UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





Form
      10-QSB





(Mark
      One)





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




FOR
      THE
      QUARTERLY PERIOD ENDED JUNE 30, 2007




oTRANSITION
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE EXCHANGE ACT




FOR
      THE
      TRANSITION PERIOD FROM __________ TO __________




COMMISSION
      FILE NUMBER ________________________________




GOLDEN
      AUTUMN HOLDINGS, INC.


(Name
      of
      small business issuer in its charter)





NEVADA
            84-1647399(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)





15455
      Dallas Parkway, 6th Floor


Dallas,
      Texas 75001


(Address
      of principal executive offices)





Issuer’s
      telephone Number: (604) 687-7178




Armitage
      Mining Corp.


8100
      East
      Union Ave, Suite 1206


Denver,
      Colorado


Former
      name, former address and former fiscal year if changed since its last
      report




Copies
      to:





Gregory
      Sichenzia, Esq.


Sichenzia
      Ross Friedman Ference LLP


61
      Broadway


New
      York,
      New York 10006


Phone
      (212) 930-9700


Fax
      (212)
      930-9725




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
xNo
o





Indicate
      by check mark whether registrant is a shell company (as defined in Rule 12b-2
      of
      the Exchange Act).  Yes oNo
x




APPLICABLE
      ONLY TO CORPORATE ISSUERS





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: As of August 8, 2007, the issuer had
      20,142,003 outstanding shares of Common Stock, $.001 par value per
      share.





Transitional
      Small Business Disclosure Format (check one): Yes oNo x









GOLDEN
      AUTUMN HOLDINGS, INC.


JUNE
      30,
      2007 QUARTERLY REPORT ON FORM 10-QSB




TABLE
      OF
      CONTENTS





PagePART
                I - FINANCIAL INFORMATIONItem
                1. Financial Statements
            F-1Item
                2. Management’s Discussion and Analysis or Plan of
                Operation
            F-19Item
                3. Controls and Procedures
            F-26PART
                II - OTHER INFORMATIONItem
                1. Legal Proceedings
            F-27Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            F-27Item
                3. Defaults Upon Senior Securities
            F-27Item
                4. Submission of Matters to a Vote of Security Holders
            F-27Item
                5. Other Information
            F-27Item
                6. Exhibits and Reports on Form 8-K
            F-27SIGNATURES
            F-28





**PART
      I – FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements.**





**Golden
      Autumn Holdings Inc.**


**(Formerly
      Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**


**Condensed
      Consolidated Financial Statements**


**June
      30, 2007**


**(Unaudited)**




**Contents**





Page**Unaudited
                Financial Statements:**Condensed
                Consolidated Balance Sheet as of June 30, 2007
            F-2Condensed
                Consolidated Statements of Operations and Comprehensive Loss for
                the three
                and nine months ended June 30, 2007 and 2006
            F-3Condensed
                Consolidated Statement of Cash Flow for the nine months ended June
                30,
                2007 and 2006
            F-4Notes
                to Condensed Consolidated Financial Statements
            F-6




F-1




**Golden
      Autumn Holdings Inc.**


**(formerly
      Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**


**Condensed
      Consolidated Balance Sheet**


**June
      30, 2007**


**(unaudited)**




**June
                30,****2007**ASSETSCurrent
                Assets:Cash
                and cash equivalents
            
            $
            1,079,768Account
                receivable, net
            
            
            13,023Real
                estate held for sale
            
            
            4,802,913Other
                current assets
            
            
            12,412Total
                current assets
            
            
            5,908,116Property
                and equipment, net
            
            
            4,224,487Cemetery
                properties and other inventories
            
            
            10,654,592Land
                use rights
            
            
            1,584,767Due
                from related parties
            
            
            905,150Other
                receivables
            
            
            1,364,918Total
                Assets
            
            $
            24,642,030LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                Liabilities:Short
                term bank loan, secured
            
            $
            525,486Accounts
                payable
            
            
            3,262,533Due
                to related parties
            
            
            286,238Income
                tax payable
            
            
            451,139Customer
                deposits
            
            
            1,476,274Deferred
                revenue
            
            
            682,200Other
                current liabilities
            
            
            859,360Total
                current liabilities
            
            
            7,543,230Minority
                Interest
            
            
            1,134,679Stockholders'
                Equity:Common
                Stock, par value $0.001, 75,000,000 shares authorized ; 20,142,003
                shares
                issued and outstanding as of June 30, 2007
            
            
            20,142Additional
                paid in capital
            
            
            15,934,389Statutory
                surplus reserve
            
            
            193,640Statutory
                public welfare fund
            
            
            98,820Retained
                earnings (deficit)
            
            
            -1,744,291Accumulated
                other comprehensive income
            
            
            1,461,421Total
                stockholders' equity
            
            
            15,964,121Total
                Liabilities and Stockholders' Equity
            
            $
            24,642,030


(the
        accompanying notes are an integral part of these unaudited condensed
        consolidated financial statements)




F-2




**Golden
        Autumn Holdings Inc.**
 **(formerly
        Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Condensed
        Consolidated Statements of Operations and Comprehensive
        Loss**
 **June
        30, 2007**
 **(unaudited)**




**Three
                Months Ended June 30.**
            
            **Nine
                Months Ended June 30.****2007**
            
            **2006**
            
            **2007**
            
            **2006**Revenues:Real
                estate sales
            
            $
            5,139,717
            
            $
            2,803
            
            $
            11,161,312
            
            $
            1,148,334Cemetery
                and funeral product sales
            
            
            74,576
            
            
            24,313
            
            
            167,008
            
            
            271,622Other
                products and services
            
            
            23,029
            
            
            26,317
            
            
            76,519
            
            
            91,566Total
                revenues
            
            
            5,237,322
            
            
            53,433
            
            
            11,404,839
            
            
            1,511,522Cost
                of revenues:Cost
                of real estate sales
            
            
            3,566,837
            
            
            1,658
            
            
            7,697,087
            
            
            679,193Cost
                of cemetery and funeral products
            
            
            59,172
            
            
            431
            
            
            89,864
            
            
            11,933Cost
                of other products and services
            
            
            8,243
            
            
            6,610
            
            
            16,441
            
            
            18,049Total
                coxst of revenues
            
            
            3,634,252
            
            
            8,699
            
            
            7,803,392
            
            
            709,175Gross
                profit
            
            
            1,603,070
            
            
            44,734
            
            
            3,601,447
            
            
            802,347Operating
                expenses:Selling
                expenses
            
            
            294,218
            
            
            99,024
            
            
            689,018
            
            
            564,099General
                and administrative expenses
            
            
            2,700,183
            
            
            255,031
            
            
            6,748,344
            
            
            842,199Financial
                expenses
            
            
            21,001
            
            
            3,660
            
            
            51,118
            
            
            9,662Total
                operating expenses
            
            
            3,015,402
            
            
            357,715
            
            
            7,488,480
            
            
            1,415,961Loss
                from operations
            
            
            (1,412,332
            )
            
            (312,981
            )
            
            (3,887,033
            )
            
            (613,614
            )Other
                income
            
            
            1,276
            
            
            6,174
            
            
            9,711
            
            
            7,495Loss
                before income taxes and minority interest
            
            
            (1,411,056
            )
            
            (306,807
            )
            
            (3,877,322
            )
            
            (606,119
            )Provision
                for income taxes
            
            
            185,920
            
            
            -
            
            
            386,602
            
            
            -Loss
                before minority interest
            
            
            (1,596,976
            )
            
            (306,807
            )
            
            (4,263,924
            )
            
            (606,119
            )Minority
                interest
            
            
            (127,758
            )
            
            (24,545
            )
            
            (341,114
            )
            
            (48,490
            )Net
                Loss
            
            $
            (1,469,218
            )
            $
            (282,262
            )
            $
            (3,922,810
            )
            $
            (557,630
            )Gain
                on foreign exchange translation
            
            
            181,017
            
            
            56,680
            
            
            703,771
            
            
            258,400Comprehensive
                Loss
            
            $
            (1,288,201
            )
            $
            (225,582
            )
            $
            (3,219,039
            )
            $
            (299,230
            )Net
                loss per common share - basic and diluted
            
            $
            (0.07
            )
            $
            (0.01
            )
            $
            (0.18
            )
            $
            (0.02
            )Weighted
                average common shares outstanding - basic and diluted
            
            
            20,142,003
            
            
            17,032,972
            
            
            18,747,511
            
            
            18,047,538




(the
      accompanying notes are an integral part of these
      unaudited condensed consolidated financial statements)




F-3




**Golden
        Autumn Holdings Inc.**
 **(formerly
        Sichuan Baoguang Yinfa Shiye Co. Ltd and subsidiaries)**
 **Condensed
        Consolidated Statements of Cash Flows**
 **June
        30, 2007**
 **(unaudited)**




**Nine
                Months Ended June 30,****2007**
            
            **2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (3,922,810
            )
            $
            (557,629
            )Adjustment
                to reconcile net loss to net cash provided by operating
                activitiesDepreciation
                and amortization
            
            
            233,683
            
            
            89,409Minority
                interest
            
            
            (341,114
            )
            
            (48,490
            )Stock
                based compensation
            
            
            916,000
            
            
            0Common
                stock issued for consulting services
            
            
            1,990,031
            
            
            0Provision
                for bad debts
            
            
            2,362,004
            
            
            0Changes
                in operating assets and liabilities:(Increase)
                decrease in:Accounts
                receivable
            
            
            5,275
            
            
            116,927Due
                from related parties
            
            
            135,000
            
            
            (87,975
            )Other
                current assets
            
            
            0
            
            
            246,149Cemetary
                properties and other inventories
            
            
            158,262
            
            
            13,562Real
                estate held for sale
            
            
            301,816
            
            
            (784,571
            )Increase
                (decrease) in:Accounts
                payable
            
            
            208,908
            
            
            (1,489,047
            )Due
                to related parties
            
            
            0
            
            
            342,717Customer
                deposits
            
            
            (1,591,648
            )
            
            3,681,977Deferred
                revenue
            
            
            (477,090
            )
            
            0Income
                tax payable
            
            
            100,225
            
            
            (105,387
            )Other
                current liabilities
            
            
            560,320
            
            
            (445,198
            )Total
                Adjustment
            
            
            4,561,672
            
            
            1,975,271Net
                cash provided by operating activities
            
            
            638,862
            
            
            1,417,642CASH
                FLOWS FROM INVESTING ACTIVITIES:Purchase
                of property and equipment
            
