC
or other federal, state, local or foreign legislative and regulatory authorities
may impose additional laws or regulations that apply to us, repeal laws or
regulations that we consider favorable to us or impose more stringent
interpretations of current laws or regulations. We are not able to predict the
nature of such future laws, regulations, repeals or interpretations or to
predict the effect additional governmental regulation, when and if it occurs,
would have on our business in the future. Such developments could, however,
require reformulation of certain products to meet new standards, recalls or
discontinuance of certain products not able to be reformulated, additional
record-keeping requirements, increased documentation of the properties of
certain products, additional or different labeling, additional scientific
substantiation, or other new requirements. Any such developments could have a
material adverse effect on our business, financial condition and results of
operations.

Risks Related to our Common Stock

There is a limited public market for our common stock. Failure to develop or
maintain a trading market could negatively affect the value of our shares and
make it difficult or impossible for shareholders to sell their shares.

      On April 18, 2005, our common stock was approved for quotation on the OTC
Bulletin Board under the symbol "CHHH." To date there is a limited trading
market in our common stock on the OTC Bulletin Board. Failure to develop or
maintain an active trading market could negatively affect the value of our
shares and make it difficult for our shareholders to sell their shares or
recover any part of their investment in us. The market price of our common stock
may be highly volatile. In addition to the uncertainties relating to our future
operating performance and the profitability of our operations, factors such as
variations in our interim financial results, or various, as yet unpredictable
factors, many of which are beyond our control, may have a negative effect on the
market price of our common stock.

Our common stock is subject to the "Penny Stock" rules of the SEC and the
trading market in our securities is limited, which makes transactions in our
common stock cumbersome and may reduce the value of an investment in our stock.

      The Securities and Exchange Commission has adopted Rule 3a51-1 which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, Rule
15g-9 requires:

      -     that a broker or dealer approve a person's account for transactions
            in penny stocks; and

      -     the broker or dealer receive from the investor a written agreement
            to the transaction, setting forth the identity and quantity of the
            penny stock to be purchased.

      In order to approve a person's account for transactions in penny stocks,
      the broker or dealer must:

      -     obtain financial information and investment experience objectives of
            the person; and

      -     make a reasonable determination that the transactions in penny
            stocks are suitable for that person and the person has sufficient
            knowledge and experience in financial matters to be capable of
            evaluating the risks of transactions in penny stocks.

      The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prescribed by the SEC relating to the penny
stock market, which, in highlight form:


                                       21
<PAGE>

      -     sets forth the basis on which the broker or dealer made the
            suitability determination; and

      -     that the broker or dealer received a signed, written agreement from
            the investor prior to the transaction.

      Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market
value of our stock.

      Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

Item 3. Controls and Procedures.

      (a) Evaluation of Disclosure Controls and Procedures.

      As of the end of the period covered by this report, we conducted an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act). Based upon this evaluation, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission's
rules and forms.

      (b) Changes in Internal Controls.

      There was no change in our internal controls or in other factors that
could affect these controls during our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

      We are not currently a party to, nor is any of our property currently the
subject of, any pending legal proceeding. None of our directors, officers or
affiliates is involved in a proceeding adverse to our business or has a material
interest adverse to our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

      On May 1, 2005, we issued options to purchase 600,000 shares of common
stock to Bevitor Holding Ltd. and James Simpson pursuant to the terms of a
consulting agreement, dated May 1, 2005. The options are exercisable at $0.30
per share and expire on the earlier of (1) June 16, 2009 or (2) thirty (30) days
after termination of the consulting agreement. The value of the services to be
provided by Bevitor Holding Ltd. and Mr. Simpson is estimated to be $180,000.

      On May 1, 2005, we issued options to purchase 150,000 shares of common
stock to Dick Wu pursuant to the terms of a consulting agreement, dated May 1,
2005. The options are exercisable at $0.30 per share and expire on April 30,
2006. On May 1, 2005, we also issued options to purchase 150,000 shares of
common stock to Mr. Wu at $0.80 per share, exercisable until the earlier of
April 30, 2007 or thirty (30) days after termination of the consulting
agreement. The value of the services to be provided by Mr. Wu is estimated to be
$165,000.

      On March 22, 2005, we issued 250,000 shares of common stock to Richard A.
Friedman in consideration of legal services to be rendered. 150,000 of such
shares were registered on a Form S-8 filed with the Securities and Exchange
Commission on June 24, 2005. The value of the services to be provided by Mr.
Friedman is estimated to be $75,000.

      All of the foregoing issuances were exempt from registration under Section
4(2) of the Securities Act and/or Regulation S, promulgated pursuant to the
Securities Act of 1933, as amended. None of the purchasers who received shares
under Regulation S are U.S. persons as defined in Rule 902(k) of Regulation S,
and no sales efforts were conducted in the U.S., in accordance with Rule 903(c).
Such purchasers acknowledged that the securities purchased must come to rest
outside the U.S., and the certificates contain a legend restricting the sale of
such securities until the Regulation S holding period is satisfied.


                                       22
<PAGE>

Item 3. Defaults Upon Senior Securities.

      Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

      Not applicable.

Item 5. Other Information.

      Not applicable.

Item 6. Exhibits and Reports on Form 8-K.

Exhibit Number    Description
--------------    --------------------------------------------------------------
10.1              Letter termination agreement signed by China Health Holding,
                  Inc., National Media Associates and Michael Baybak
                  (Incorporated by reference to Form 8-K filed with the
                  Securities and Exchange Commission on May 9, 2005).

10.2              Executive Management Services Agreement dated April 28, 2005
                  with Julianna Lu (Incorporated by reference to Form 8-K filed
                  with the Securities and Exchange Commission on May 11, 2005).

10.3              IR Consulting Services Agreement dated May 1, 2005 with
                  Bevitor Holding Ltd and James Simpson (Incorporated by
                  reference to Form 8-K filed with the Securities and Exchange
                  Commission on May 11, 2005).

10.4              Consulting Agreement dated May 1, 2005 (Incorporated by
                  reference to Form 8-K filed with the Securities and Exchange
                  Commission on May 11, 2005).

10.5              IR Consultant Agreement entered into as of June 9, 2005 by and
                  between China Health Holding, Inc. and CEOcast, Inc.
                  (Incorporated by reference to Form 8-K filed with the
                  Securities and Exchange Commission on June 15, 2005).

10.6              China Health Holding, Inc. 2005 Incentive Stock Plan
                  (Incorporated by reference to Form S-8 filed with the
                  Securities and Exchange Commission on June 24, 2005).

10.7              Compensation Agreement dated June 21, 2005 with Sichenzia Ross
                  Friedman Ference LLP (Incorporated by reference to Form S-8
                  filed with the Securities and Exchange Commission on June 24,
                  2005).

21                Subsidiaries of China Health Holding, Inc.

31.1              Certification by Chief Executive Officer and Chief Financial
                  Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.

32.1              Certification by Chief Executive Officer and Chief Financial
                  Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.


                                       23
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       CHINA HEALTH HOLDING, INC.

Dated: August 15, 2005                 /s/ Julianna Lu
                                       ------------------
                                       Chief Executive Officer, Principal
                                       Financial Officer, Principal
                                       Accounting Officer, Treasurer and
                                       Chairman of the Board of Directors


                                       24