** **

**U.S. SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-KSB**

 

**(MarkOne)**
| **ý** | ** ** | **ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934**                                 |
|------------|------------|--------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | **for the fiscal year ended****September ****3****0****, 2003.**                                                          |
|       |       |                                                                                                                           |
| **o**      | ** ** | **TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934**                             |
| ** ** | ** ** | **For the transition period from          to         .** |

 

----

 

**Commission File Number:  000-25845**

 

**Golden Health Holdings, Inc.**

(Name of small business issuer in its charter)

 
| **Nevada**                                                           | ** ** | **87-0385103**                        |
|----------------------------------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction of incorporation)                       |       | (I.R.S. Employer  Identification No.) |
|                                                                 |       |                                  |
| **Unit 979, 9/F, HITEC, 1  Trademart Drive, Kowloon Bay, Hong Kong** |
| (Address of principal executive offices)                             |

 

Registrant’s TelephoneNumber: **+852****3580 0105**

 

Securities registeredunder Section 12(b) of the Exchange Act:

**None.**

 

Securities registeredunder Section 12(g) of the Exchange Act:

**Commonstock, par value $0.001 per share**

(Title of each class)

 

Check whether the issuer (1) filedall reports required to be filed by Section 13 or 15(d) of theExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes oNo ý

 

Check if there is nodisclosure of delinquent filers in response to Item 405 of Regulation S-B iscontained in this form and no disclosure will be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB or anyamendment to this Form 10-KSB. o

 

Registrant’s revenue forits most recent fiscal year:  $0

 

There was no activepublic market as of December 18,2005.

 

The number of shares ofcommon stock, par value $.001 per share, of the registrant as of December 6, 2005 was 161,998,672shares.

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theexchange Act). Yes o  No ý

 

Transitional smallbusiness disclosure format (check one) Yes o No ý

 

 

----

 

DOCUMENTS TO BE INCORPORATEDBY REFERENCE

 

Thefollowing documents are incorporated by reference herein: (i) CentreCapital Corporation’s Registration Statement No. 000-25845 on Form 10-SBas filed April 22, 1999, (ii) Golden Health Holdings, Inc.’sReport on Form 8-K as filed May 11, 2004, (iii) Golden HealthHoldings, Inc.’s Report on Form 8-K as filed November 7, 2005, (iv) )Golden Health Holdings, Inc.’s Report on Form 8-K as filed November 23,2005, (v) Golden Health Holdings, Inc.’s Report on Form 8-K asfiled December 15, 2005, and (vi) Centre Capital Corporation’s Reporton Form 8-K as filed August 13, 2003.

 

FORWARD LOOKING STATEMENTS

 

ThisAnnual Report on Form 10-KSB and the documents incorporated herein contain“forward-looking statements” within the meaning of the Private SecuritiesLitigation Reform Act of 1995. Such forward-looking statements involve knownand unknown risks, uncertainties and other factors which may cause the actualresults, performance or achievements of the Company, or industry results, to bematerially different from any future results, performance or achievementsexpressed or implied by such forward-looking statements. When used in thisAnnual Report, statements that are not statements of current or historical factmay be deemed to be forward-looking statements. Without limiting the foregoing, the words “plan”, “intend”, “may,” “will,”“expect,” “believe”, “could,” “anticipate,” “estimate,” or “continue” orsimilar expressions or other variations or comparable terminology are intendedto identify such forward-looking statements. Readers are cautioned not to placeundue reliance on these forward-looking statements, which speak only as of thedate hereof.  Except as required by law,the Company undertakes no obligation to update any forward-looking statements,whether as a result of new information, future events or otherwise.

 

Anyreference to the “Company” or the” Registrant”,” we”, “our” or” us” meansGolden Health Holdings, Inc. and its subsidiaries.