            
            (56,201
            )
            
            (41,248
            )Payments
                for other receivables
            
            
            (811,716
            )
            
            (1,162,677
            )Payments
                for land use rights
            
            
            -
            
            
            (217,209
            )Net
                cash (used in) investing activities
            
            
            (867,917
            )
            
            (1,421,134
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Net
                proceeds from related party loans
            
            
            (60,972
            )
            
            -Additional
                paid in capital from recapitalization
            
            
            -
            
            
            1,327,207Net
                proceeds from short term bank loan
            
            
            525,485
            
            
            (312,734
            )Net
                cash provided by financing activities
            
            
            464,513
            
            
            1,014,473EFFECT
                OF EXCHANGE RATE CHANGES ON CASH
            
            
            34,303
            
            
            10,154NET
                INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            269,761
            
            
            1,021,135CASH
                AND CASH EQUIVALENTS, Beginning of period
            
            
            810,007
            
            
            828,308CASH
                AND CASH EQUIVALENTS, End of period
            
            $
            1,079,768
            
            $
            1,849,443SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:Interest
                Paid
            
            $
            45,427
            
            $
            8,607Income
                taxes paid
            
            $
            55,652
            
            $
            -NON
                CASH INVESTING AND FINANCING ACTIVITIES:Cancellation
                    of common shares in exchange for due from  related party loan
                    receivable
            
            $
            2,319,665
            
            $
            -Common
                stock issued for consulting services
            
            $
            1,990,031
            
            $
            -Stock-based
                compensation
            
            $
            916,000
            
            $
            -




(the
      accompanying notes are an integral part of these
      unaudited condensed consolidated financial statements)




F-4




**Golden
        Autumn Holdings Inc.**
 **(Formerly
        Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
        to Condensed Consolidated Financial Statements**
 **June
        30, 2007**
 **(Unaudited)**




**Note
      1 - Organization and Nature of Operations**





Organization
      and Line of Business





Golden
      Autumn Holdings Inc. (“the Company’) was incorporated under the laws of the
      State of Delaware on January 7, 2005. On February 14, 2007, Armitage Mining
      Corp. (”AMC”) entered into a share exchange agreement woth Golden Autumn
      Holdings Inc.. Pursuant to the Purchase agreement, AMC acquired all of the
      issued and outstanding capital stock of Golden Autumn from Golden Autumn
      shareholders in exchange for 17,032,970 shares of AMC's Common stock. As a
      result, Golden Autumn was a majority owned subsidiary of AMC.




In
      addition, all of the Company's transactions undertaken in the PRC are
      denominated in Chinese Yuan Renminbi (CNY), which must be converted into other
      currencies before remittance out of the PRC may be considered. Both the
      conversion of CNY into foreign currencies and the remittance of foreign
      currencies abroad require the approval of the PRC government.









The
      Company and its subsidiaries (collectively the “Group”) are principally engaged
      in retirement community development and management in the People’s Republic of
      China (the “PRC” or “China”). The Group develops and manages privately-owned
      retirement communities in the PRC, and also provides health care, food,
      entertainment and shopping services to its senior residents through the
      Group-owned health care centers, restaurants, entertainment centers and shopping
      centers. As part of business integration and cross-marketing, the Group also
      engages in memorial park development and management in the PRC. The Group’s
      memorial park develops and sells burial spaces and the spaces for keeping the
      boxes of cremated remains as well as provides memorial services and
      products.





Under
      its
      original Certificate of Incorporation, the Company initially had 1,500
      authorized shares with no par value. On May 30, 2005, the Certificate of
      Incorporation was amended to increase the authorized shares to 15,000,000 shares
      of common stock with par value of $0.01 per share. The Company subsequently
      issued 3,000,000 shares of common stock.





On
      April
      8, 2005, Sichuan Baoguang Golden Autumn Senior Living Development Co., Ltd,
      an
      equity joint venture in the PRC, (the “JV”) was established by and between
      Golden Autumn Holdings Inc. and Sichuan Baoguang Yinfa Shiye Co., Ltd. (the
      “Predecessor” or “Yinfa”) with total registered capital $9,000,000 USD. As of
      December 31, 2005, the Company received $1,327,207 of cash contributions. As
      a
      PRC joint venture, the Company is committed to raise an additional $6,952,793
      over the next three years. The Company owns 92% equity interest of the JV by
      investing capital raised by the issuance of common stocks and the Predecessor
      owns 8% equity interest of the JV by transferring certain land and buildings
      to
      the JV. Subsequently on October 25, 2005, the JV acquired all the remaining
      assets from as well as assumed all the liabilities of the Predecessor and
      continued to carry on the Predecessor’s businesses. The Predesessor then became
      the predecessor of the JV as well as an 8% shareholder of the JV. The
      acquisition transaction was accounted for as a reverse merger resulting in
      the
      recapitalization of the Predessessor. All references to common stock shares
      and
      per share amounts have been retroactively restated to reflect the share exchange
      as if the exchange had taken place as of the beginning of the earliest period
      presented. Compositions of registered capital and equity interest are shown
      as
      follows:





Name
            
            Registered
                Capital
            
            Percentage
                of ownership
            
            Contribution
                MadeGolden
                Autumn Holdings Inc.
            
            $
            8,280,000
            
            
            92
            %
            $
            1,327,207Sichuan
                Baoguang Yinfa Shiye Co., Ltd.
            
            $
            720,000
            
            
            8
            %
            $
            720,000
            (*)





(*)
      Minority shareholder contributed buildings with an agreed value of
      $720,000.


F-5




**Golden
        Autumn Holdings Inc.**
 **(Formerly
        Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
        to Condensed Consolidated Financial Statements**
 **June
        30, 2007**
 **(Unaudited)**


**Note
      1 – Organization and Nature of Operations (Cont’d)**





Under
      the
      JV, there are three subsidiaries which were previously owned by the Predecessor
      and now wholly-owned by the JV:





1)
            Chengdu
                Xinjing Hua Yuan Real Estate Development Co., Ltd., which develops
                privately-owned retirement communities in
                China;


2)
            Sichuan
                Golden Autumn Garden Property Management Services Co., Ltd., which
                provides health care, food, entertainment and shopping services to
                the
                senior residents in the retirement communities through the Group-owned
                facilities; and


3)
            Sichuan
                Baoguang Memorial Products & Services Chain Co., Ltd. engages in
                manufacturing funeral and memorial products as well as providing
                funeral
                and memorial services.





The
      Company also has two wholly-owned subsidiaries in Hong Kong, Golden Autumn
      Holdings (Hong Kong) Ltd. and Golden Autumn Development (Hong Kong) Ltd. (formed
      in 2006). These subsidiaries do not have any substantial operating activities
      as
      of June 30, 2007.





**Note
      2 – Summary of Significant Accounting Policies**





Consolidated
      Financial Statements





The
      accompanying consolidated financial statements include the accounts of the
      Company and its majority owned subsidiaries: Sichuan Baoguang Golden Autumn
      Senior Living Development Co., Ltd, Chengdu Xinjing Hua Yuan Real Estate
      Development Co., Ltd., Sichuan Baoguang Memorial Products & Services  Chain
      Co., Ltd., Sichuan Golden Autumn Garden Property Management Service Co., Ltd.,
      Golden Autumn Holdings (Hong Kong) Ltd and Golden Autumn Development (Hong
      Kong)
      Ltd. All inter-company accounts and transactions have been eliminated.





Basis
      of Presentation





The
      accompanying consolidated financial statements have been prepared in conformity
      with accounting principles generally accepted in the United States of America.
      The Company’s functional currency is the Chinese Renminbi and Hong Kong Dollar;
      however the accompanying consolidated financial statements have
      been translated and presented in United States Dollars ($).


Operations,
        Management Plans and Liquidity
 
 As
        shown
        in the accompanying consolidated financial statements, the Company incurred
        net
        loss from operations of $3,922,810 and $557,630 for the nine months ended
        June 30, 2007 and 2006, respectively. As of June 30, 2007, the Company's
        current
        liabilities exceeded its current assets by $1,635,114 that indicates the
        Company
        may need additional financing to meet cash requirements for its operations
        to
        continue as a going concern.
 
 The
        financial statements have been prepared on a going concern basis, which
        contemplates the realization of assets and satisfaction of liabilities in
        the
        normal course of business. The financial statements do not include any
        adjustments relating to the recoverability or classification of recorded
        amounts
        of assets or amounts or classification of liabilities that may be necessary
        should the Company be unable to continue as a going concern.
 
 The
        Company is considering different ways to raise additional capital including
        through the sale of its equity securities, through offerings of debt securities,
        or through borrowings from financial institutions. Management is in negotiations
        with investment bankers to raise funds in the capital market and believes
        that
        actions presently being taken to obtain additional funding provide the
        opportunity for the Company to continue as a going concern.




Reclassification





Certain
      comparative amounts have been reclassified to conform to the current period’s
      presentation.





Revenue
      Recognition





The
      Company recognizes revenue in accordance with Staff Accounting Bulletin No.
      104,
      Revenue Recognition (“SAB104”), which superseded Staff Accounting Bulletin No.
      104, Revenue Recognition in Financial Statements (“SAB101”). SAB 101 requires
      that four basic criteria must be met before revenue can be recognized: (1)
      persuasive evidence of an arrangement exists; (2) delivery has occurred; (3)
      the
      selling price is fixed and determinable; and (4) collectibility is reasonably
      assured. Determination of criteria (3) and (4) are based on management's
      judgments regarding the fixed nature of the selling prices of the products
      delivered and the collectibility of those amounts.


F-6




**Golden
        Autumn Holdings Inc.**
 **(Formerly
        Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
        to Condensed Consolidated Financial Statements**
 **June
        30, 2007**
 **(Unaudited)**


**Note
        2 – Summary of Significant Accounting Policies
        (Cont’d)**




The
      Company has two segments including the following revenue recognition
      policies:





1.
            Funeral
                Products and Services


a.
            Sichuan
                Baoguang Golden Autumn Senior Living Development Co., Ltd sells at-need
                burial space, niches and funeral supplies, provides related services
                in
                Memorial park. Sales related to pre-need burial spaces, niches and
                funeral
                supplies are immaterial. Prearranged funeral home servicesprovide
                for future funeral home services generally determined by prices prevailing
                at the time that the contract is signed. Upon performance of the
                contracted funeral home service, the Company recognizes the earnings
                as
                funeral home revenues.Revenue
                is recognized when contracts are signed and payments are
                collected.All
                direct and indirect costs associated with the sale of cemetery products
                are expensed in the period
                incurred.





