**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**Form
      10-QSB**





(Mark
      One)





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


FOR
      THE
      QUARTERLY PERIOD ENDED MARCH 31, 2007





o
      TRANSITION 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 x
      No o




Indicate
      by check mark whether registrant is a shell company (as defined in Rule 12b-2
      of
      the Exchange Act).  Yes o No
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 May 10, 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 o No x











**GOLDEN
      AUTUMN HOLDINGS, INC.**


**MARCH
      31, 2007 QUARTERLY REPORT ON FORM 10-QSB**




**TABLE
      OF CONTENTS**





**Page****PART
                I - FINANCIAL INFORMATION**Item
                1. Financial Statements
            2Item
                2. Management’s Discussion and Analysis or Plan of
                Operation
            19Item
                3. Controls and Procedures
            24**PART
                II - OTHER INFORMATION**Item
                1. Legal Proceedings
            25Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            25Item
                3. Defaults Upon Senior Securities
            26Item
                4. Submission of Matters to a Vote of Security Holders
            26Item
                5. Other Information
            26Item
                6. Exhibits and Reports on Form 8-K
            26**SIGNATURES**
            27




1





**PART
      I - FINANCIAL INFORMATION**





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




**Golden
      Autumn Holdings Inc.**


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


**Condensed
      Consolidated Balance Sheet**


**(Unaudited)**


**March
                  31, 2007**ASSETSCurrent
                  Assets:Cash
                  and cash equivalents
              
              $
              911,819Accounts
                  receivable, net
              
              
              1,269,557Real
                  estate held for resale
              
              
              5,731,695Other
                  current assets
              
              
              12,222Total
                  current assets
              
              
              7,925,293Property
                  and equipment
              
              
              4,233,547Cemetery
                  properties and other inventories
              
              
              10,501,509Land
                  use rights
              
              
              1,603,329Due
                  from related parties
              
              
              1,649,712Other
                  receivables
              
              
              1,980,020Total
                  Assets
              
              $
              27,893,410LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  Liabilities:Short
                  term loan
              
              $
              776,197Accounts
                  payable
              
              
              2,736,073Income
                  tax payable
              
              
              537,339Customer
                  deposits
              
              
              2,099,002Due
                  to related parties
              
              
              811,880Deferred
                  revenue
              
              
              2,030,688Other
                  current liabilities
              
              
              363,670Total
                  current liabilities
              
              
              9,354,849Total
                  Liabilities:
              
              
              9,354,849Minority
                  Interest
              
              
              1,262,437Stockholders'
                  Equity:Common
                  Stock, par value $0.001, 75,000,000 shares authorized;20,142,003
                  shares issued and outstanding as of March 31, 2007
              
              
              20,142Additional
                  paid in capital
              
              
              15,957,557Statutory
                  surplus reserve
              
              
              193,640Statutory
                  public welfare fund
              
              
              98,820Retained
                  earnings
              
              
              -275,074Other
                  comprehensive income
              
              
              1,281,039Total
                  stockholders' equity
              
              
              17,276,124Total
                  Liabilities and Stockholders' Equity
              
              $
              27,893,410





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




2





**Golden
      Autumn Holdings Inc.**


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


**Condensed
      Consolidated Statements of Operations and Comprehensive
      Loss**


**(Unaudited)**


**Three
                  Months Ended March 31**
              
              **Six
                  Months Ended March 31****2007**
              
              **2006**
              
              **2007**
              
              **2006**Revenues:Real
                  estate sales
              
              $
              2,764,774
              
              $
              349,830
              
              $
              6,021,595
              
              $
              1,145,531Cemetery
                  and funeral product sales
              
              
              119,420
              
              
              75,716
              
              
              92,432
              
              
              247,309Other
                  products and services
              
              
              26,534
              
              
              33,994
              
              
              53,490
              
              
              65,248Total
                  revenues
              
              
              2,910,728
              
              
              459,540
              
              
              6,167,517
              
              
              1,458,088Cost
                  of revenues:Cost
                  of real estate sales
              
              
              1,917,692
              
              
              163,657
              
              
              4,130,250
              
              
              677,535Cost
                  of cemetery and funeral products
              
              
              22,960
              
              
              2,406
              
              
              30,692
              
              
              11,502Cost
                  of other products and services
              
              
              5,740
              
              
              6,536
              
              
              8,198
              
              
              11,439Total
                  cost of revenues
              
              
              1,946,392
              
              
              172,599
              
              
              4,169,140
              
              
              700,476Gross
                  profit
              
              
              964,336
              
              
              286,941
              
              
              1,998,377
              
              
              757,612Operating
                  expenses:Selling
                  expense
              
              
              225,389
              
              
              106,151
              
              
              394,800
              
              
              465,076General
                  and administrative expenses
              
              
              3,682,730
              
              
              351,871
              
              
              4,048,161
              
              
              587,168Financial
                  expenses
              
              
              10,299
              
              
              4,839
              
              
              30,117
              
              
              6,001Total
                  operating expenses
              
              
              3,918,418
              
              
              462,861
              
              
              4,473,078
              
              
              1,058,245Loss
                  from operations
              
              
              (2,954,082
              )
              