 

2

----

 

**Table of Contents**

** **

Form 10-KSB Index

 
| PART I   |   |
|---------------|--------|
|          |   |
| Item  1.      |   | Description of Business |   |
| Item 2.       |   | Description of Property |   |
| Item 3.       |   | Legal  Proceedings |   |
| Item 4.       |   | Submission  of Matters to a Vote of Security Holders |   |
|          |   |   |   |
| PART II  |   |
|          |   |   |   |
| Item 5.       |   | Market  for Common Equity and Related Stockholder Matters |   |
| Item 6.       |   | Management’s Discussion and Analysis or Plan  of Operation |   |
| Item  7.      |   | Financial Statements |   |
| Item 8.       |   | Changes  in and Disagreements with Accountants on Accounting and Financial Disclosure |   |
| Item  8A.     |   | Controls and Procedures |   |
| Item  8B.     |   | Other  Information |   |
|          |   |   |   |
| PART III |   |
|          |   |   |   |
| Item 9.       |   | Directors and Executive Officers of the  Registrant |   |
| Item  10.     |   | Executive Compensation |   |
| Item 11.      |   | Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters |   |
| Item 12.      |   | Certain  Relationships and Related Transactions |   |
| Item 13.      |   | Exhibits |   |
| Item 14.      |   | Principal  Accountant Fees and Services |   |
|          |   |
| Signatures    |   |

 

FinancialStatements

 

3

----

 

**PART I**

 

**ITEM 1. DESCRIPTION OF BUSINESS**

 

**General**

 

TheRegistrant was incorporated in Nevada on September 6, 1988. On September 24,2001, the Registrant filed a voluntary petition for bankruptcy under Chapter 7of the United States Bankruptcy Code in the District of Nevada.  The Registrant emerged from bankruptcypursuant to a Bankruptcy Court Order entered on February 12, 2002 with noremaining assets or liabilities.

 

On September 30, 2005, the Company enteredinto a Share Exchange and Reorganization Agreement (the “Exchange Agreement”)with Joy Power International Holdings Limited, a Hong Kong corporation (“JoyPower”), and the stockholders thereof which sets forth the terms and conditionsof the business combination of the Company and Joy Power through the exchangeby the Joy Power Stockholders of their interests therein for shares of commonstock, par value $0.001 per share, of the Registrant, as a result of which JoyPower became a wholly-owned subsidiary of the Registrant.

 

On November 17, 2005 the Company entered intoa Sale and Purchase Agreement (the “Agreement”) with Joy Power and DalianFengming International Recreation Town Co., Ltd. (“Dalian Fengming”), whichsets forth the terms and conditions of the acquisition of Dalian FengmingInternational Recreation Town (the “Recreation Town”) through the exchange of100% of the beneficial ownership interests of Recreation Town for shares ofpreferred stock of the Registrant, such that Recreation Town would becamewholly-owned by Joy Power.

 

On November 30, 2005, the Registrant enteredinto a revised Sale and Purchase Agreement (the “Revised Agreement”) with JoyPower, Dalian Fengming and Ms. Hoi-ho Kiu, President and Secretary of JoyPower and CEO and a Director of the Registrant which amended the saleconsideration of Recreation Town to be 38 million renminbi (“RMB”)(approximately $4.75 million) payable by Ms. Kiu in six months from thedate of the Revised Agreement to Dalian Fengming.  Ms. Kiu willtransfer 100% of the beneficial ownership interests of Recreation Town to JoyPower in exchange for 32,000,000 shares of common stock of theRegistrant.  The Registrant will not issue the shares to Ms. Kiuuntil the Registrant receives written confirmation from Ms. Kiu thatDalian Fengming had the proper legal title of Recreation Town.

 

The Company currently will be operating through itswholly owned subsidiary, Joy Power International Holdings Limited, a Hong Kongcorporation.

 

**Joy Power InternationalHoldings Limited**

 

**General**

 

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

 

4

----

 

Joy Power is principally engaged in the sale ofvarious personal care products.  Through its Swiss and Malaysian OEMmanufacturers, Joy Power positions itself as a Swiss and Malaysian personalcare products import agent in Hong Kong.  Joy Power has also developed acustomer bonus point rewards program and Joy Power has more than 800 activecustomers in Hong Kong and Southern China.  The reward program has encouragedcustomers to introduce further customers to purchase Joy Power’s products.