Deferred
      revenue represents prepaid maintenance that is separately invoiced for future
      delivery of maintenance services to be delivered in the Memorial Park. The
      Company is amortizing one-time maintenance revenue over a straight line basis
      over estimated useful life of 20 years.





b.
            Sichuan
                Baoguang Memorial Products & Services Chain Co., Ltd. engages in
                manufacturing funeral and memorial products as well as providing
                funeral
                and memorial services. Revenues are recognized when the services
                are
                provided or products are delivered, and collection of payments are
                assured.





2.
            Real
                Estate Development and Community
                Services




a.
            Chengdu
                Xinjing Hua Yuan Real Estate Development Co., Ltd develops senior
                communities and sells condominiums. Revenues from real estate sales,
                including multi-family residences, are recognized upon closing of
                sales
                contracts in accordance with Statement of Financial Accounting Standards
                No. 66,*“Accounting
                for Sales of Real Estate”*(“FAS 66”).
                A portion of real estate inventory and estimates for costs to complete
                are
                allocated to each housing unit based on the relative sales value
                of each
                unit as compared to the sales value of the total project. Revenues
                for
                multi-family residences under construction are recognized, in accordance
                with FAS 66, using the percentage-of-completion method of accounting
                when (1) construction is beyond a preliminary stage, (2) the
                buyer has made sufficient deposit and is committed to the extent
                of being
                unable to require a refund except for nondelivery of the unit,
                (3) sufficient units have already been sold to assure that the entire
                property will not revert to rental property, (4) sales price is
                collectible, and (5) aggregate sales proceeds and costs can be
                reasonably estimated. Revenue is recognized in proportion to the
                percentage of total costs incurred in relation to estimated total
                costs.





b.
            Sichuan
                Golden Autumn Garden Property Management Services Co., Ltd provides
                health
                care, food, entertainment and shopping services to the senior residents
                in
                the retirement communities through the Group-owned facilities. Revenues
                are recognized when the services are performed and collection of
                payments
                are reasonably assured.





Country
      Risk





As
      the
      Company's principal operations are conducted in the PRC, the Company is subject
      to special considerations and significant risks not typically associated with
      companies in North America and Western Europe. These risks include, among
      others, risks associated with the political, economic and legal environments
      and
      foreign currency exchange limitations encountered in the PRC. The Company's
      results of operations may be adversely affected by changes in the political
      and
      social conditions in the PRC, and by changes in governmental policies with
      respect to laws and regulations, among other things.


F-7


**Golden
          Autumn Holdings Inc.**
 **(Formerly
          Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
          to Condensed Consolidated Financial Statements**
 **June
          30, 2007**
 **(Unaudited)**


Foreign
      Currency Translation





As
      of
      June 30, 2007 and 2006, the accounts of the Company were maintained, and their
      consolidated financial statements were expressed in the CNY. Such consolidated
      financial statements were translated into U.S. Dollars in accordance with
      Statement of Financial Accounts Standards ("SFAS") No. 52, "Foreign Currency
      Translation," with the CNY as the functional currency. According to the
      Statement, all assets and liabilities were translated at the exchange rate
      on
      the balance sheet date, stockholder's equity are translated at the historical
      rates and statement of operations items are translated at the weighted average
      exchange rate for the year. The resulting translation adjustments are reported
      under other comprehensive income in accordance with SFAS No. 130, "Reporting
      Comprehensive Income." The exchange rates for the conversion of one US Dollar
      to
      Chinese Yuan were 7.61 and 8.02 at June 30, 2007 and 2006, respectively.





Accounts
      Receivable





In
      order
      to determine the value of the Company's accounts receivable, the Company records
      a provision for doubtful accounts to cover estimated credit losses. Management
      reviews and adjusts this allowance periodically based on historical exprerience
      and its evaluation of the collectibility of outstanding accounts receivable.
      The
      Company evaluates the credit risk of its customers utilizing historical data
      and
      estimates of future performance.





Advertising
      Costs





Advertising
      and sales promotion costs are expensed as incurred.





Minority
      Interest in Subsidiaries





Minority
      interest represents that portion of the net equity of majority-owned
      subsidiaries of the Company held by minority shareholders. The minority
      shareholders’ share of the subsidiaries’ income or loss is listed separately in
      the Consolidated Income Statement. Minority interest came into being since
      the
      recapitalization on October 26, 2005, on which Yinfa acquired 8% of interest
      in
      Joint Venture. Minority Interest reflects Yinfa’s portion of the earnings of
      Golden Autumn Senior Livings Development Co. Ltd. from October 26, 2005 to
      the
      June 30, 2007. There was no minority interest as of June 30, 2005. However,
      the
      minority interest has been retroactively restated in accordance with a reverse
      merger.




Use
      of
      Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosures of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenue and expenses during
      the reporting periods. As of June 30, 2007 and 2006, the Company used estimates
      in determining the realization of its accounts receivable, other receivable
      and
      valuation of interest in an associate. Actual results could differ from these
      estimates.





Fair
      Value of Financial Instruments





For
      certain of the Company's financial instruments, including cash and cash
      equivalents, accounts receivable, inventory, other receivables, accounts
      payable, accrued expenses and deferred revenue, the carrying amounts approximate
      fair values due to their short maturities. The short term bank loan also
      approximates its fair value because interest rates and terms offered to the
      Company are at current market rates.


F-8




**Golden
        Autumn Holdings Inc.**
 **(Formerly
        Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
        to Condensed Consolidated Financial Statements**
 **June
        30, 2007**
 **(Unaudited)**


**Note
        2 – Summary of Significant Accounting Policies
        (Cont’d)**




Cash
      and Cash Equivalents





For
      purposes of the statements of cash flows, the Company defines cash equivalents
      as all highly liquid debt instruments purchased with a maturity of three months
      or less, plus all certificates of deposit maturing within one year.





Other
      Investments





Other
      investments consist of investments in private companies and are carried at
      fair
      value. At each balance sheet date, the net unrealized gains or losses arising
      from the changes in fair value of other investments are recognized in the
      statement of stockholders’ equity. Gains or losses on disposal of other
      investments, representing the difference between the net sales proceeds and
      the
      carrying amounts, are recognized in the statement of operations as they
      arise.





Cemetery
      Properties and Other Inventories




Cemetery
      properties and other inventories are stated at the lower of cost and
      market. Cost, calculated on a weighted average basis, comprises all costs of
      purchases, costs of conversion and other costs incurred in bringing the
      inventories to their present location and condition. Market value is the
      estimated selling price in the ordinary course of business less the estimated
      costs of completion and the estimated costs necessary to make the
      sale.





Concentration
      of Credit Risk





Financial
      instruments, which potentially subject the Company to concentrations of credit
      risk, consist of cash and cash equivalents and accounts receivables. The Company
      places its cash with high quality financial institutions. The Company extends
      credit based on an evaluation of the customer's financial condition, generally
      without collateral. Exposure to losses on receivables is principally dependent
      on each customer's financial condition. The Company periodically reviews its
      trade receivables in determining its allowance for doubtful accounts.





Property
      and Equipment





Property
      and equipment are stated at cost and are depreciated using the straight-line
      method over their estimated useful lives as follows:




Building
                and improvements
            31
                yearsFurniture
                and fixtures
            3
                -
                10 yearsVehicles
            6
                -
                12 years





The
      land
      use rights are amortized on a straight-line basis over the unexpired period
      of
      the rights. Private ownership of land is not allowed in the PRC. Rather,
      entities acquire the right to use the land for a designated term. The leasehold
      lands are located in Chengdu, Sichuan Province, PRC, held under land use rights
      for periods ranging from 19 to 20 years with expiring dates ranging from
      December 2018 to April 2021. Expenditures for maintenance and repairs are
      charged to operations as incurred while renewals and betterments are
      capitalized. Gains and losses on disposals are included in the results of
      operations.





Real
      Estate Held for Sale





Real
      estate held for sale are stated at cost, which includes construction costs
      incurred and other costs attributable to the construction of the related assets,
      less provision for any impairment in value.


F-9




**Golden
        Autumn Holdings Inc.**
 **(Formerly
        Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
        to Condensed Consolidated Financial Statements**
 **June
        30, 2007**
 **(Unaudited)**


**Note
      2 – Summary of Significant Accounting Policies (Cont’d)**





Borrowing
      Costs





Borrowing
      costs that are directly attributable to the acquisition, construction or
      production of an asset that takes a substantial period of time to bring to
      its
      intended use or sale are capitalized as part of the cost of that asset. All
      other borrowing costs are recognized as an expense as incurred. Capitalization
      of borrowing costs commences when expenditures for the asset and borrowing
      costs
      are being incurred and the activities to prepare the asset for its intended
      use
      are in progress. Borrowing costs are capitalized at the weighted average cost
      of
      the related borrowings until the asset is ready for its intended
      use.





Impairment
      of Long-Lived Assets





SFAS
      No.
      144 requires that long-lived assets to be disposed of by
      sale, including those of discontinued operations, be measured at the lower
      of carrying amount or fair value less cost to
      sell, whether reported in continuing operations or in
      discontinued operations.   SFAS No. 144 broadens
      the reporting of discontinued operations to include all components of an
      entity with operations that can be distinguished from the rest of the entity
      and
      that will be eliminated from the ongoing operations of the entity in
      a disposal transaction.  SFAS No. 144 also establishes
      a "primary-asset" approach to determine the cash flow
      estimation period for a group of assets and liabilities that represents the
      unit of accounting for a long-lived asset to be held and used.





