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

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 or 15~~(d)Date of ~~the~~Earliest ~~Securities~~Event ~~Exchange Act~~Reported): ofAugust ~~1934~~ 24, 2012

~~Date~~GOLDENWAY, ~~of Report~~ INC. (~~Date~~Exact name of ~~Earliest~~registrant ~~event~~as ~~Reported):~~specified ~~March~~in ~~29, 2012~~its charter)

GOLDENWAY, INC.(Exact name of registrant as specified in its charter)

Nevada	000-53615	22-3968194
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

Nevada	333-154610	22-3968194
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

Suites 3701-4, 37/F
Tower 6, The Gateway, Habour City,
Tsim Sha Tsui, Kowloon,
Hong Kong
(Address of Principal Executive Offices)

Suites 3701-4, 37/F Tower 6, The Gateway, Habour City, Tsim Sha Tsui, Kowloon, Hong Kong (Address of principal executive offices)

+852 3719-9399
(Registrant's telephone number, including area code)

~~___________________________________________________~~_________________________________________________(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ _] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ _] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ _] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

~~Item~~IMPORTANT ~~5.02.~~NOTICES ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~

In connection with the planned redomestication of Goldenway, ~~Appointment~~Inc., a Nevada corporation (the “Company”) to Hong Kong, pursuant to a plan of merger ~~Independent~~and ~~Director~~reorganization with the Company’s wholly-owned subsidiary, Goldenway Financial Holdings Limited, a Hong Kong limited company (“Goldenway Financial”), Goldenway Financial has filed a registration statement on Form F-4 (the “Registration Statement”) containing an information statement/prospectus with the SEC. The Company will mail or otherwise make available a definitive information statement/prospectus to the stockholders of the Company in accordance with SEC rules, regulations and staff policies, providing them with notice of the transaction. Stockholders are urged to read the definitive information statement/prospectus regarding the plan of merger and reorganization carefully and in its entirety (when available) because it will contain important information regarding the purpose and effects of the transaction. Stockholders can obtain, without charge, a copy of the information statement/prospectus and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. Stockholders will also be able to obtain, without charge, a copy of the information statement/prospectus and other relevant documents (when available) by directing a request to Corporate Secretary, Goldenway, Inc., Suites 3701-4, 37/F, Tower 6, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong.

This current report on Form 8-K may contain certain statements Onthat ~~March~~may 29include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, ~~2012~~as amended (the ~~Board~~“Securities Act”), and Section 21E of ~~Directors~~the Securities Exchange Act of ~~Goldenway~~1934, ~~Inc.~~as amended (the “~~Company~~Exchange Act”). ~~appointed~~All statements, Mrother than statements of historical fact, are “forward-looking statements.” ~~Kelvin~~These ~~Hey~~forward-looking ~~Wah~~statements ~~Tang~~are tooften ~~serve~~identified by the use of forward-looking terminology such as “should,” “believes,” “expects,” a“anticipates” ~~director~~or ofsimilar expressions, and involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, ~~effective~~they ~~immediately~~involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of their respective dates. The ~~Board~~Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of ~~Directors~~a ~~also~~variety ~~determined~~of factors, including those discussed in the Company’s periodic reports and registration statements that Mrare filed with and available from the Securities and Exchange Commission. ~~Tang~~All forward-looking statements ~~meets~~attributable to the ~~requirements~~Company ofor ~~“independent”~~persons asacting ~~defined~~on its behalf are expressly qualified in ~~the~~their ~~Listing~~entirety ~~Rules~~by ofthese ~~The~~factors. ~~Nasdaq~~Other ~~Stock~~than ~~Market~~as required under the securities laws, ~~Inc~~the Company does not assume a duty to update these forward-looking statements.

~~Mr.~~ITEM ~~Tang, age 40, was appointed as a director of the Company on March 29, 2012~~1.01 ~~Mr.~~ENTRY ~~Tang~~INTO ~~has~~A ~~over~~MATERIAL 13DEFINITIVE ~~years’ experience in auditing, commercial accounting, financial statement management and reporting~~AGREEMENT. Mr. Tang has served since March, 2005 as a secretary of WLG Inc, an international logistics company. He has also served as the corporate finance manager of its operating subsidiary, Wako Express (HK) Co. Ltd. since June 2004 and became the finance director – China from September 2010, where he was responsible for preparing consolidated accounts and financial statements under US GAAP, overseeing all accounting matters and setting up internal control and identifying risks and remedies. Before joining WLG Inc, Mr. Tang has been working in public accounting firms and he has been an audit supervisor of CCIF CPA Ltd where he was responsible for supervising audit team and completed statutory audit for listed and other companies. Mr. Tang holds a Master Degree in Corporate Finance from Hong Kong Polytechnics University and a Bachelor’s Degree in Science from the University of Hong Kong. Mr. Tang has been a member of Association of Chartered Certified Accountants since 2001.