              (175,920
              )
              
              (2,474,701
              )
              
              (300,633
              )Other
                  income
              
              
              1,732
              
              
              1,240
              
              
              8,435
              
              
              1,321Loss
                  before income taxes and minority interest
              
              
              (2,952,350
              )
              
              (174,680
              )
              
              (2,466,266
              )
              
              (299,312
              )Provision
                  for income taxes
              
              
              81,846
              
              
              -
              
              
              200,682
              
              
              -Loss
                  before minority interest
              
              
              (3,034,196
              )
              
              (174,680
              )
              
              (2,666,948
              )
              
              (299,312
              )Minority
                  interest in loss of consolidated subsidiaries, net of income
                  taxes
              
              
              (242,736
              )
              
              (13,974
              )
              
              (213,356
              )
              
              (23,945
              )Net
                  loss
              
              $
              (2,791,460
              )
              $
              (160,706
              )
              $
              (2,453,592
              )
              $
              (275,367
              )Gain
                  on foreign exchange translation
              
              
              209,102
              
              
              27,842
              
              
              522,754
              
              
              229,563Comprehensive
                  loss
              
              $
              (2,582,358
              )
              $
              (132,864
              )
              $
              (1,930,838
              )
              $
              (45,804
              )Net
                  loss per common share- basic and dilutive
              
              $
              (0.15
              )
              $
              (0.01
              )
              $
              (0.14
              )
              $
              (0.01
              )Weighted
                  average common shares outstanding - basic and dilutive
              
              
              19,071,115
              
              
              17,812,100
              
              
              18,046,413
              
              
              18,557,624





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





3





**Golden
      Autumn Holdings, Inc.**


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


**Condensed
      Consolidated Statement of Cash Flows**


**(Unaudited)**


**Six
                  Months Ended March 31,****2007**
              
              **2006**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (2,453,592
              )
              $
              (275,367
              )Adjustment
                  to reconcile net loss to net cashprovided
                  by (used in) operating activitiesDepreciation
                  and amortization
              
              
              149,457
              
              
              72,179Minority
                  interest in loss of subsidiaries
              
              
              (213,356
              )
              
              (23,945
              )Fair
                  value of warrants issued
              
              
              916,000
              
              
              -Common
                  stock issued for consulting services
              
              
              1,990,031
              
              
              -Changes
                  in operating assets and liabilities:(Increase)
                  decrease in:Accounts
                  receivable
              
              
              (844,236
              )
              
              (117,507
              )Accounts
                  receivable - related parties
              
              
              70,628
              
              
              (87,871
              )Other
                  current assets
              
              
              -
              
              
              245,443Cemetary
                  properties and other inventories
              
              
              199,079
              
              
              16,163Real
                  estate held for resale
              
              
              (704,891
              )
              
              (246,544
              )Increase
                  (decrease) in:Accounts
                  payable
              
              
              (270,938
              )
              
              (768,471
              )Accounts
                  payable - related parties
              
              
              -
              
              
              213,032Other
                  current liabilities
              
              
              (94,223
              )
              
              (23,806
              )Customer
                  deposits
              
              
              (922,087
              )
              
              2,226,148Deferred
                  revenue
              
              
              889,094
              
              
              -Income
                  tax payable
              
              
              355,199
              
              
              (30,679
              )Total
                  Adjustment
              
              
              1,519,757
              
              
              1,474,142Net
                  cash (used in) provided by operating activities
              
              
              (933,835
              )
              
              1,198,775CASH
                  FLOWS FROM INVESTING ACTIVITIES:Purchase
                  of property and equipment
              
              
              (42,687
              )
              
              (38,017
              )Payments
                  for other receivables
              
              
              (189,245
              )
              
              (335,346
              )Payments
                  for land use rights
              
              
              -
              
              
              (214,578
              )Net
                  cash (used in) investing activities
              
              
              (231,932
              )
              
              (587,941
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Additional
                  paid in capital from recapitalization
              
              
              0
              
              
              1,327,207Proceeds
                  from related party loans
              
              
              469,970
              
              
              -Net
                  repayments on note payable to bank
              
              
              776,195
              
              
              (124,735
              )Net
                  cash provided by (used in) financing activities
              
              
              1,246,165
              
              
              1,202,472EFFECT
                  OF EXCHANGE RATE CHANGES ON CASH
              
              
              21,414
              
              
              7,749NET
                  INCREASE IN CASH AND CASH EQUIVALENTS
              
              
              101,812
              
              
              1,821,055CASH
                  AND CASH EQUIVALENTS, Beginning of period
              
              
              810,007
              
              
              828,308CASH
                  AND CASH EQUIVALENTS, End of period
              
              $
              911,819
              
              $
              2,649,363SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:Interest
                  Paid
              