Income
      Taxes





The
      Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
      for Income Taxes." Deferred taxes are provided on the liability method whereby
      deferred tax assets are recognized for deductible temporary differences, and
      deferred tax liabilities are recognized for taxable temporary differences.
      Temporary differences are the differences between the reported amounts of assets
      and liabilities and their tax bases. Deferred tax assets are reduced by a
      valuation allowance when, in the opinion of management, it is more likely than
      not that some portion or all of the deferred tax assets will be realized.
      Deferred tax assets and liabilities are adjusted for the effects of changes
      in
      tax laws and rates on the date of enactment. The Company's subsidiaries in
      China
      are governed by the Income Tax Law of the People's Republic of China concerning
      Foreign Investment Enterprises and Foreign Enterprises and local income tax
      laws
      (the "PRC Income Tax Law"). Pursuant to the PRC Income Tax Law, wholly-owned
      foreign enterprises are subject to tax at a statutory rate of 33% (30% state
      income tax plus 3% local income tax). According to PRC taxation policy, funeral
      service is exempted from profit tax. Therefore Sichuan Baoguang Yinfa Industrial
      Co. Ltd., Sichuan Baoguang Golden Autumn Senior Living Development Co. Ltd.
      and
      Sichuan Baoguang Funeral Service Chain Co. Ltd. are not subject to PRC profit
      tax. For Chengdu Xinjing Huayuan Real Estate Development Co. Ltd. profit tax
      rate reduced to 15% was approved by the tax authority. Sichuan Golden Autumn
      Garden Property Management Service Co., is subjected to profit tax at 33%.
      Golden Autumn Holdings (Hong Kong) Limited and Golden Autumn Development (Hong
      Kong) Ltd are limited companies incorporated in Hong Kong, whereas the profits
      tax rate is 17.5%. However, the Sichuan Golden Autumn Garden Property Management
      Service Co. and Golden Autumn Holdings (Hong Kong) Limited and Golden Autumn
      Development (Hong Kong) Ltd have net operating losses.





In
      December 2004, the FASB issued FASB Staff Position (FSP) No. FAS 109-1,
“Application of FASB Statement No. 109, Accounting for Income Taxes, to the
      Tax
      Deduction on Qualified Production Activities Provided by the American Jobs
      Creation Act of 2004.” The American Jobs Creation Act includes a tax deduction
      of up to 9 percent (when fully phased-in) of the lesser of (a) “qualified
      production activities income,” as defined in the Act, or (b) taxable income
      (after the deduction for the utilization of any net operating loss carry
      forwards). This tax deduction is limited to 50 percent of W-2 wages paid by
      the
      taxpayer. The adoption of the Act and related estimated deduction would not
      have
      a material impact on the Company's financial position, results of operation
      or
      cash flows.


F-10




**Golden
      Autumn Holdings Inc.**


**(Formerly
      Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**


**Notes
      to Condensed Consolidated Financial Statements**


**June
      30, 2007**


**(Unaudited)**


**Note
        2 – Summary of Significant Accounting Policies (Cont’d)**


In
      December 2004, the FASB issued FASB Staff Position (FSP) No. FAS 109-2,
“Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
      Provision within the American Jobs Creation Act of 2004.” The American Jobs
      Creation Act (Job Act) introduces a special one-time dividends received
      deduction on the repatriation of certain foreign earnings to a U.S. taxpayer
      (repatriation provision), provided certain criteria are met. FSP No. 109-2
      provides accounting and disclosure guidance for the repatriation provision.
      FSP
      No. 109-2 is effective immediately and the Job Act was enacted in October 2004.
      FSP No. 109-2 allows for time beyond the financial reporting period of enactment
      to evaluate the effect of the Jobs Act on its plan for reinvestment or
      repatriation of foreign earnings for purposes of applying SFAS No. 109. The
      Company did not repatriate any foreign earnings pursuant to the Job
      Act.





Earnings
      Per Share




The
      Company reports earnings per share in accordance with SFAS No. 128, "Earnings
      per Share." Basic earnings per share is computed by dividing income available
      to
      common shareholders by the weighted average number of common shares available.
      Diluted earnings per share is computed similar to basic earnings per share
      except that the denominator is increased to include the number of additional
      common shares that would have been outstanding if the potential common shares
      had been issued and if the additional common shares were dilutive. At June
      30,
      2007 and 2006 there were no common stock equivalents outstanding.





Stock
      Based Compensation





On
      January 1, 2006 the Company adopted Statement of Financial Accounting Standards
      No. 123 (revised 2004) "Share-Based Payment" ("SFAS 123 (R) which requires
      the
      measurement and recognition of compensation expense for all share-based payment
      awards made to employees and directors including employee stock options and
      employee stock purchases related to a Employee Stock Purchase Plan based on
      the
      estimated fair values. SFAS 123 (R) supersedes the Company's previous accounting
      under Accounting Principles Board Opinion No.25, "Accounting for Stock Issued
      to
      Employees" ("APB 25") for the periods beginning fiscal 2006.





The
      Company adopted SFAS 123 (R) using the modified prospective transition method,
      which required the application of the accounting standard as of January 1,
      2006.
      The Company’s financial Statements as of and for the nine months ended June 30,
      2006 reflect the impact of SFAS 123(R). In accordance with the modified
      prospective transition method, the Company's financial statements for the prior
      periods have not been restated to reflect, and do not include the impact of
      SFAS
      123 (R). During the nine months ended June 30, 2007, there were no stock options
      granted to employees.





Recently
      Issued Accounting Pronouncements





On
      February 16, 2006 the FASB issued SFAS 155, “Accounting for Certain Hybrid
      Instruments,” which amends SFAS 133, “Accounting for Derivative Instruments and
      Hedging Activities,” and SFAS 140, “Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities.” SFAS 155 allows financial
      allows financial instruments that have embedded derivatives to be accounted
      for
      as a whole (eliminating the need to bifurcate the derivative from its host)
      if
      the holder elects to account for the whole instrument on a fair value basis.
      SFAS 155 also clarifies and amends certain other provisions of SFAS 133 and
      SFAS
      140. This statement is effective for all financial instruments acquired or
      issued in fiscal years beginning after September 15, 2006. The Company does
      not
      expect its adoption of this new standard to have a material impact on its
      financial position, results of operations or cash flows.


F-11


**Golden
        Autumn Holdings Inc.**
 **(Formerly
        Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
        to Condensed Consolidated Financial Statements**
 **June
        30, 2007**
 **(Unaudited)**
 **Note
          2 – Summary of Significant Accounting Policies
          (Cont’d)**


In
      March
      2006, the FASB issued FASB Statement No. 156, Accounting for Servicing of
      Financial Assets - an amendment to FASB Statement No. 140. Statement 156
      requires that an entity recognize a servicing asset or servicing liability
      each
      time it undertakes an obligation to service a financial asset by entering into
      a
      service contract under certain situations. The new standard is effective for
      fiscal years beginning after September 15, 2006. The Company does not
      expect its adoption of this new standard to have a material impact on its
      financial position, results of operations or cash flows.





In
      June
      2006, the FASB issued FASB Interpretation (FIN) No. 48, “Accounting for
      Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in
      income taxes recognized in an enterprise’s financial statements in accordance
      with FASB Statement No. 109, Accounting for Income Taxes. This Interpretation
      prescribes a recognition threshold and measurement attribute for the financial
      statement recognition and measurement of a tax position taken or expected to
      be
      taken in a tax return. This Interpretation also provides guidance on
      de-recognition, classification, interest and penalties, accounting in interim
      periods, disclosure, and transition. The Company does not expect the adoption
      of
      this Interpretation to have a material impact on its consolidated financial
      position, results of operations or cash flows.





In
      September 2006 the Financial Account Standards Board (the “FASB”) issued its
      Statement of Financial Accounting Standards 157, Fair Value Measurements. This
      Statement defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principles (GAAP), and expands disclosures
      about fair value measurements. This Statement applies under other accounting
      pronouncements that require or permit fair value measurements, the Board having
      previously concluded in those accounting pronouncements that fair value is
      the
      relevant measurement attribute. Accordingly, this Statement does not require
      any
      new fair value measurements. However, for some entities, the application of
      this
      Statement will change current practice. FAS 157 effective date is for fiscal
      years beginning after November 15, 2007. The Company does not expect adoption
      of
      this standard will have a material impact on its financial position, operations
      or cash flows.





Recently
      Issued Accounting Pronouncements (cont’d)





In
      September 2006 the FASB issued its Statement of Financial Accounting Standards
      158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
      Plans”. This Statement improves financial reporting by requiring an employer to
      recognize the overfunded or underfunded status of a defined benefit
      postretirement plan (other than a multiemployer plan) as an asset or liability
      in its statement of financial position and to recognize changes in that funded
      status in the year in which the changes occur through comprehensive income
      of a
      business entity or changes in unrestricted net assets of a not-for-profit
      organization. This Statement also improves financial reporting by requiring
      an
      employer to measure the funded status of a plan as of the date of its year-end
      statement of financial position, with limited exceptions. The effective date
      for
      an employer with publicly traded equity securities is as of the end of the
      fiscal year ending after December 15, 2006. The Company does not expect adoption
      of this standard will have a material impact on its financial position,
      operations or cash flows.





In
      February 2007, the Financial Account Standards Board (the “FASB”) issued SFAS
      No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.”
SFAS 159 permits entities to choose to measure many financial instruments,
      and
      certain other items, at fair value. SFAS 159 applies to reporting periods
      beginning after November 15, 2007. The adoption of SFAS 159 is not expected
      to
      have a material impact on the Company’s financial condition or results of
      operations.


F-12




**Golden
      Autumn Holdings Inc.**


**(Formerly
      Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**


**Notes
      to Condensed Consolidated Financial Statements**


**June
      30, 2007**


**(Unaudited)**


**Note
      3 – Cemetery Properties and Other Inventories**





Cemetery
      properties and other inventories at June 30, 2007 (Unaudited) consisted of
      the
      following:





2007Vaults
                and burial plots
            
            $
            10,258,919Work
                in progress -vaults
            
            
            387,296Others
            
            
            8,377$
            10,654,592




**Note
      4 – Real Estate Held for Sale**





At
      June
      30, 2007(Unaudited), real estate held for sale consists primarily of
      construction work in progress totaling $4,802,913.





**Note
      5 – Property and Equipment**





Property
      and equipment at June 30, 2007 (Unaudited) consisted of the
      following:





2007Property
                and equipment
            
            $
            5,992,219Less
                accumulated depreciation
            
            
            (1,774,732
            )Property
                and equipment, net
            
            $
            4,224,487





The
      total
      depreciation expense for the nine months ended June 30, 2007 is $164,013.




**Note
      6 – Other Receivables**





At
      June
      30, 2007(Unaudited), the Company had advances outstanding of $1,364,918. The
      other
      receivables consist primarily of two non-interest bearing demand loan
      receivables from third parties, Sichuan Funeral Association and Gong Chen Zin
      Co.