On ~~March~~August 2928, 2012, the Company entered into ~~the~~an ~~Company's~~Agreement ~~form~~and Plan of ~~Independent~~Merger ~~Director~~and ~~Agreement~~Reorganizaton ~~and~~(the ~~Indemnification~~“Plan ~~Agreement~~of ~~with~~Merger”), ~~Mr.~~dated ~~Tang.~~August ~~Under~~28, 2012, between the ~~terms~~Company ofand ~~the~~Goldenway ~~Independent~~Financial ~~Director~~Holdings ~~Agreement~~Limited, a Hong Kong limited company and the Company’s ~~agreed~~wholly-owned tosubsidiary ~~pay~~formed Mrfor that purpose. ~~Tang~~Pursuant ato ~~fee~~the Plan of $2 Merger,~~500~~ ~~per~~the ~~month~~Company aswill ~~compensation~~change ~~for~~its jurisdiction ~~the~~of ~~services~~incorporation from Nevada to beHong ~~provided~~Kong by ~~him~~merging aswith anand ~~Independent~~into Goldenway ~~Director~~Financial. ~~Under~~Pursuant to the terms of the ~~Indemnification~~Plan ~~Agreement~~of Merger, ~~the~~Goldenway Financial ~~Company~~will ~~agreed~~be tothe ~~indemnify~~surviving ~~Mr.~~entity ~~Tang~~and ~~against~~the ~~expenses,~~issued ~~judgments,~~and ~~fines,~~outstanding ~~penalties~~shares ~~or other~~of ~~amounts~~the ~~actually~~Company’s ~~and~~Common ~~reasonably~~Stock ~~incurred~~will byautomatically ~~him~~be inconverted ~~connection~~into ~~with~~shares ~~any~~of Goldenway ~~proceeding~~Financial ordinary shares, ~~provided~~at ~~that~~the herate ~~has~~of ~~acted~~one inordinary ~~good~~share ~~faith~~of Goldenway ~~and~~Financial infor ~~the~~each ~~best~~single ~~interests~~share of the Company.’s ~~This~~Common ~~brief~~Stock. ~~description~~The Plan of ~~the~~Merger ~~terms~~will ofbecome effective upon the ~~Independent~~filing ~~Director~~of ~~Agreement~~Articles ~~and~~of Merger with ~~Indemnification~~the ~~Agreement~~Office isof ~~qualified~~the bySecretary ~~reference~~of toState for the ~~provisions~~State of Nevada which we anticipate will occur approximately 20 days after the ~~agreements~~information ~~attached~~statement/prospectus included toin ~~this~~the ~~report~~Registration asStatement ~~Exhibits~~is ~~10.1~~first ~~and~~mailed 10to the Company’s stockholders.2.

~~Mr.~~After ~~Tang~~the iseffective ~~not~~date ~~related~~of tothe ~~any~~merger, ofGoldenway Financial will own and continue to conduct the Company’s ~~executive~~business in substantially the same manner as it is currently being conducted by the Company. Goldenway Financial will also be managed by the same Board of Directors and executive officers orthat ~~directors~~currently manage the Company. However, ~~nor~~the ~~has~~Memorandum heand ~~been~~Articles of aAssociation ~~party~~of toGoldenway ~~any~~Financial ~~transaction~~will ~~requiring~~become ~~disclosure~~the ~~pursuant~~governing toinstruments ~~Item~~of the ~~404(a)~~Company and will differ in several respects from the current Articles of Incorporation ~~Regulation~~and ~~S-K~~Bylaws of the Company. For details regarding the Plan of Merger, including the reasons therefor and the effects on stockholders of the Company, see the information statement/prospectus included with the Registration Statement filed with the SEC on August 29, 2012.

~~Item~~The ~~9.01.~~foregoing ~~Financial~~description ~~Statements~~of the Plan of Merger is qualified in its entirety by reference to the Plan of Merger, which is attached hereto as Exhibit 10.1 and ~~Exhibits~~incorporated by reference herein.

~~(d)~~ITEM ~~Exhibits~~5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Exhibit No.	Description
10.1	Independent Director Agreement, dated as of March 29, 2012, by and between Goldenway, Inc. and Kelvin Hey Wah Tang
10.2	Indemnification Agreement, dated as of March 29, 2012, by and between Goldenway, Inc. and Kelvin Hey Wah Tang.

On July 31, 2012, the Board of Directors of the Company adopted resolutions, subject to stockholder approval, to change the Company’s jurisdiction of incorporation from Nevada to Hong Kong by way of a merger with and into the Company’s wholly-owned Hong Kong subsidiary, Goldenway Financial Holdings Limited, and authorized the Company’s entry into a Plan and Agreement of Merger and Reorganization, or the Plan of Merger, with Goldenway Financial. On August 24, 2012, Goldenway Investments Holdings Limited, the Company’s 71% majority stockholder as of that date, acted by a written consent in lieu of a meeting to approve the Company’s entry into the Plan of Merger in accordance with the Nevada Revised Statutes.

The information statement/prospectus included in the ~~SIGNATURE~~Registration Statement filed with the SEC on August 29, 2012, constitutes an information statement under Section Rule 14c-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules thereunder. A definitive information statement/prospectus will be mailed or otherwise made available to the stockholders of the Company in accordance with SEC rules, regulations and staff policies, providing them with notice of the transaction when the SEC’s review of the Registration Statement is completed.

~~Pursuant~~ITEM to9.01. ~~the~~FINANCIAL ~~requirements~~STATEMENTS ofAND the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, in Hong Kong, Special Administrative Region of the People’s Republic of China on June 5, 2012EXHIBITS.

~~GOLDENWAY,~~(d) ~~INC~~Exhibits.

By: /s/ Ricky Wai Lam Lai

Exhibit	Description
10.1	Agreement and Plan of Merger and Reorganization, dated August 28, 2012, by and between, Goldenway, Inc. and Goldenway Financial Holdings Limited

~~Ricky~~SIGNATURE ~~Wai Lam Lai Chief Executive Officer~~

~~EXHIBIT~~Pursuant ~~INDEX~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.	Description
	GOLDENWAY, INC.
10.1	Independent Director Agreement, dated as of March 29, 2012, by and between Goldenway, Inc. and Kelvin Hey Wah Tang
Dated: August 30, 2012	By: /s/ Ricky Wai Lam Lai
10.2	Indemnification Agreement, dated as of March 29, 2012, by and between Goldenway, Inc. and Kelvin Hey Wah Tang.
	Ricky Wai Lam Lai
	Chief Executive Officer

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