              $
              24,505
              
              $
              5,081Income
                  taxes paid
              
              $
              0
              
              $
              -NON
                  CASH INVESTING AND FINANCING ACTIVITIES:Cancellation
                  of common shares in exchange for due fromrelated
                  party loan receivable
              
              $
              2,319,665
              
              $
              -




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




4





**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**





**Note
      1 - Summary of Significant Accounting Policies**





General




The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America for interim financial information and the instructions
      to Form 10-QSB. Accordingly, they do not include all of the information and
      footnotes required by generally accepted accounting principles for complete
      financial statements.




In
      the
      opinion of management, all adjustments (consisting of normal recurring accruals)
      considered necessary for a fair presentation have been included. Accordingly,
      the results from operations for the three-month and six month period ended
      March
      31, 2007, are not necessarily indicative of the results that may be expected
      for
      the year ended Septermber 30, 2007. The unaudited condensed consolidated
      financial statements should be read in conjunction with the consolidated
      financial statements and footnotes thereto included in the Company's Form 8K/A
      filed on April 11, 2007.





Basis
      of Presentation, Business Combination and Corporate Restructure





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.





At
      the
      time of merger, AMC was inactive publicly registered shell corporation with
      no
      significant assets or operations.
      As a result of the merger, there was a change in control of the public entity.
      In accordance with SFAS No. 141, the Company was the acquiring entity. While
      the
      transaction is accounted for using the purchase method of accounting, in
      substance the Agreement is a recapitalization of the Company's capital
      structure.





For
      accounting purposes, the Company accounted for the transaction as a reverse
      acquisition and the Company is the surviving entity. The Company did not
      recognize goodwill or any intangible assets in connection with the transaction.
      Following the above-referenced share exchange, the Company has retained AMC’s
      fiscal year ending on September 30 th .





Effective
      May 7, 2007, Armitage Mining Corp. changed its name from Armitage Mining Corp.
      to Golden Autumn Holdings Inc.





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
      AMC’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.





The
      accompanying financial statements present the historical financial condition,
      results of operations and cash flows of the Company prior to the merger with
      AMC.




5





**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**


Organization
      and Line of Business





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 center, restaurant, entertainment center and shopping
      center. 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.





Consolidated
      Financial Statements





The
      accompanying consolidated financial statements as at March 31, 2007 include
      the
      accounts of the Company and its majority owned subsidiaries: Golden Autumn
      Holdings Inc. (“a Delaware Corp”), 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 (HongKong) 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 (“RMB”) and Hong Kong
      Dollar (“HKD”); however the accompanying consolidated financial statements have
      been re-measured and presented in United States Dollars ($).





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 104 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:





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 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. 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.




6




**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**





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 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 RMB, which must be converted into other currencies before
      remittance out of the PRC may be considered. Both the conversion of RMB into
      foreign currencies and the remittance of foreign currencies abroad require the
      approval of the PRC government.





Foreign
      Currency Translation





As
      of
      March 31, 2007 and 2006, the accounts of the Company were maintained, and their
      consolidated financial statements were expressed in the RMB. 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 RMB 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 rate for the conversion of one US Dollar
      to
      Chinese RMB was 7.73 at March 31, 2007.





Accounts
      Receivable





The
      Company uses the allowance method to account for uncollectible accounts
      receivable. As of March 31, 2007, the Company has an allowance for doubtful
      accounts of $194,896.




7





**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**


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.




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 March 31, 2007, 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, customer deposits and deferred revenue, the carrying
      amounts approximate fair value due to their short maturities. The amounts due
      under note payable agreements also approximate fair value because interest
      rates
      and terms offered to the Company are at current market rates.





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.





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.




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.





8





**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**





Property
      and Equipment





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




Buildingand
              improvements
            31
                years Furniture and
              fixtures
            3 - 10 years Vehicles
            3 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.





Construction
      In Progress





Properties
      under development 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. No depreciation is provided in respect
      of
      properties under development until the construction work is
      completed.





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 and Intangible Assets





The
      Company has adopted Statement of Financial Accounting Standards No. 144 (SFAS
      144). The Statement requires that long-lived assets held and used by the Company
      be reviewed for impairment whenever events or changes in circumstances indicate
      that the carrying amount of an asset may not be recoverable. Events relating
      to
      recoverability may include significant unfavorable changes in business
      conditions, recurring losses, or a forecasted inability to achieve break-even
      operating results over an extended period. The Company evaluates the
      recoverability of long-lived assets based upon forecasted discounted cash flows.
      Should an impairment in value be indicated, the carrying value of intangible
      assets will be adjusted, based on estimates of future discounted cash flows
      resulting from the use and ultimate disposition of the asset. SFAS No. 144
      also
      requires assets to be disposed of be reported at the lower of the carrying
      amount of the fair value less costs to sell.