**Note
      7 – Land Use Rights**





In
      China,
      land is asset of the government. The Company maintains only use rights from
      local governmental authorities. The Company has use rights on three properties
      consisting of approximately 20 acres of land with land use rights of 20 years
      expiration from the date of purchase. Land use rights are stated at cost less
      accumulated amortization and any impairment losses. The land use rights are
      amortized on a straight line basis over the life of the rights.





In
      December 1997, November 2000 and November 2003, the Company acquired the land
      use rights related to Land # 1 ( 12 acres), Land #2 (4.6 acres) and Land #3
      (
      3.2 acres) with original cost basis of $1,005,217, $237,579 and $421,325,
      respectively. As of June 30, 2007, the Company had changed 15.2 acres of the
      above land titles from Yinfa to Golden Autumn Holdings Inc. and has not
      transferred the remaining 4.6 acres of land titles to Golden Autumn. Memorial
      park is operated by the Company on the pieces of land.





At
      June
      30, 2007(Unaudited), land use rights cost net of accumulated amortization was
      $1,584,7670.





**Note
      8 – Short Term Bank Loan, Secured**




The
      Company had a short term bank loan. At June 30, 2007(Unaudited), the balance
      outstanding was $525,486. The Company short term borrowings $776,197(6 Million
      CNY) were drawn in February 2007 with a maturity due date within nine months,
      the Company paid back $250,711(2 Million CNY) in May 2007. Interest is charged
      at 11.02% per annum. The short term bank loan is secured by land use
      rights.


F-13




**Golden
      Autumn Holdings Inc.**


**(Formerly
      Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**


**Notes
      to Condensed Consolidated Financial Statements**


**June
      30, 2007**


**(Unaudited)**


**Note
      9 – Customer Deposits**





Customer
      deposits principally consist of deposits from purchasers of Condominium units
      which are recorded as a liability until the sale is recognizable. At June 30,
      2007 (Unaudited), customer deposits totaled $1,476,274.





**Note
      10 – Deferred Revenue**





Deferred
      revenue reflects the unearned portion of Condominium units sold using the
      percentage of completion method of accounting. At June 30, 2007 (Unaudited),
      deferred revenues totaled $682,200.





**Note
      11 – Stockholders’ Equity**





Common
      Stock





The
      Company has a total of 75,000,000 authorized shares of common stock with a
      par
      value of $.001 per share.





All
      references to common stock, share and per share amounts have been retroactively
      restated to reflect the exchange ratio of 17,032,970 share of Armitage Mining
      Corp's common stock for 2,648,214 shares of the acquirer's common stock
      outstanding immediately prior to the merger as if the exchange had taken place
      as of the beginning of the earliest period presented.





In
      accordance with the terms of the merger, the Company issued 1,119,000 shares
      of
      common stock relating to the merger.





During
      the nine months ended June 30, 2007 (Unaudited), the Company issued 1,990,031
      shares of common stock for consulting fees totaling $1,990,031. The shares
      were
      valued at a $1.00 per share. As of June 30, 2007 (Unaudited), the Company had
      20,142,003 shares of common stock issued and outstanding.





Retained
      Earnings (Deficit)





The
      Predecessor's Articles of Association requires the appropriation of 10% of
      its
      profit after taxation each year to the statutory surplus reserve until the
      balance reaches 50% of the registered share capital. According to the provision
      of the Predecessor's Articles of Association, in normal circumstances, the
      statutory surplus reserve shall only be used for making up losses and
      capitalization into share capital. However, the Joint Venture's Articles of
      Association does not have such specific requirements. As of June 30, 2007
      (Unaudited), the restricted retained earnings related to statutory surplus
      reserve totaled $193,640.





**Note
      11 – Stockholders’ Equity**  **(Cont’d)**





Pursuant
      to the PRC Company Law, the JV or its predecessor shall make allocation from
      their profit after taxation at the rate of 5% to 10% to the statutory public
      welfare fund. The statutory public welfare fund can only be utilized on capital
      items for employee collective welfare. Individual employees only have the right
      to use these facilities, the titles to which will remain with the JV or its
      predecessor. The statutory public welfare fund forms part of the stockholders'
      equity but is non-distributable other than in liquidation. As of June 30, 2007
      (Unaudited), restricted retained earnings related to statutory public welfare
      fund totaled $98,820.





Warrants





At
      June
      30, 2007 (Unaudited), the following table summarizes the changes in warrants
      outstanding and the related prices for the shares of the company's common stock
      issued to non-employees of the Company.


F-14




**Golden
      Autumn Holdings Inc.**


**(Formerly
      Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**


**Notes
      to Condensed Consolidated Financial Statements**


**June
      30, 2007**


**(Unaudited)**


**Note
        11 – Stockholders’ Equity**  **(Cont’d)**
 
 **Warrants
                  Outstanding**
              
              **Warrants
                  Exercisable**Exercise
                Prices
              
              Number
                  Outstanding
              
              Weighted
                  Average Remaining Contractual Life
                (years)
              
              Weighted
                  Average
                Exercise
                  Price
              
              Number
                  Exercisable
              
              Weighted
                Average
                Remaining
                Contractual
                Life(years)$1.00
              
              
              1,000,000
              
              
              4.55
              
              $
              1.00
              
              
              1,000,000
              
              
              4.55
 
 Transactions
        involving warrants are summarized as follows:
 
 **Number
                  of Shares**
              
              **Weighted**
                **Average**
                **Price
                  Per Share**Outstanding
                  at October 1, 2006
              
              
              -
              
              
              -Granted
              
              
              1,000,000
              
              $
              1.00Exercised
              
              
              -
              
              
              -Cancelled
                  or expired
              
              
              -
              
              
              -Outstanding
                  at June 30, 2007
              
              
              1,000,000
              
              $
              1.00
 
 The
        estimated value of the compensatory warrants granted to non-employees in
        exchange for services and financing expenses was determined using the
        Black-Scholes pricing model and the following assumptions:
 
 2007Significant
                  assumptions (weighted-average):Risk-free
                  interest rate at grant date
              
              
              4.55
              %Expected
                  stock price volatility
              
              
              150
              %Expected
                  dividend payout
              
              
              --Expected
                  option life-years
              
              
              5




The
      Company entered into a consulting agreement with Galway Holdings LLC, dated
      February 14, 2007, pursuant to which the Company issued Galway Holdings a
      warrant, which terminates on February 14, 2012, to purchase 1,000,000
      shares of AMC's common stock at $1.00 per share. The Company valued the warrants
      using the Black-Scholes calculation model, and the warrants were deemed to
      have
      a combined value of $916,000. This amount was charged to expense on the
      Company's financial statements for the nine months ending June 30, 2007
      (Unaudited).





**Note
      12 – Related Party Transactions**





Amounts
      due from related company





At
      December 31, 2005, Chengdu Jinma Chuanxi Entertainment Co., Ltd., a company
      under the control of Mr. Guanglong Li, and director of Golden Autumn Holdings
      Inc. maintained a loan payable balance of $3,353,020. The outstanding loan
      balance comprised of cash advances of approximately $2,319,665 for the purposes
      of acquiring certain shares of the Predecessor. These debts are unsecured and
      interest free. In 2006, Chengdu Jinma Chuanxi Entertainment Co., Ltd repaid
      a
      portion of the debt by returning common shares in Golden Autumn Holdings Inc.
      valued $2,319,665. As of June 30, 2007, Chengdu Jinma Chuanxi Entertainment
      Co.,
      Ltd. outstanding receivable was approximately $905,150. Chuanxi Entertainment
      paid off $128,205(1,000,000 CNY) in January of 2007.





F-15


**Golden
        Autumn Holdings Inc.**
 **(Formerly
        Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
        to Condensed Consolidated Financial Statements**
 **June
        30, 2007**
 **(Unaudited)**


Amounts
      due to stockholders





At
      June
      30, 2007, loans due to stockholders totaled $286,238 after paying off $78,978
      in
      June 2007. The loan due to stockholders was an unsecured non-interest bearing
      demand loan.





Office
      buildings shared by subsidiaries





Golden
      Autumn Senior Living Development Co., Ltd. owns an office building in the suburb
      of Chengdu, the Capital of Sichuan Province of P.R.China. Affiliated companies,
      Hua Yuan Real Estate Development Co., Ltd., Baoguang Memorial Products &
Services Chain Co., Ltd. and Golden Autumn Garden Property Management Co.,
      Ltd.,
      all share space in the building for administrative and management purpose.
      No
      related party lease revenue is recorded in the accompanying financial
      statements.





**Note
      13 – Commitments and Contingencies**





Litigation





In
      the
      ordinary course of business, the Company is generally subject to claims,
      complaints, and legal actions. At June 30, 2007, management believes that the
      Company is not a party to any action which would have a material impact on
      its
      financial condition, operations, or cash flows.





**Note
      13 – Commitments and Contingencies (cont’d)**





Customer
      Mortgage Guarantees




In
      the
      ordinary course of business practices in China, we enter into transactions
      with
      banks or other lenders where we guarantee the debt of other parties. These
      parties may be related to or unrelated to us.




Under
      U.S. GAAP, these transactions may not be recorded on our balance sheet or may
      be
      recorded in amounts different than the full contract or notional amount of
      the
      transaction. Our primary off balance sheet arrangements would result from our
      loan guarantees in which Chengdu Xinjing Hua Yuan Real Estate Development Co.,
      Ltd would provide contractual assurance of mortgage debt, or guarantee the
      timely re-payment of principal and interest of the purchasers of condominium
      units.


F-16


**Golden
        Autumn Holdings Inc.**
 **(Formerly
        Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
        to Condensed Consolidated Financial Statements**
 **June
        30, 2007**
 **(Unaudited)**


Typically,
      no fees are received for this service. Thus in those transactions, Chengdu
      Xinjing Hua Yuan Real Estate Development Co., Ltd would have a contingent
      obligation related to the guarantee of payment in the event the purchasers
      of
      condominium units default in mortgage payments.




Transactions
      described above require accounting treatment under FASB Interpretation 45,
      Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including
      Indirect Guarantees of Indebtedness of Others, or FIN 45.Under
      that standard, we would be required to recognize the fair value of guarantees
      issued or modified for non-contingent guarantee obligations, and also a
      liability for contingent guarantee obligations based on the probability that
      the
      guaranteed party will not perform under the contractual terms of the guarantee
      agreement.