 

To distinguish Joy Power from other multi-levelmarketing companies, we do not distribute our products to the public through “pyramid”or network marketing systems.  Instead, regular customers are encouragedto either repeat purchase our products or introduce new customers to purchaseour products by a simple “bonus points” system.  After completion of everybusiness development stage as pre-budgeted by management, the cash equivalentvalue of such bonus points will be calculated by management by sharing adiscretionary pool of “marketing awards” in cash declared by Joy Power. It is the existing practice of Joy Power to allocate approximately 65% of ourgross sales receipts of all first-time purchases of our customers and declaresuch as marketing awards to be shared by the bonus points owners.  In thefour months ended September 30, 2005, we encouraged frequent repurchasinghabits of our active customers.  Stimulated by the effect of deregulationof inbound tourists from China to Hong Kong since June 2003, Joy Powerexperienced significant growth in the number of customers in the form ofChinese tourists.

 

Presently, Joy Power sells more than 50 personalcare products ranging from a skin care series to health energy pillows. Theprice list of our products ranges from US$13 to more than US$600.

 

**Sales and Marketing**

 

As of September 30, 2005, Joy Power employed atotal of five salespeople, experienced in the direct marketing field. This salesforce operates with key customer groups as defined by the seniormanagement.  Management anticipates that it will expand its sales force inline with increasing levels of business in the next twelve months.

 

**Manufacturers**

 

As of September 30, 2005, Joy Power had fivemanufacturing and service provision partners ranging from a spa center to skinhealth products manufacturers.  Each of such business partners willprovide their products or services exclusively to Joy Power.

 

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

 

•       supply quality and sourcing procedures;

•       factory equipment and workshop maintenance;

•       manufacturing process, multistage audit andsampling;

•         test and evaluation of finishedproducts; and

 

5

----

 

•         periodic examination and testing offinal products.

 

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

 

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

 

**Competition**

 

Joy Power believes that it is the only company inHong Kong and Southern China to develop and commercially implement ourdistinctive marketing reward systems to encourage frequent repeat purchases byour customers.

 

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

 

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

 

**Regulation**

 

Joy Power’s products are not subject to stringentregulations in Hong Kong and China.  However, if Joy Power does not complywith applicable requirements, it may suffer penalties, including importdetentions, fines or civil penalties, injunctions or suspensions or losses of regulatoryapprovals, a forced recall or seizure of products, operating restrictions, andcriminal prosecution.

 

As of September 30, 2005, Joy Power was notsubject to the regulations of any jurisdiction other than Hong Kong and China.

 

**Employees**

 

As of September 30, 2005, Joy Power had tenemployees.  Of the ten employees, two employees are in administration,five employees are in sales, and three executives are in management andcorporate finance. None of Joy Power’s employees are represented by labor unions. Joy Power believes that is employee relations are good.

 

6

----

 

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

 

**ITEM 3.  LEGAL PROCEEDINGS**

 

There are no past,pending or, to our knowledge, threatened litigation or administrative actionswhich in our opinion have had or are expected to have a material adverse effectupon our business, prospects financial condition or operations.

 

**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OFSECURITY HOLDERS**

 

None.

 

**PART II**

 

**ITEM 5.  MARKET FOR COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS**

 

The Registrant’s common stock is not currently trading or quoted on thepublic markets.

 

**Holders**

 

Asof December 18, 2005there were approximately 600 holdersof record of the Company’s common stock.

 

**Dividend Policy**

 

TheCompany has never paid cash or other dividends and does not expect to pay anycash or other dividends in the foreseeable future with respect to its commonstock. The Company’s future dividend policy will depend upon its earnings,capital requirements, financial condition, and other factors consideredrelevant by the Board of Directors. The Company presently intends to retain anyearnings which it may realize in the foreseeable future to finance itsgrowth.  There are no materialrestrictions limiting, or that are likely to limit, the Company’s ability topay dividends on its common stock.