The
      Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” The
      Company did not have any goodwill as of March 31, 2007.





9





**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**


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 subject to profit tax at 33%. However, in practice, the
      company is allowable to submit an application for tax exemption
      annually to the government. Once the application is approved, the income from
      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. can be exempted
      from profit tax by annual approval. 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
      is a
      limited company incorporated in Hong Kong, the profits tax rate is 17.5%.
      However, the Sichuan Golden Autumn Garden Property Management Service Co. and
      Golden Autumn Holdings (Hong Kong) Limited has 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.




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.





10




**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**


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 six months ended September
      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 three months and six months ended March 31, 2007 and 2006,
      there were no stock options granted to employees.





Recently
      Issued Accounting Pronouncements


In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities—Including an amendment of FASB
      Statement No. 115” (“SFAS 159”). This statement permits all entities to
      choose, at specified election dates, to measure eligible items at fair value
      (the “fair value option”). A business entity must report unrealized gains
      and losses on items for which the fair value option has been elected in earnings
      at each subsequent reporting date. Upfront costs and fees related to items
      for which the fair value option is elected must be recognized in earnings as
      incurred and not deferred. This statement is effective as of the beginning
      of an
      entity’s first fiscal year that begins after November 15, 2007. The Company
      is currently evaluating the impact, if any, of the adoption of SFAS 159.





In
      September 2006, the FASB issued SFAS No. 158, “Employers' Accounting for
      Defined Benefit Pension and Other Postretirement Plans” an amendment of FASB
      Statements No. 87, 88, 106, and 132 (R) (“SFAS 158”). SFAS 158
      requires an employer to recognize the over-funded or under-funded 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. SFAS 158 also requires the measurement of defined benefit
      plan assets and obligations as of the date of the employer's fiscal year-end
      statement of financial position (with limited exceptions). Under SFAS 158,
      the
      Company will be required to recognize the funded status of its defined benefit
      postretirement plan and to provide the required disclosures commencing as of
      July 31, 2007. The Company is currently evaluating the impact, if any, that
      SFAS158 may have on the Company's results of operations or financial
      position.




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”). This statement defines fair value, establishes a framework
      for measuring fair value and expands disclosures about fair value measurements.
      This statement does not require any new fair value measurements. The effective
      date of this statement is for fiscal years beginning after November 15,
      2007. The Company is currently evaluating the impact, if any, of the adoption
      of
      SFAS 157.





In
      September 2006, the United States Securities and Exchange Commission (“SEC”)
      issued SAB No. 108, “Considering the Effects of Prior Year Misstatements
      when Quantifying Misstatements in Current Year Financial Statements.” This SAB
      provides guidance on the consideration of the effects of prior year
      misstatements in quantifying current year misstatements for the purpose of
      a
      materiality assessment. SAB 108 establishes an approach that requires
      quantification of financial statement errors based on the effects of each of
      the
      company's balance sheet and statement of operations financial statements and
      the
      related financial statement disclosures. The SAB permits existing public
      companies to record the cumulative effect of initially applying this approach
      in
      the first year ending after November 15, 2006 by recording the necessary
      correcting adjustments to the carrying values of assets and liabilities as
      of
      the beginning of that year with the offsetting adjustment recorded to the
      opening balance of
      retained earnings. Additionally, the use of the cumulative effect transition
      method requires detailed disclosure of the nature and amount of each individual
      error being corrected through the cumulative adjustment and how and when it
      arose. The Company is currently evaluating the impact, if any, that SAB 108
      may
      have on the Company's results of operations or financial
      position.




11




**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**




In
      July
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for
      Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109.”
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 recognition, classification, interest and penalties, accounting
      in
      interim periods, disclosure, and transition. The adoption of SFAS No. 48 is
      not
      expected to have an effect on the Company's results of operations or financial
      position.





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





Cemetery
      properties and other inventories at March 31, 2007 (Unaudited) consisted of
      the
      following:




2007Vaults
                and burial plots
            
            $
            10,111,875Work
                in progress -vaults
            
            
            381,385Others
            
            
            8,249$
            10,501,509




**Note
      4 - Real Estate Held for Resale**





At
      March
      31, 2007 (Unaudited), real estate held for resale consists primarily of
      condominium construction work in progress totaling $5,731,695.





**Note
      5 - Property and Equipment**





Property
      and equipment at March 31, 2007 (Unaudited) consisted of the
      following:




2007Property
                and equipment
            
            $
            5,906,918Less
                accumulated depreciation
            
            
            (1,673,371
            )Net
                book value
            
            $
            4,233,547


The
        total
        depreciation charge for the period ended March 31, 2007 is
        $127,389.