We
      have
      assessed the fair value of the liabilities arising from these guarantees and
      considered they are immaterial to the consolidated financial statements.
      Therefore, no liabilities in respect of the guarantees were recognized as of
      June 30, 2007. As of June 30, 2007 (Unaudited), the Company has guaranteed
      third
      party mortgages held by customers related to the sales of condominiums totaling
      $777,450.




Economic
      Environment





Significantly
      all of the Company's operations are conducted in the PRC, the Company is subject
      to special considerations and significant risks not typically associated with
      companies operating in the United States of America. These risks include, among
      others, the political, economic and legal environments and foreign currency
      exchange. The Company's


results
      may be adversely affected by changes in the political and social conditions
      in
      the PRC, and by changes in governmental policies with respect to laws and
      regulations, anti-inflationary measures, currency conversion and remittance
      abroad, and rates and methods of taxation, among other things.





The
      granting of land use licenses is a common practice in China as all land is
      government-owned, and, at present, no option to purchase land has ever been
      granted. Pursuant to the laws of China,





**Note
      13 – Commitments and Contingencies (cont’d)**





all
      land
      belongs to the government. Regardless of whether real estate is purchased or
      sold for


residential
      or business purposes, the purchaser will receive the ownership license and
      a
      permit to only use the land, as opposed to owning the land.





Upon
      transfer of title of the units to purchasers of our
      real
      estate development ,
      we will
      not


have
      any
      interest in such units or licensed land. However, we conduct our sales of burial
      space, niches and funeral supplies in our Memorial park which we have a limited
      rights in accordance with land use license (Note 7).





**Note
      14 – Retirement Plans**





The
      Company participates in a defined contribution retirement program organized
      by
      the relevant local government authority in Mainland China. Employees of the
      Company eligible to participate in the retirement plan are entitled to
      retirement benefits from the plan. The local government authority is responsible
      for the pension liabilities to these retired employees. The Company is required
      to make monthly contributions to the retirement plan up to the time of
      retirement of the eligible employees, at 20% of the local standard basic
      salaries.





As
      of
      June 30, 2007, the Company had no significant obligation apart from the
      contribution as stated above.


F-17




**Golden
      Autumn Holdings Inc.**


**(Formerly
      Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**


**Notes
      to Condensed Consolidated Financial Statements**


**June
      30, 2007**


**(Unaudited)**


**Note
      15 – Subsequent Events**





On
      July
      26, 2007, the Company acquired a land use right in Chengdu through a subsidiary
      for future development at a consideration of $730,578, of which $394,115 was
      paid on July 26, 2007. The remaining balance of $336,463 will be payable within
      one year.





**Note
      16 – Segment Reporting**





Operating
      segments are defined by SFAS No. 131, *“Disclosures
      about Segments of an Enterprise and Related Information”* (“SFAS
      No. 131”), as components of an enterprise about which separate financial
      information is available that is evaluated regularly by the chief operating
      decision maker, or decision-making group, in deciding how to allocate resources
      and in assessing performance. The Company’s reportable operating segments are
      the two operating groups, which are (1) funeral
      products and services and (2) real
      estate development and community services. Information regarding the Company’s
      reportable operating segments is as follows:




**2007**
              
              
              Real
                  Estate
              
              
              FuneralDevelopment
                  and
              
              
              Products/Service
              
              
              Nine
                  Months EndedCommunity
                  Services
              
              
              and
                  Others
              
              
              September
                  30, 2007Revenue
                  from external customers(all in China)
              
              $
              11,161,312
              
              $
              243,528
              
              $
              11,404,840Cost
                  of revenues
              
              
              7,697,087
              
              
              106,306
              
              
              7,803,393Gross
                  profit
              
              
              3,464,225
              
              
              137,222
              
              
              3,601,447Selling
                  expenses
              
              
              621,397
              
              
              67,621
              
              
              689,018General
                  and administrative expenses
              
              
              174,457
              
              
              647,169
              
              
              821,626Consluting
                  expense
              
              
              -
              
              
              2,491,031
              
              
              2,491,031Shell
                  Purchase,Legal expenses
              
              
              -
              
              
              840,000
              
              
              840,000Allowance
                  for A/R
              
              
              55,176
              
              
              2,306,828
              
              
              2,362,004Depreciation
                  and amortization
              
              
              68,889
              
              
              164,794
              
              
              233,683Financial
                  expenses
              
              
              31,648
              
              
              19,470
              
              
              51,118Total
                  operating expenses
              
              
              951,567
              
              
              6,536,913
              
              
              7,488,480Income
                  from operations
              
              $
              2,512,658
              
              $
              (6,399,691
              )
              $
              (3,887,033
              )Total
                  assets
              
              $
              8,122,452
              
              $
              16,519,578
              
              $
              24,642,030Total
                  liabilities
              
              $
              6,887,936
              
              $
              655,294
              
              $
              7,543,230Capital
                  expenditures
              
              $
              14,961
              
              $
              41,240
              
              $
              56,201**2006**
              
              
              Real
                  Estate
              
              
              FuneralDevelopment
                  and
              
              
              Products/Service
              
              
              Nine
                  Months EndedCommunity
                  Services
              
              
              and
                  Others
              
              
              September
                  30, 2006Revenue
                  from external customers(all in China)
              
              $
              1,148,334
              
              $
              363,188
              
              $
              1,511,522Cost
                  of revenues
              
              
              679,193
              
              
              29,982
              
              
              709,175Gross
                  profit
              
              
              469,141
              
              
              333,205
              
              
              802,346Selling
                  expenses
              
              
              464,235
              
              
              99,864
              
              
              564,099General
                  and administrative expenses
              
              
              151,815
              
              
              600,975
              
              
              752,790Depreciation
                  and amortization
              
              
              5,115
              
              
              84,294
              
              
              89,409Financial
                  expenses
              
              
              275
              
              
              9,386
              
              
              9,661Total
                  operating expenses
              
              
              621,440
              
              
              794,520
              
              
              1,415,960Income
                  from operations
              
              $
              (152,299
              )
              $
              (461,315
              )
              $
              (613,614
              )Total
                  assets
              
              $
              5,115,653
              
              $
              19,366,466
              
              $
              24,482,119Total
                  liabilities
              
              $
              5,880,624
              
              $
              1,054,413
              
              $
              6,935,038Capital
                  expenditures
              
              $
              1,644
              
              $
              39,604
              
              $
              41,248


F-18
 **Golden
          Autumn Holdings, Inc.**
 **(Formerly
          Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Unaudited)**


**Item
      2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





The
      information in this report contains forward-looking statements within the
      meaning of the Private Securities Litigation Reform Act of 1995. This Act
      provides a "safe harbor" for forward-looking statements to encourage companies
      to provide prospective information about themselves so long as they identify
      these statements as forward looking and provide meaningful cautionary statements
      identifying important factors that could cause actual results to differ from
      the
      projected results. All statements other than statements of historical fact
      made
      in this report are forward looking. In particular, the statements herein
      regarding industry prospects and future results of operations or financial
      position are forward-looking statements. Forward-looking statements reflect
      management's current expectations and are inherently uncertain. Our actual
      results may differ significantly from management's expectations.





The
      following discussion and analysis should be read in conjunction with the
      financial statements and notes thereto included elsewhere in this report and
      read in conjunction with the consolidated financial statements and footnotes
      thereto included in the Company's Form 8K/A filed on April 11,
      2007.





This
      discussion should not be construed to imply that the results discussed herein
      will necessarily continue into the future, or that any conclusion reached herein
      will necessarily be indicative of actual operating results in the future. Such
      discussion represents only the best present assessment of our
      management.





**Overview**





On
      February 14, 2007, Armitage Mining Corp. ("AMC" or "Armitage Mining") entered
      into and closed a share exchange agreement with Golden Autumn Holdings Inc.
      ("Golden Autumn" or the “Company”), and each of Golden Autumn's shareholders
      (the "Purchase Agreement"). Pursuant to the Purchase Agreement, AMC acquired
      all
      of the issued and outstanding capital stock of Golden Autumn from the Golden
      Autumn shareholders in exchange for 17,032,970 shares of AMC's common stock.
      As
      a result, Golden Autumn is now a majority owned subsidiary of AMC.




In
      connection with the acquisition of Golden Autumn on February 14, 2007, Michael
      Potts, resigned as president, chief executive officer, secretary and treasure.
      Guanglong Li has been appointed to serve as AMC's chairman and chief executive
      officer, Charles Fu has been appointed to serve as AMC's president, Hua Li
      has
      been appointed to Serve as AMC's chief operating officer, and Guangxin Tang
      has
      been appointed to serve as AMC's chief financial officer. Mr. Fu was also
      elected to AMC's Board.


F-19
 **Golden
          Autumn Holdings, Inc.**
 **(Formerly
          Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Unaudited)**


AMC
      entered into a consulting agreement with Galway Holdings LLC, dated February
      14,
      2007, pursuant to which AMC issued Galway Holdings a warrant, which terminates
      on February 14, 2012, to purchase 1,000,000 shares of AMC's common stock at
      $1.00 per share and paid Galway Holdings LLC $425,000. Pursuant to an Agreement
      and Release agreement dated February 14, 2007. Michael Potts returned 600,000
      shares of AMC's common stock owned by him to AMC and AMC transferred its assets
      to Michael Potts. Michael Potts is a member of Galway Holdings LLC.




On
      May 7,
      2007, AMC changed its name to Golden Autumn Holdings, Inc.





Golden
      Autumn was incorporated under the laws of the State of Delaware on January
      7,
      2005. Under its original Certificate of Incorporation, the Company
      initially had 1,500 authorized shares with no par value. On May 30,
      2005, Golden Autumn's Certificate of Incorporation was amended to
      increase the authorized shares to 15,000,000 shares of common stock with par
      value of $0.01 per share. The Company subsequently issued 3,000,000 shares
      of
      common stock and repurchase 351,786 shares from one shareholder on February
      16,
      2006.




Golden
      Autumn is a Delaware holding company that owns 92% of equity interest in a
      Chinese company, Sichuan Baoguang Golden Autumn Senior Living Development Co.,
      Ltd. ("Sichuan Golden Autumn"), as a Sino-US equity joint venture. Sichuan
      Golden Autumn's predecessor, Baoguang Yinfa Industrial Co., Ltd. ("Baoguang"),
      was established in February 2003 as a result of reorganization of Sichuan
      Baoguang Tower Memorial Park Company Limited, and the purpose of reorganization
      was to facilitate the sale of the Company's stock to outside qualified investors
      in China. The minority interest of 8% is held by Baoguang Yinfa Industrial
      Co.
      Ltd, Golden Autumn’s predecessor. Previously, Baoguang was a non-profit and
      quasi-governmental entity named Chengdu Baoguang Tower Memorial Park, which
      was
      established in February 1997. In September 2002, the Company was privatized
      and
      its name was changed to the Sichuan Baoguang Tower Memorial Park Company
      Limited. As used in this report, the terms "we," "us," and "our" and words
      of
      like import refer to Golden Autumn and its subsidiaries.