 

7

----

 

**Recent Sales of Unregistered Securities**

 

In August 2003, theRegistrant entered into a Share Exchange Agreement with the principals ofGuangzhou Genghai Technology Development Co., Ltd. (*“Genghai”*)and issued 30,480,000 shares of the Registrant’s Common Stock to them inexchange for all the equity interests in Genghai.  The financialadvisors to Genghai, also received an aggregate of 2,289,475 shares of the Registrant’s Common Stock.  However, the principals of Genghai failed totransfer the equity stock of Genghai into the Registrant and incurred $200,000expenses of auditing costs and legal expenses financed by a secured loan fromProfessional Traders Fund using 27,599,640 shares owned by Zhijian Lu and WuGe, directors of the Registrant as collateral.

 

Forthe year ended September 30, 2003, the Company had not sold any securitieswithout registration under the Securities Act of 1933, as amended (the “SecuritiesAct”), in reliance upon the exemptions from registration under Section 4(2) ofthe Securities Act and Regulation D.

 

**Purchases of Equity Securities**

 

None.

 

**ITEM 6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

OnSeptember 24, 2001, the Registrant filed a voluntary petition forbankruptcy under Chapter 7 of the United States Bankruptcy Code in the Districtof Nevada.  The Registrant emerged frombankruptcy pursuant to a Bankruptcy Court Order entered on February 12,2002 with no remaining assets or liabilities.

 

# **ITEM 7.  FINANCIALSTATEMENTS**

 

The financial statements required to be filedpursuant to this Item 7 begin on page F-1 of this report.

 

**ITEM8.  CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**

 

None.  Registranthad been without an audit firm since 2001 until its recent change in control asreported on Current Report on Form 8-K/A dated November 18,2005.  On November 21, 2005, Registrant engaged Madsen &Associates CPA’s, Inc., Murray, Utah, as its audit firm subject toratification by Registrant’s shareholders at its next annual shareholdersmeeting.  The new audit firm has not been consulted on the application ofaccounting principles of any specific completed or contemplated transaction ofthe Registrant nor have they been consulted on any type of audit opinion thatmight be rendered on the Registrant’s financial statements and either writtenor oral advice was provided that was an important factor considered by theRegistrant in reaching a decision as to the accounting, auditing or financialreporting issue.  To the best knowledge of

 

8

----

 

current management of the Registrant,there were no disagreements with Registrant’s last audit firm.

 

**ITEM 8A.  CONTROLS AND PROCEDURES**

 

Asrequired by SEC rules, we have evaluated the effectiveness of the design andoperation of our disclosure controls and procedures at the end of the periodcovered by this report.  The evaluationwas carried out by our Chief Executive Officer and Chief Financial Officer (the“Certifying Officers”).   Based upon thisevaluation, the Certifying Officers have concluded that the design andoperation of our disclosure controls and procedures are effective.  Suchdisclosure controls and procedures are designed to ensure that materialinformation is made known to the Certifying Officers, particularly during theperiod in which this report was prepared. The Certifying Officers have evaluated the effectiveness of ourdisclosure controls and procedures as of the end of the period covered by thisreport and believe that our disclosure controls and procedures are effectivebased on the required evaluation.  Duringthe period covered by this report, there were no changes in internal controlsthat materially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.

 

**ITEM 8B.  OTHER INFORMATION**

 

None.