**Note
      6 - Other Receivables**





At
      March
      31, 2007 (Unaudited), the Company had advances outstanding of $1,980,020 (net
      of
      reserves of $650,000) . The other receivables consist primarily of two
      non-interest bearing demand loan receivables from third parties, Sichuan Funeral
      Association and Gong Chen Zin Co.




12





**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**





**Note
      7 - Land Use Rights**




In
      China,
      land is the 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 usage rights
      with 19-20 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 costs of $1,005,217, $421,325 and $237,579,
      respectively. As of March 31, 2007, the Company had changed 15.2 acres of the
      above land titles from Baoguang Yinfa Industrial Co. Ltd., Golden Autumn’s
      predecessor, to Golden Autumn Holdings Inc and has not transferred the remaining
      4.6 acres of land titles to Golden Autumn. All the lands use rights are in
      memorial park.





At
      March
      31, 2007 (Unaudited), land use rights cost totaled $1,603,329.




The
      total
      amortization charge for the period ended March 31, 2007 is $22,068.





**Note
      8 - Short term Loan**




The
      Company had a short term bank loan. At March 31, 2007 (Unaudited), the balance
      outstanding was $776,197. The Company short term borrowings were drawn in
      February 2007 with a maturity due date within nine months. Interest is charged
      at 11.02% per annum





**Note 9
      - Customer Deposits**





Customer
      deposits principally consists of deposits from purchasers of Condominium units
      which are recorded as a liability until the sale is recognizable. At March
      31,
      2007 (Unaudited), customer deposits totaled $2,099,002.





**Note
      10 - Deferred Revenue**





Deferred
      revenue reflects the unearned portion of Condominium units sold using the
      percentage of completion method of accounting. At March 31, 2007 (Unaudited),
      deferred revenues totaled $2,030,688.





**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
      AMC’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 three months ended March 31, 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
      March 31, 2007 (Unaudited) ,
      the
      Company had 20,142,003 shares of common stock issued and
      outstanding.




13




**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**





Retained
      Earnings





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 JV's Articles of Association
      does not have such specific requirements. As of March 31, 2007 (Unaudited),
      the
      restricted retained earnings related to statutory surplus reserve totaled
      $193,640.





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 March 31,
      2007
      (Unaudited), restricted retained earnings related to statutory public welfare
      fund totaled $98,820.





Warrants





At
      March
      31, 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. These warrants were granted in lieu
      of
      cash for compensation for services performed of financing expenses and in
      connection with placement of convertible debentures.




**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
              
              
              4.8
              
              
              $1.00
              
              
              1,000,000
              
              
              4.8





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 March 31, 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:


**2007**Significant
                assumptions (weighted-average):Risk-free
                interest rate at grant date
            
            
            4.55
            %Expected
                stock price volatility
            
            
            150
            %Expected
                dividend payout
            
            
            --Expected
                option life-years (a)
            
            
            5





14





**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**





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 three months ending March 31, 2007
      (Unaudited).




**Note
      12 - Related Party Transactions and Balances**





Amounts
      due from directors





At
      March
      31, 2007 (Unaudited), non-interest bearing unsecured loans due from directors
      is
      $75,628.





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 $2,960,599. 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 351,786 shares of common stock in Golden Autumn
      Holdings Inc. valued $2,319,665. As of March 31, 2007( Unaudited), Chengdu
      Jinma
      Chuanxi Entertainment Co., Ltd. outstanding receivable was approximately
      $972,356.





Amounts
      due from related company





At
      March
      31, 2007 (Unaudited), the Company had a non-interest bearing demand loan
      receivable due from Chengdu Jin Feng, a company under the control of Mr. Gordon
      Gang Chen, a director of Golden Autumn Holdings Inc. of $578,913.





Amounts
      due from stockholders





At
      March
      31,2007 (Unaudited), loans due from stockholders totaled $22,815. The loan
      due
      from stockholders was an unsecured non-interest bearing demand
      loan.





Amounts
      due to stockholders and directors





At
      March
      31, 2007, loans due to stockholders and directors totaled $811,880. The loan
      due
      to stockholders and directors 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 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.




15





**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**





**Note
      13 - Commitments and Contingencies**





Litigation




In
      the ordinary course of business, the Company is generally subject to claims,
      complaints, and legal actions. At March 31, 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.




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 guaranties 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.




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 underlying
      loan
      is in default.




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
      guaranty 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
      March 31, 2007. As of March 31, 2007 (Unaudited), the Company has guaranteed
      third party mortgages held by customers related to the sales of condominiums
      totaling $986,000 .





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, 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).




16




**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**





**Note
      14 - Retirement Plans**





The
      Company participates in a defined contribution retirement program organized
      by
      the relevant local government authority in 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
      March 31, 2007 (Unaudited), the Company had no significant obligation apart
      from
      the contribution as stated above.