The
      Company and its subsidiaries (collectively the “Group”) are principally engaged
      in retirement community development and management in the People’s Republic of
      China (the “PRC” or “China”). The Group develops and manages privately-owned
      retirement communities in the PRC, and also provides health care, food,
      entertainment and shopping services to its senior residents through the
      Group-owned health care centers, restaurants, entertainment centers and shopping
      centers. As part of business integration and cross-marketing, the Group also
      engaged in memorial park development and management in the PRC. The Group’s
      memorial park develops and sells burial spaces and the spaces for keeping the
      boxes of cremated remains as well as provides memorial services and
      products.





RESULTS
      OF OPERATIONS: NINE MONTHS ENDED JUNE 30, 2007 AS COMPARED TO NINE MONTHS ENDED
      JUNE 30, 2006





Revenues





For
      the
      nine months ended June 30, 2007, our total revenues were $11,404,839 as compared
      to total revenues of $1,511,521 for the nine months ended June 30, 2006, an
      increase of $9,893,318. The
      increase in revenues was primarily a result of that the Phase II of the
      Company's real estate development project was mostly completed during the nine
      months ended June 30, 2007 and, while Phase I was completed but Phase II just
      started during the nine months ended June 30, 2006. In addition, the Company
      experienced a decline in cemetery and funeral product sales due to an increase
      in competition in the memorial park business with many of our competitors
      selling their products at lower prices.


F-20
 **Golden
          Autumn Holdings, Inc.**
 **(Formerly
          Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Unaudited)**


Cost
      of
      Revenues and Gross Profit





For
      the
      nine months ended June 30, 2007, our total cost of revenues were $7,803,392
      as
      compared to total cost of revenues of $709,175 for the nine months ended June
      30, 2006, an increase of $7,094,217. The increase in cost of revenues was a
      result that of the Phase II of the Company's real estate development
      project was mostly completed during the nine months ended June 30, 2007, while
      Phase I was totally completed but Phase II just started during the nine months
      ended June 30, 2006. In addition, the Company experienced a decline in gross
      profit percentage due to the substantial competition noted above while gross
      profit as a percentage of revenues decreased to 32% from 53% for the nine months
      ended June 30, 2007 and 2006, respectively.





Operating
      Expenses





Total
      operating expenses were $7,488,480 for the nine months ended June 30, 2007
      as
      compared to operating expenses of $1,415,960 for the nine months ended June
      30,
      2006, an increase of $6,072,520 or approximately 428.86%





Included
      in this increase were:





·
            For
                the nine months ended June 30, 2007, selling expenses amounted to
                $689,018
                compared to $564,099 for the nine months ended June 30, 2006 an increase
                of $124,919 or approximately 22.14%. For the nine months ended June
                30,
                2007 and 2006, selling expenses were approximately 6.04% and 37.32%
                of our
                revenues, respectively.




·
            For
                the nine months ended June 30, 2007, we incurred general and
                administrative fees of $6,748,344 as compared to $842,199 for the
                nine
                months ended June 30, 2006, an increase of $5,906,145, or 701.28%.The increase is due primarily to an increase of non cash expenses
                related
                to warrants and common stock issued as a result of the recapitalization
                consulting and professional fees of $2,906,031 and a bad debt reserve
                on
                related party receivables of $2,362,004. In addition, the Company
                charged
                general and administrative fees of $425,000 related to the acquisition
                of
                Armitage Mining Corp during the nine months ended June 30,
                2007.




Net
      Loss





Net
      Loss
      for the nine months period ended June 30, 2007 was $3,922,810, an increase
      of
      $3,365,180 as compared to a net loss of $557,630 for the nine months period
      ended June 30, 2006. The increase in net loss resulted from an increase of
      general and administrative expense incurred in U.S. entity as noted
      above.




RESULTS
      OF OPERATIONS: THREE MONTHS ENDED JUNE 30, 2007 AS COMPARED TO THE THREE MONTHS
      ENDED JUNE 30, 2006




Revenues





For
      the
      three months ended June 30, 2007 our total revenues were $5,237,322, as compared
      to total revenues of $53,433 for the three months ended June 30, 2006, an
      increase of $5,183,889 or approximately 97 folds. The increase in revenues
      is a
      result of the Company’s completion of Phase II of the real estate development
      project during the three months ended June 30, 2007 and full payments were
      collected from most of the buyers. On the other hand, for the three months
      ended
      June 30, 2006, Phase I was already closed, Phase II was in preliminary stage.





Cost
      of
      Sales and Gross Profit





For
      the
      three months ended June 30, 2007, cost of revenues amounted to $3,634,252 or
      approximately 69.39% of revenues as compared to cost of revenues of $8,699
      or
      approximately 16.28% of revenues for the year three months ended June 30, 2006. The
      increase in cost of revenues was a result that of the Phase II of the
      Company's real estate development project was mostly completed during the nine
      months ended June 30, 2007, while Phase I was totally completed but Phase II
      just started during the nine months ended June 30, 2006.


F-21
 **Golden
          Autumn Holdings, Inc.**
 **(Formerly
          Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Unaudited)**


Operating
      Expenses





Total
      operating expenses were $3,015,402 for the three months ended June 30, 2007
      as
      compared to operating expenses of $357,715 for the three months ended June
      30,
      2006, an increase of $2,657,687, or approximately 742.96%.





Included
      in this increase were:





·
            For
                the three months ended June 30, 2007, selling expenses amounted to
                $294,218 compared to $99,024 for the three months ended June 30,
                2006, an
                increase of $195,194 or approximately 197.12%. For the three months
                ended
                June 30, 2007 and 2006, selling expenses were approximately 5.62%
                and
                185.32% of our revenues, respectively. The increase of selling expenses
                is
                due to the additional costs incurred to sell Phase II
                units.





·
            For
                the three months ended June 30, 2007, we incurred general and
                administrative fees of $2,700,183 as compared to $255,031 for the
                three
                months ended June 30, 2006, an increase of $2,445,152, or 958.77%.
                The
                increase is due to the $2,362,004 bad debt reserve recorded during
                this
                quarter.





Net
      Loss





Net
      loss
      for the three months ended June 30, 2007 was $1,469,218 as compared to a net
      loss of $282,262 for the three months ended June 30, 2006. This increase of
      net
      loss resulted primarily from an increase in general and administrative expenses
      as noted above.





LIQUIDITY
      AND CAPITAL RESOURCES





At
      June
      30, 2007, we had negative working capital of $1,635,114 and cash and cash
      equivalents of $1,079,768.




Net
      cash
      provided by operating activities was $638,862 for the nine months ended June
      30,
      2007 as compared to $972,444 provided by operating activities for the nine
      months ended June 30, 2006.





Net
      cash
      used in investing activities were $867,917 for the nine months ended June 30,
      2007 as compared to net cash used in investing activities $1,421,134 for the
      nine months ended June 30, 2006. This
      decrease in cash used in investing activities was due primarily to a reduction
      in advances on loans receivables of $350,961, reduction in payments for land
      use
      rights of $217,209 and $14,953 increase in purchase of fixed assets in comparing
      2007 and 2006.





Net
      cash
      provided by financing activities was $464,513 for the nine months ended June
      30,
      2007 as compared to $1,014,473 for the nine months ended June 30, 2006. The
      decrease in cash provided by financing activities was due primarily to a
      reduction in paid in capital received from the recapitalization during the
      nine
      months ended June 30, 2006.





We
      will
      need additional investments in order to continue operations to cash flow break
      even. Additional investments are being sought, but we cannot guarantee that
      we
      will be able to obtain such investments. Financing transactions may include
      the
      issuance of equity or debt securities, obtaining credit facilities, or other
      financing mechanisms. However, the trading price of our common stock and the
      downturn in the U.S. stock and debt markets could make it more difficult to
      obtain financing through the issuance of equity or debt securities. Even if we
      are
      able to raise the funds required, it is possible that we could incur unexpected
      costs and expenses, fail to collect significant amounts owed to us, or
      experience unexpected cash requirements that would force us to seek alternative
      financing. Further, if we issue additional equity or debt securities,
      stockholders may experience additional dilution or the new equity securities
      may
      have rights, preferences or privileges senior to those of existing holders
      of
      our common stock. If additional financing is not available or is not available
      on acceptable terms, we will have to curtail our
      operations.


F-22
 **Golden
          Autumn Holdings, Inc.**
 **(Formerly
          Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Unaudited)**





Inflation





The
      management does not believe that inflation has had a material effect on our
      business, financial condition or results of operations. If the costs were to
      become subject to significant inflationary pressures, the Company may not be
      able to fully offset such higher costs through price increases. Our inability
      or
      failure to do so could adversely affect our business, financial condition and
      results of operations.





Off
      Balance Sheet Arrangements





As
      of the
      date of this report and other than the guarantees that are currently disclosed
      within the Company’s financial statements, we do not have any additional
      off-balance sheet arrangements that we are required to disclose pursuant to
      these regulations. In the ordinary course of business, we enter into operating
      lease commitments, purchase commitments and other contractual obligations.
      These
      transactions are recognized in our financial statements in accordance with
      generally accepted accounting principles in the United States.





**CRITICAL
      ACCOUNTING POLICIES**





Our
      discussion and analysis of our financial condition and results of operations,
      including the discussion on liquidity and capital resources, are based upon
      our
      financial statements, which have been prepared in accordance with accounting
      principles generally accepted in the United States. The preparation of these
      financial statements requires us to make estimates and judgments that affect
      the
      reported amounts of assets, liabilities, revenues and expenses, and related
      disclosure of contingent assets and liabilities. On an ongoing basis, management
      re-evaluates its estimates and judgments, particularly those related to the
      determination of the estimated revenue recognition and impairment of long-lived
      assets.