 

**PART III**

 

**ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS**

 

**Former Directors and Officers**

 
| **NAME**       | ** ** | **AGE** | ** ** | **POSITION**                                 | ** ** | **TERM(S)  OF OFFICE**                    | ** ** |
|----------------|------------|---------|------------|----------------------------------------------|------------|-------------------------------------------|------------|
| BRICE SCHESHUK |       | 34      |       | PRESIDENT, SECRETARY, TREASURER AND DIRECTOR |       | FEBRUARY 2002 TO SEPTEMBER 2003 |       |
| Zhijian Lu     |       | 50      |       | Chairman, CEO                                |       | September 2003 to October 2005  |       |
| Wu Ge          |       | 44      |       | Director, CFO                                |       | September 2003 to October 2005  |       |
| Yuanping Ji    |       | 46      |       | Director                                     |       | September 2003 to October 2005  |       |
| Hongzhong Hu   |       | 32      |       | Director                                     |       | September 2003 to October 2005  |       |

 

9

----

 

The following is a briefdescription of the business background of each of the former Directors and officers of the Registrant:

 

**Brice Scheschuk**served as****President, Secretary, Treasurer and Director.  Since April 2001,  Mr. Scheschuk had also been the Corporate Controller of Leitch Technology Corp. a provider of hardware and software for broadcasters. From August 1998 until March 2001, Mr. Scheschuk was the Vice President of Finance and the Secretary of Level Jump Financial Group, Inc. (and predecessor companies), acompany that was engaged in investor relations and was the owner of abroker-dealer. Concurrently with his tenure with the Company, Mr. Scheschuk was also a director in the following private Ontario, Canada companies: Brave Consulting Corporation, Web Host Industry Review, Inc., SydneyRouze Corp., Domain Name Essentials, Inc. and 13th Domain, Inc. Mr. Scheschukreceived a bachelors degree from Dalhousie University in Halifax, Nova Scotia,Canada. He is a Canadian Chartered Accountant.

 

**Zhijian Lu**servedas****Chairman of the Board and ChiefExecutive Officer. He served as the general manager and director of GuangzhouGenghai Technology Development Co. Ltd., a People’s Republic of Chinacorporation, (“Genghai”) from September 2000 to September 2003.From1994 to 1999, he was the manager of Shengzheng AoWo Technology DepartmentResearching Institute. Mr. Lu received a Bachelor of Science degree fromthe Nanjing Insitute of Technology, PRC in 1978.

 

**Wu Ge** servedas Director and Chief Financial Officer. From September 2000 to September 2003, Ms. Ge served as the general manger ofGenghai. From 1996 to 1999 Ms. Ge was the office head of the China Agriculture Bank, XinShi Office. Shegraduated from the BeijingCorrespondence Institute of Financial and Trade, PRC in 1988.

 

**Yuanping Ji**served as a Director. From March 2001 to September 2003, Mr. Ji has been the marketing supervisor of Genghai. From 1993 to 2001 heserved as marketing manager of ShengzhengAoWo Technology Development Researching Institute.

 

**Hongzhong Hu**served as Director. From 2000, Mr. Hu has been a self- employed financial consultant. From 1998 to 1999, hewas a financial consultant for HarvestCorporate Finance Limited. Mr. Hu received a bachelor degree from Shan Xi University of Finance & Economics in 1996.

 

**Current Directors and Officers**

 
| **Name**    | ** ** | **Age** | ** ** | **Position**                      | ** ** | **Term(s)  of Office**          | ** ** |
|-------------|------------|---------|------------|-----------------------------------|------------|---------------------------------|------------|
| Hoi-ho Kiu  |       | 43      |       | Director, Chief Executive Officer |       | October 3, 2005 to present |       |
| Maggie Kwok |       | 33      |       | Director, Chief Financial Officer |       | October 3, 2005 to present |       |

 

10

----

| Fu-fai Yip |   | 30 |   | Director, Secretary |   | October 3, 2005 to present |   |
|------------|--------|----|--------|---------------------|--------|---------------------------------|--------|

 

The following is a briefdescription of the business background of each of the Directors and officers of the Registrant:

 

**Fu-faiYip**, Director and Secretary.  Mr. Yip has been the founder of JoyPower since May 2005.  He was amerchant and responsible to lead the formulationof business strategies for Golden Health. Prior to setup of Joy Power,he was a senior managerof Kei Fu Finance Warranty Company Limited, a medium sized financecompany in Hong Kong,from January 1998 to May 2005.