**Note
      15 - Subsequent Events**





None




17





**Golden
      Autumn Holdings, Inc.**


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


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**


**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:


Real
                  Estate
              
              FuneralDevelopment
                  and
              
              Products
                  and
              
              Six
                  Months EndedCommunity
                  Services
              
              Services
                  (other)
              
              March
                  31, 2007Revenue
                  from external customers (all in China)
              
              
              6,089,207
              
              
              78,310
              
              $
              6,167,517Cost
                  of revenues
              
              
              4,169,140
              
              
              -
              
              
              4,169,140Gross
                  profit
              
              
              1,920,067
              
              
              78,310
              
              
              1,998,377Selling
                  expenses
              
              
              376,436
              
              
              18,364
              
              
              394,800General
                  and administrative expenses
              
              
              3,064,111
              
              
              834,593
              
              
              3,898,704Depreciation
                  and amortization
              
              
              19,652
              
              
              129,805
              
              
              149,457Financial
                  expenses
              
              
              10,318
              
              
              19,799
              
              
              30,117Total
                  operating expenses
              
              
              3,470,517
              
              
              1,002,561
              
              
              4,473,078Income
                  from operations
              
              $
              (1,550,450
              )
              $
              (924,251
              )
              $
              (2,474,701
              )Total
                  assets
              
              $
              11,964,357
              
              $
              15,929,053
              
              $
              27,893,410Total
                  liabilities
              
              $
              8,496,315
              
              $
              1,670,413
              
              $
              10,166,728Capital
                  expenditures
              
              $
              42,687
              
              $
              -
              
              $
              42,687Real
                  Estate
              
              
              FuneralDevelopment
                  and
              
              
              Products
                  and
              
              
              Six
                  Months EndedCommunity
                  Services
              
              
              Services
                  (other)
              
              
              March
                  31, 2006Revenue
                  from external customers (all in China)
              
              $
              1,153,163
              
              $
              304,925
              
              $
              1,458,088Cost
                  of revenues
              
              
              681,929
              
              
              18,546
              
              
              700,475Gross
                  profit
              
              
              471,234
              
              
              286,379
              
              
              757,613Selling
                  expenses
              
              
              406,551
              
              
              58,525
              
              
              465,076General
                  and administrative expenses
              
              
              72,553
              
              
              198,263
              
              
              270,816Depreciation
                  and amortization
              
              
              37,921
              
              
              278,431
              
              
              316,352Financial
                  expenses
              
              
              589
              
              
              5,412
              
              
              6,001Total
                  operating expenses
              
              
              517,614
              
              
              540,631
              
              
              1,058,245Income
                  from operations
              
              $
              (46,380
              )
              $
              (254,252
              )
              $
              (300,632
              )Total
                  assets
              
              $
              8,263,592
              
              $
              16,272,670
              
              $
              24,536,262Total
                  liabilities
              
              $
              6,019,602
              
              $
              (719,451
              )
              $
              6,739,053Capital
                  expenditures
              
              $
              38,017
              
              $
              214,578
              
              $
              252,595





18




**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
      with the consolidated financial statements and footnotes thereto included in
      the
      Company’s Form 8K/A filed on April 11, 2007 and in the annual report on Form
      10-KSB for the fiscal year ended December 31, 2006. 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.




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.





19




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.





**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**





RESULTS
      OF OPERATIONS: SIX MONTHS ENDED MARCH 31, 2007 AS COMPARED TO SIX MONTHS ENDED
      MARCH 31, 2006





Revenues





For
      the
      six months ended March 31, 2007, our total revenues were $6,167,517 as compared
      to total revenues of $1,458,088 for the six months ended March 31, 2006, an
      increase of $4,709,429. 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 six months ended March 31, 2007 and, while Phase I was
      completed but Phase II just started during the six months ended March 31, 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.





Cost
      of
      Revenues and Gross Profit





For
      the
      six months ended March 31, 2007, our total cost of revenues were $4,169,140
      as
      compared to total cost of revenues of $700,475 for the six months ended March
      31, 2006, a increase of $3,468,665. The increase in cost of revenues was a
      result that of the Phase II of the Company's real estate development
      project was partially completed during the six months ended March 31, 2007,
      while Phase I was totally completed but Phase II just started during the six
      months ended March 31, 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 52% for the
      six
      months ended March 31, 2007 and 2006, respectively.





Operating
      Expenses





Total
      operating expenses were $4,473,077 for the six months ended March 31, 2007
      as
      compared to operating expenses of $1,058,245 for the six months ended March
      31,
      2006, an increase of $3,414,832 or approximately 323%.




Included
      in this increase were:





·
            For
                the six months ended March 31, 2007, selling expenses amounted to
                $394,800
                compared to $465,076 for the six months ended March 31, 2006 an decrease
                of $70,276 or approximately 15.1%. For the six months ended March
                31, 2007
                and 2006, selling expenses were approximately 6.4% and 31.9% of our
                revenues, respectively.