Revenue
      Recognition





The
      Company recognizes revenue in accordance with Staff Accounting Bulletin No.
      104,
      Revenue Recognition (“SAB104”), which superseded Staff Accounting Bulletin No.
      101, Revenue Recognition in Financial Statements (“SAB101”). SAB 101 requires
      that four basic criteria must be met before revenue can be recognized: (1)
      persuasive evidence of an arrangement exists; (2) delivery has occurred; (3)
      the
      selling price is fixed and determinable; and (4) collectibility is reasonably
      assured. Determination of criteria (3) and (4) are based on management's
      judgments regarding the fixed nature of the selling prices of the products
      delivered and the collectibility of those amounts.





The
      Company has two segments including the following revenue recognition
      policies:





2.
            Funeral
                Products and Services


a.
            Sichuan
                Baoguang Golden Autumn Senior Living Development Co., Ltd sells at-need
                burial space, niches and funeral supplies, provides related services
                in
                Memorial park. Sales related to pre-need burial spaces, niches and
                funeral
                supplies are immaterial. Prearranged funeral home services provide
                for
                future funeral home services generally determined by prices prevailing
                at
                the time that the contract is signed. Upon performance of the contracted
                funeral home service, the Company recognizes the earnings as funeral
                home
                revenues. Revenue is recognized when contracts are signed and payments
                are
                collected.  All direct and indirect costs associated with the sale of
                cemetery products are expensed in the period
                incurred.


F-23
 **Golden
          Autumn Holdings, Inc.**
 **(Formerly
          Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Unaudited)**


Deferred
      revenue represents prepaid maintenance that is separately invoiced for future
      delivery of maintenance services to be delivered in the Memorial Park. The
      Company is amortizing one-time maintenance revenue over a straight line basis
      over 20 years.





b.
            Sichuan
                Baoguang Memorial Products & Services Chain Co., Ltd. engages in
                manufacturing funeral and memorial products as well as providing
                funeral
                and memorial services. Revenues are recognized when the services
                are
                provided or products are delivered, also collection of payments are
                assured.





3.
            Real
                Estate Development and Community
                Services




a.
            Chengdu
                Xinjing Hua Yuan Real Estate Development Co., Ltd develops senior
                communities and sells condominiums. Revenues from real estate sales,
                including multi-family residences, are recognized upon closing of
                sales
                contracts in accordance with Statement of Financial Accounting Standards
                No. 66, “Accounting for Sales of Real Estate” (“FAS 66”). A
                portion of real estate inventory and estimates for costs to complete
                are
                allocated to each housing unit based on the relative sales value
                of each
                unit as compared to the sales value of the total project. Revenues
                for
                multi-family residences under construction are recognized, in accordance
                with FAS 66, using the percentage-of-completion method of accounting
                when (1) construction is beyond a preliminary stage, (2) the
                buyer has made sufficient deposit and is committed to the extent
                of being
                unable to require a refund except for nondelivery of the unit,
                (3) sufficient units have already been sold to assure that the entire
                property will not revert to rental property, (4) sales price is
                collectible, and (5) aggregate sales proceeds and costs can be
                reasonably estimated. Revenue is recognized in proportion to the
                percentage of total costs incurred in relation to estimated total
                costs.





b.
            Sichuan
                Golden Autumn Garden Property Management Services Co., Ltd provides
                health
                care, food, entertainment and shopping services to the senior residents
                in
                the retirement communities through the Group-owned facilities. Revenues
                are recognized when the services are performed and collection of
                payments
                are assured.





Country
      Risk





As
      the
      Company's principal operations are conducted in the PRC, the Company is subject
      to special considerations and significant risks not typically associated with
      companies in North America and Western Europe. These risks include, among
      others, risks associated with the political, economic and legal environments
      and
      foreign currency exchange limitations encountered in the PRC. The Company's
      results of operations may be adversely affected by changes in the political
      and
      social conditions in the PRC, and by changes in governmental policies with
      respect to laws and regulations, among other things.





In
      addition, all of the Company's transactions undertaken in the PRC are
      denominated in Chinese Yuan Renminbi (CNY), which must be converted into other
      currencies before remittance out of the PRC may be considered. Both the
      conversion of CNY into foreign currencies and the remittance of foreign
      currencies abroad require the approval of the PRC
      government.


F-24
 **Golden
          Autumn Holdings, Inc.**
 **(Formerly
          Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Unaudited)**


Foreign
      Currency Translation





The
      accounts of the Company were maintained, and their consolidated financial
      statements were expressed in the CNY. Such consolidated financial statements
      were translated into U.S. Dollars in accordance with Statement of Financial
      Accounts Standards ("SFAS") No. 52, "Foreign Currency Translation," with the
      CNY
      as the functional currency. According to the Statement, all assets and
      liabilities were translated at the exchange rate on the balance sheet date,
      stockholder's equity are translated at the historical rates and statement of
      operations items are translated at the weighted average exchange rate for the
      year. The resulting translation adjustments are reported under other
      comprehensive income in accordance with SFAS No. 130, "Reporting Comprehensive
      Income.”





Cemetery
      Properties and Other Inventories




Cemetery
      properties and other inventories are stated at the lower of cost or market.
      Cost, calculated on a weighted average basis, comprises all costs of purchases,
      costs of conversion and other costs incurred in bringing the inventories to
      their present location and condition. Market value is the estimated selling
      price in the ordinary course of business less the estimated costs of completion
      and the estimated costs necessary to make the sale.





Property
      and Equipment





Property
      and equipment are stated at cost and are depreciated using the straight-line
      method over their estimated useful lives as follows:




Building
                and improvements
            31
                yearsFurniture
                and fixtures
            3
                -
                10 yearsVehicles
            6
                -
                12 years





The
      land
      use rights are amortized on a straight-line basis over the unexpired period
      of
      the rights. Private ownership of land is not allowed in the PRC. Rather,
      entities acquire the right to use the land for a designated term. The leasehold
      lands are located in Chengdu, Sichuan Province, PRC, held under land use rights
      for periods ranging from 19 to 20 years with expiring dates ranging from
      December 2018 to April 2021. Expenditures for maintenance and repairs are
      charged to operations as incurred while renewals and betterments are
      capitalized. Gains and losses on disposals are included in the results of
      operations.





Real
      Estate Held for Sale





Real
      Estate held for sale is stated at cost, which includes construction costs
      incurred and other costs attributable to the construction of the related assets,
      less provision for any impairment in value. No depreciation is provided in
      respect of properties under development until the construction work is
      completed.





Impairment
      of Long-Lived Assets





SFAS
      No.
      144 requires that long-lived assets to be disposed of by
      sale, including those of discontinued operations, be measured at the lower
      of carrying amount or fair value less cost to
      sell, whether reported in continuing operations or in
      discontinued operations.   SFAS No. 144 broadens
      the reporting of discontinued operations to include all components of an
      entity with operations that can be distinguished from the rest of the entity
      and
      that will be eliminated from the ongoing operations of the entity in
      a disposal transaction.  SFAS No. 144 also establishes
      a "primary-asset" approach to determine the cash flow
      estimation period for a group of assets and liabilities that represents the
      unit of accounting for a long-lived asset to be held and used.


F-25
 **Golden
          Autumn Holdings, Inc.**
 **(Formerly
          Sichuan Baoguang Yinfa Shiye Co. Ltd and Subsidiaries)**
 **Notes
          to Condensed Consolidated Financial Statements**
 **(Unaudited)**


**Item
      3.   Controls and Procedures.**




(a)
      Evaluation of Disclosure Controls and Procedures




As
      of
      June 30, 2007, our management carried out an evaluation, under the supervision
      of our Chief Executive Officer and Chief Financial Officer of the effectiveness
      of the design and operation of our system of disclosure controls and procedures
      pursuant to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under
      the Exchange Act).  Based on that evaluation, our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are not effective to provide reasonable assurance that information
      we
      are required to disclose in reports that we file or submit under the Exchange
      Act is recorded, processed, summarized and reported within the time periods
      specified in SEC rules and forms, and that such information is not accumulated
      and communicated to our management, including our chief executive officer and
      chief financial officer, as appropriate, to allow timely decisions regarding
      required disclosure. Please see the subsection “Significant Deficiencies In
      Disclosure Controls And Procedures Or Internal Controls” below.




There
      were no changes in our internal controls over financial reporting that have
      materially affected, or are reasonable likely to materially affect, our internal
      controls over financial reporting during the three months ended June 30,
      2007





The
      Company is required to be in compliance with the certification requirements
      of
      Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control
      for
      the year ending December 31, 2007. While management will be working on a plan,
      no assurance can be made at this point that the implementation of such controls
      and procedures will be completed in a timely manner or that they will be
      adequate once implemented. Failure to develop adequate internal control and
      hiring of qualified accounting personnel may result in a “material weakness” in
      the Company's internal control relating to the above activities.




(b)
      Changes in Internal Controls





Except
      as
      described below, there were no changes in internal controls over financial
      reporting that occurred during the period covered by this report that have
      materially affected, or are reasonably likely to materially effect, our internal
      control over financial reporting.




Significant
      Deficiencies In Disclosure Controls And Procedures Or Internal
      Controls




We
      have
      identified the following material weaknesses of our internal
      controls:




o
            Lack
                of sufficient accounting staff which results in a lack of segregation
                of
                duties necessary for a good system of internal
                control.




The
      Company is currently continuing its review in order to design enhanced controls
      and procedures to remedy this deficiency.




F-26


**PART
        II – OTHER INFORMATION**
 
 **Item
        1.   Legal Proceedings.**
 
 We
        are
        not a party to any pending legal proceeding, nor is our property the subject
        of
        a pending legal proceeding, that is not in the ordinary course of business
        or
        otherwise material to the financial condition of our business. 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.**





Not
      applicable.





**** **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.**





Exhibit
              Number
            
            Description31.1
            
            Certification
                by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
                of the Exchange Act.31.2
            
            Certification
                by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
                of the Exchange Act.32.1
            
            Certification
                by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
                of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of
                the
                United States Code.32.2
            
            Certification
                by and Chief Financial Officer, required by Rule 13a-14(b) or Rule
                15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title
                18
                of the United States Code.




F-27


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.




GOLDEN
                AUTUMN HOLDINGS, INC.Dated:
                  August 20 , 2007
            By:
            */s/Guanglong
                Li*Guanglong
                LiChief
                Executive OfficerDated:
                  August 20, 2007
            By:
            */s/Guanxin
                Tang*Guangxin
                TangChief
                Financial Officer




F-28