 

**Hoi-hoKiu**, Director and Chief Executive Officer.  Since September 2005, Ms. Kiu hasbeen the chief executive officer of Joy Power. She has over 20 years of experience in doing businesses in China. Prior to joining Joy Power, she was an assistant general manager of Beijing Hua Xin Group, a Chinese state-ownedreal estate conglomerate from March 1995to September 2005.

 

 

**MaggieKwok**, Director and Chief Financial Officer.  Since July 2005, Ms. Kwok has beenthe CFO of Joy Power. Ms. Kwok holds a master’s degree in businessadministration and has over ten years of experience in accounting and corporatefinance. Prior to joining Joy Power, she was the proprietor of Win Dragon Consultants Limited, an accounting and companysecretarial advisory company in Hong Kong fromOctober 1998 to July 2005.

 

Each director holdsoffice (subject to the Company’s By-Laws) until the next annual meeting ofshareholders and until such director’s successor has been elected andqualified. All of the Company’s executive officers are serving until the nextannual meeting of directors and until their successors have been duly electedand qualified.  There are no familyrelationships between any of the Company’s directors and executive officers.

 

TheCompany does not have a Compensation Committee, an Audit Committee or aNominating Committee.  The Board ofDirectors of the Company plans to expand the number of members on the board andcreate an independent Compensation Committee, Audit Committee and a NominatingCommittee.

 

**Legal Proceedings**

 

Neither the Company nor any of its officers anddirectors is party to current or pending legal proceedings.

 

11

----

 

**Code of Ethics**

 

The Company’s Board of Directors has adopted a Codeof Ethics which applies to every officer, director and employee of theCompany.  The Code of Ethics, attachedhereto as Exhibit 14.0 is also posted on the Company’s website atrgglife.com.

 

**Section 16(a) Beneficial Ownership Reporting Compliance**

 

Basedsolely on our review of certain reports filed with the Securities and ExchangeCommission pursuant to Section 16(a) of the Securities Exchange Actof 1934 (the “1934 Act”), as amended for the Company’s most fiscal year ending September 30,2003, director, officers and beneficial owners appear to be in compliance with Section 16(a) reportingrequirement, with the exception of Brice Scheschuk, who did not file a Form 4Statement of Changes in Beneficial Ownership marking the end of his tenure in September 2003.

 

**ITEM 10. EXECUTIVE COMPENSATION**

 

For the period covered by this report and for the Fiscal years ending September 30,2002 and September 30, 2001, no compensation was paid to officers ordirectors of the Company.

 

For the year ended September 30, 2003 and as of December 18,2005, the Company did not have any employment agreements with itsexecutives or staff.

 

TheCompany has not issued any stock options or stock appreciation rights to anynamed executive officers (or any other persons).  However, the Company may grant stock optionsor stock appreciation rights to these named executive officers or otherexecutive officers or (other persons) in the discretion of its Board ofDirectors**.**

 

# **Director Compensation**

 

During the year ended September 30, 2003 and as of December 18, 2005 directors received nocompensation for their services as directors.

 

**ITEM 11.  SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**

 

Thefollowing table sets forth information as of the date hereof with respect tothe beneficial ownership of the outstanding shares of Golden Health commonstock immediately following the Transaction by (i) each person known bythe Registrant to beneficially own 5% or more of the outstanding shares; (ii) theRegistrant’s officers and directors; (iii) the Registrant’s officers anddirectors as a group; and (iv) the Designated Directors who will replacethe Registrant’s current directors.