·
            For
                the six months ended March 31, 2007, the Company incurred general
                and
                administrative expenses of $4,048,161 as compared to $587,168 for
                the six
                months ended March 31, 2006, an increase of $3,460,993, or 589%.
                The
                increase is due primarily to an increase of $2,906,031 of non cash
                expenses related to warrants and common stock issued as a result
                of the
                recapitalization consulting and professional fees of $3,028,000 and
                acquisition cost for Armitage Mining Corp
                $425,000.




20




Net
      Loss





Net
      loss
      for the six months period ended March 31, 2007 was $2,453,592 as compared to
      a
      net loss of $275,366 for the six months period ended March 31, 2006. The
      increase in net loss resulted primarily from a increase in consulting, and
      professional fees including a $2.9 million of non-cash expenses related to
      warrants and common stock issued as a result of the
      recapitalization.





RESULTS
      OF OPERATIONS: THREE MONTHS ENDED MARCH 31, 2007 AS COMPARED TO THE THREE MONTHS
      ENDED MARCH 31, 2006





Revenues





For
      the
      three months ended March 31, 2007 our total revenues were $2,910,728, as
      compared to total revenues of $459,540 for the three months ended March 31,
      2006, an increase of $2,451,188 or approximately 533.4%. The increase in
      revenues was primarily a result of Phase II of the Company's real estate
      development project was partially completed during the three months ended March
      31, 2007, while Phase I was already finished and Phase II just started during
      the three months ended March 31, 2006. However, 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.





Cost
      of
      Sales and Gross Profit





For
      the
      three months ended March 31, 2007, cost of revenues amounted to $1,946,392
      or
      approximately 66.9% of revenues as compared to cost of revenues of $172,599
      or
      approximately 37.6% of revenues for the three months ended March 31, 2006.
      As
      mentioned earlier, the Company’s revenues increased in 2007 as a result of
      mostly completion of Phase II of the real estate development project which
      has a
      lower gross profit margin in comparison to revenues derived from cemetery and
      funeral product sales. The decrease in gross profit percentage was attributable
      to a change in the Company's revenue mix. During 2007, approximately 95% of
      the
      Company's revenue was related to real estate sales with lower gross profit
      margins. During 2006, the Company did not have much real estate
      sales.





Operating
      Expenses





Total
      operating expenses were $3,918,418 for the three months ended March 31, 2007
      as
      compared to operating expenses of $462,861 for the three months ended March
      31,
      2006, an increase of $3,455,557, or approximately 746%.





Included
      in this increase were:




General
      and Administrative Expenses


·
            For
                the three months ended March 31, 2007, selling expenses amounted
                to
                $225,389 compared to $106,151 for the three months ended March 31,
                2006,
                an increase of $119,238 or approximately 112%. For the three months
                ended
                March 31, 2007and 2006, selling expenses were approximately 7.7%
                and 23.1%
                of the Company’s revenues, respectively. The increase in selling expenses
                was attributable to the increased selling expenses related to the
                condominium sales.


·
            For
                the three months ended March 31, 2007, the Company incurred
                general and administrative fees of $3,682,730 as compared to $351,871
                for
                the three months ended March 31, 2006, an increase of $3,330,859,
                or 947%.
                The significant rise was attributable to the Consulting and professional
                fees incurred by U.S. subsidiary for bringing the company public,
                including $2,906,031 of non cash expenses related to warrants and
                common
                stock issued as a result of the
                recapitalization.




21




Net
      Loss




Net
      loss
      for the three months ended March 31, 2007 was $2,791,460, as compared to a
      net
      loss of $160,706 for the three months ended March 31, 2006. This increase
      resulted primarily from a increase in general and administrative expenses
      including a $2.9 million of non-cash expenses related to warrants and common
      stock issued as a result of the recapitalization.





LIQUIDITY
      AND CAPITAL RESOURCES





At
      March
      31, 2007, the Company had negative working capital of $1,429,555 and cash and
      equivalents of $911,819.




Net
      cash
      used in operating activities was $933,836 for the six months ended March 31,
      2007 as compared to $1,197,745 provided by operating activities for the six
      months ended March 31, 2006.





Net
      cash
      used in investing activities were $231,932 for the six months ended March 31,
      2007 as compared to $587,941 for the six months ended March 31, 2006. This
      decrease in cash used in investing activities was due primarily to a reduction
      in advances on loans receivables of $146,101, and $4,670 increase in purchase
      of
      fixed assets in comparing 2007 and 2006.





Net
      cash
      provided by financing activities was $1,246,165 for the six months ended March
      31, 2007 as compared to net cash provided by financing activities of $1,202,472
      for the six months ended March 31, 2006. This change is primarily the result
      of
      a loan of $776,196 (RMB 6,000,000) in February 2007 and $469,970 proceeds from
      related party.