 

As used in the table below, the term “beneficial ownership*”* means the sole or shared power to vote or direct thevoting, or to dispose or direct the disposition, of any security.  A person is deemed as of any date to havebeneficial ownership of any security that such person has a right to acquirewithin 60 days after such date.  Exceptas otherwise indicated, the stockholders listed below have sole voting andinvestment powers with respect to the shares indicated.  This table is

 

12

----

 

calculated based upon 161,998,672 shares of common stockoutstanding.

 
| **Name and Address**                | ** ** | **Number of Shares** | ** ** | **Percentage Owned** | ** ** |
|-------------------------------------|------------|----------------------|------------|----------------------|------------|
| Zhijian Lu*+                        |       | 14,249,400           | (2)        | 8.8                  | %          |
| Aowo Loding  House                  |       |                 |       |                 |       |
| Shennanzhonglu,Shenzhen             |       |                 |       |                 |       |
| Guangdong, PRC                      |       |                 |       |                 |       |
| Wu Ge*+                             |       | 13,350,240           | (2)        | 8.2                  | %          |
| No. 41-302,  Shengpingjie,     |       |                 |       |                 |       |
| Shijingxu,  Guangzhou               |       |                 |       |                 |       |
| Guangdong, PRC                      |       |                 |       |                 |       |
| Fu-fai Yip**+                       |       | 54,000,000           |       | 33.3                 | %          |
| Room 03, 17/F.,                |       |                 |       |                 |       |
| Fee Tat  Commercial Centre,         |       |                 |       |                 |       |
| 613 Nathan Road,  Mongkok,          |       |                 |       |                 |       |
| Kowloon, Hong  Kong                 |       |                 |       |                 |       |
| Hoi-ho Kiu**                        |       | 0                    |       | 0                    | %          |
| Room 03, 17/F.,                |       |                 |       |                 |       |
| Fee Tat Commercial Centre,          |       |                 |       |                 |       |
| 613 Nathan Road, Mongkok,           |       |                 |       |                 |       |
| Kowloon, Hong Kong                  |       |                 |       |                 |       |
| Maggie Kwok                         |       | 0                    |       | 0                    | %          |
| Room 03, 17/F.,                |       |                 |       |                 |       |
| Fee Tat Commercial Centre,          |       |                 |       |                 |       |
| 613 Nathan Road, Mongkok,           |       |                 |       |                 |       |
| Kowloon, Hong Kong                  |       |                 |       |                 |       |
| All ex-Directors  as                |       | 27,599,640           |       | 17.0                 | %          |
| a group (two  persons)              |       |                 |       |                 |       |
| All current  Directors and Officers |       | 54,000,000           |       | 33.3                 | %          |
| as a group (three  persons)         |       |                 |       |                 |       |

 

----

* Denotes formerDirector of the Company

** DenotesDirector and Officer

+ Denotes 5% ormore beneficial ownership interest

 

There are no arrangements known to the Company, including any pledge byany person of securities of the Company, the operation of which may at asubsequent date result in a change of control of the Company.

 

**ITEM 12.  CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS**

 

None.

 

13

----

 

**ITEM 13.  EXHIBITS**

 
| **Exhibit** | ** ** | **Description** |
|-------------|------------|-----------------|
|        | 2.1        |            | Share Exchange  and reorganization Agreement**,** dated  June 25, 2003.(1) |
|        | 2.2        |            | Share Exchange  and Reorganization Agreement with Joy Power International Holdings Limited,  dated September 30, 2005.(2) |
|        | 3.1        |            | Articles of  Incorporation of Centre Capital Corporation, filed September 6, 1988.(3) |
|        | 3.2        |            | Certificate of  Amendment to Articles of Incorporation of Centre Capital Corporation, filed  April 15, 2004. (4) |
|        | 3.3        |            | Bylaws of Centre  Capital Corporation dated December 22, 1995.(5) |
|        | 10.1       |            | Sale and  Purchase Agreement for Acquisition of Dalian  Fengming International Recreation Town Co., Limited, dated November 17,  2005.(6) |
|        | 21.1       |            | Subsidiaries |
|        | 31.1       |            | Certification of  Chief Executive Officer required by Rule 13a-14(a) or  Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|        | 31.2       |            | Certification of  Chief Financial Officer required by Rule 13a-14(a) or  Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|        | 32.1       |            | Certifications of Chief Executive Officer and Chief  Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

 

----

(1) Incorporated by reference to the Company’s filing on Form 8Kas filed August 13,2003.

(2) Incorporated by reference to the Company’s filing on Form 8K/A as filed November 23,2005.