The
      Company believes it has sufficient access to capital to meet its working capital
      requirements through the remainder of 2007 in available cash and in cash
      generated from operations. Additional financing may be required in order to
      meet
      growth opportunities in financing and/or investing activities. If additional
      capital is required and the Company is not successful in generating sufficient
      liquidity from operations or in raising sufficient capital resources on terms
      acceptable to the Company, this could have a material adverse effect on the
      Company's business, results of operations, liquidity and financial
      condition.




If
      additional capital is required and the Company is not successful in generating
      sufficient liquidity from operations or in raising sufficient capital resources
      on terms acceptable to the Company, this could have a material adverse effect
      on
      the Company's business, results of operations, liquidity and financial
      condition.





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





Under
      SEC
      regulations, we are required to disclose our off-balance sheet arrangements
      that
      have or are reasonably likely to have a current or future effect on our
      financial condition, such as changes in financial condition, revenues or
      expenses, results of operations, liquidity, capital expenditures or capital
      resources that are material to investors. An off-balance sheet arrangement
      means
      a transaction, agreement or contractual arrangement to which any entity that
      is
      not consolidated with us is a party, under which we have:




· Any
          obligation under certain guarantee contracts;


·Any
          retained or
          contingent interest in assets transferred to an unconsolidated entity or
          similar
          arrangement that serves as credit, liquidity or market risk support to
          that
          entity for such assets;




22




· Any
        obligation under a contract that would be accounted for as a derivative
        instrument, except that it is both indexed to our stock and classified in
        stockholder's equity in our statement of financial position;
        and




· Any
        obligation arising out of a material variable interest held by us in an
        unconsolidated entity that provides financing, liquidity, market risk or
        credit
        risk support to us, or engages in leasing, hedging or research and development
        services with us.





As
      of the
      date of this report and other than the guarantees that are currently disclosed
      within the Company's financial statements, the Company 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 AND ESTIMATES





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 104 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:





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 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. 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.




23





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 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 (RMB), which must be converted into other
      currencies before remittance out of the PRC may be considered. Both the
      conversion of RMB into foreign currencies and the remittance of foreign
      currencies abroad require the approval of the PRC government.





*Impairment
      of Long-Lived Assets*





The
      Company has adopted Statement of Financial Accounting Standards No. 144 (SFAS
      144). The Statement requires that long-lived assets and certain identifiable
      intangibles held and used by the Company be reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset
      may not be recoverable. Events relating to recoverability may include
      significant unfavorable changes in business conditions, recurring losses, or
      a
      forecasted inability to achieve break-even operating results over an extended
      period. The Company evaluates the recoverability of long-lived assets based
      upon
      forecasted discounted cash flows. Should impairment in value be indicated,
      the
      carrying value of intangible assets will be adjusted, based on estimates of
      future discounted cash flows resulting from the use and ultimate disposition
      of
      the asset. SFAS No. 144 also requires assets to be disposed of be reported
      at
      the lower of the carrying amount of the fair value less costs to
      sell.




**Item
      3.****Controls
      and Procedures**.




Evaluation
      of Disclosure Controls and Procedures




As
      of
      March 31, 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.




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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:




·
              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.





**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.**





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.




The
      issuance of AMC’s common stock to the shareholders of Golden Autumn was made in
      reliance upon the exemption provided in Section 4(2) of the Securities Act
      and
      Regulation D promulgated under the Securities Act. No form of general
      solicitation or general advertising was conducted in connection with the
      issuance of the shares.




**Item
      3.**  **Defaults
      Upon Senior Securities.**





Not
      applicable.





25


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





Not
      applicable.





**Item
      5.**  **Other
      Information.**





Not
      applicable.





**Item
                6.**
            **Exhibits.**


**Exhibit**
              **Number**
            
            **Description**


3.1
              
              Articles
                  of Merger changing the Company’s name to Golden Autumn Holdings, Inc.
                  (Incorporated by reference to the Current Report on Form 8-K filed
                  with
                  the Securities and Exchange Commission on May 10,
                  2007.)4.1
              
              Warrant
                  issued to Galway Holding, Inc. (1)10.1
              
              Share
                  Exchange Agreement by and among Armitage Mining Corp., Golden Autumn
                  Holdings, Inc., Michael Potts and the shareholders of Golden Autumn
                  Holdings, Inc. (1)10.2
              
              Agreement
                  and Release between Armitage Mining and Michael Potts
                  (1)10.3
              
              Consulting
                  Agreement between Armitage Mining and Galway Holdings, LLC
                  (1)


31.1
            
            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.


(1)
        Incorporated by reference to the Current Report on 8-K/A filed with the
        Securities and Exchange Commission on April 11, 2007.


26




**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:May
              21, 2007
            By:
            /s/ Guanglong LiGuanglong
              LiChief
              Executive Officer


Dated:May
              21, 2007
            By:
            /s/ Guangxin TangGuangxin
              TangChief
              Financial Officer




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