(3) Incorporated by Reference to Centre Capitol Corporation’s RegistrationStatement No. 000-25845 on Form 10-SB as filed April 22, 1999.

(4) Incorporated by Reference to Golden Health Holdings, Inc.’s Report on Form 8-Kas filed May 11, 2004.

(5) Incorporated by Reference to Centre Capitol Corporation’s RegistrationStatement No. 000-25845 on Form 10-SB as filed April 22, 1999.

(6) Incorporated by reference to the Company’s filing on Form 8K as filed December 15,2005.

 

**ITEM 14.  PRINCIPAL ACCOUNTANT FEES ANDSERVICES**

 

**Name of Auditor and Tax Advisor**

None.

 

**Audit Fees**

None.

 

**Audit Related Fees**

None.

 

**Tax Fees**

None

 

**All Other Fees**

None

 

14

----

 

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

 
|   | GOLDEN HEALTH HOLDINGS, INC.  |
|--------|-------------------------------|
|   |                          |
|   | By:                           | /s/ | Yu-fai Yip |   |
|   |                          | Yu-fai Yip |
|   | Director and Secretary        |
|   |                          |
|   | Dated: December 18, 2005 |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed by the following persons on behalf of the Registrant and in thecapacities and on the dates indicated.

 
| **Signature**   | ** ** | **Title**                           | ** **               | **Date**               |
|-----------------|------------|-------------------------------------|--------------------------|------------------------|
|            |       |                                |                     |                   |
|            |       | Chief Executive                     |                     | December 18, 2005 |
| /s/ Hoi-ho Kiu  |       |                                | Officer and Director     |                   |   |
| Hoi-ho Kiu      |       | (Principal Executive                |                     |                   |
|            |       | Officer)                            |                     |                   |
|            |       |                                |                     |                   |
|            |       |                                |                     |                   |
| /s/ Maggie Kwok |       |                                | Chief Financial Officer, |                   | December 18, 2005 |
| Maggie Kwok     |       | (Principal Financial and Accounting |                     |                   |
|            |       | Officer) and Director               |                     |                   |
|            |       |                                |                     |                   |
| /s/ Yu-fai Yip  |       |                                | Secretary                |                   | December 18, 2005 |
| Yu-fai Yip      |       | and Director                        |                     |                   |
|            |       |                                |                     |                   |

 

15

----

 

Centre Capital Corp.

Condensed statement ofoperations (unaudited, in USD)

For the year ended September 30,2003

 
| Net sales                           |   | —  |   |
|-------------------------------------|--------|---------|--------|
| Cost of sales                       |   | —  |   |
| Gross profit                        |   | —  |   |
| Selling expenses                    |   | —  |   |
| General and administrative expenses |   | (38,173 | )      |
| Losses from operation               |   | (38,173 | )      |
| Income tax                          |   | —  |   |
| Net loss for the year               |   | (38,173 | )      |

 

F-1

----

 

Centre Capital Corp.

Condensed balance sheet(unaudited, in USD)

As at September 30,2003

 
| Assets                                                                                     |   |    |   |
|--------------------------------------------------------------------------------------------|--------|---------|--------|
|                                                                                       |   |    |   |
| Total assets                                                                               |   | —  |   |
|                                                                                       |   |    |   |
| Liabilities and Stockholders’ Equity                                                  |   |    |   |
|                                                                                       |   |    |   |
| Total liabilities                                                                          |   | —  |   |
|                                                                                       |   |    |   |
| Stockholders’ equity                                                                  |   |    |   |
| Common stock                                                                               |   |    |   |
| 50,000,000  shares authorized, $0.001 par value,  45,800,000 shares issued and outstanding |   | 45,800  |   |
| Accumulated deficit                                                                        |   | (45,800 | )      |
| Total Stockholders’ Equity                                                            |   | —  |   |
|                                                                                       |   |    |   |
| Total Liabilities and Stockholders’ Equity                                            |   | —  |   |

 

F-2

----