**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-KSB**

 
| **(Mark One)** |
|----------------|
| **ý**     | ** ** | **ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934 for the fiscal year ended****September ****3****0****, 2004.** |
|           |   |   |
| **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 issuerin 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 executiveoffices)

 

Registrant’s Telephone Number: **+852****3580 0105**

 

Securities registered under Section 12(b) of the ExchangeAct:

 

**None.**

 

Securities registered under Section 12(g) of the ExchangeAct:

 

## **Common stock, par value$0.001 per share**

(Title of each class)

 

Check whether the issuer (1) filed all reports required to befiled by Section 13 or 15(d) of the Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes o  Noý

 

Check if there is no disclosure of delinquent filers in response toItem 405 of Regulation S-B is contained in this form and no disclosure will becontained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-KSBor any amendment to this Form 10-KSB. ý

 

Registrant’s revenue for its most recent fiscal year:  $0

 

There was no active public market as of December 18, 2005.

 

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

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2of the exchange Act).

Yes o  Noý

 

Transitionalsmall business disclosure format (check one) Yes o  Noý

 

 

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DOCUMENTS TOBE INCORPORATED BY REFERENCE

 

The following 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.

 

FORWARDLOOKING STATEMENTS

 

This Annual Report on Form 10-KSB and the documents incorporatedherein contain “forward-looking statements” within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Such forward-looking statementsinvolve known and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievements of the Company, orindustry results, to be materially different from any future results,performance or achievements expressed or implied by such forward-lookingstatements. When used in this Annual Report, statements that are not statementsof current or historical fact may be deemed to be forward-lookingstatements.  Without limiting theforegoing, the words “plan”, “intend”, “may,” “will,” “expect,” “believe”, “could,”“anticipate,” “estimate,” or “continue” or similar expressions or othervariations or comparable terminology are intended to identify suchforward-looking statements. Readers are cautioned not to place undue relianceon these forward-looking statements, which speak only as of the datehereof.  Except as required by law, theCompany undertakes no obligation to update any forward-looking statements,whether as a result of new information, future events or otherwise.

 

Any reference to the “Company” or the” Registrant”,” we”, “our” or” us”means Golden Health Holdings, Inc. and its subsidiaries.

 

2

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**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           |   |   |
|                 |   |   |
|                 |   |   |
| Financial Statements |   |

 

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**PART I**

 

**ITEM 1. DESCRIPTION OF BUSINESS**

 

**General**

 

The Registrant was incorporated in Nevada on September 6, 1988. 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.

 

On September 30, 2005, the Companyentered into a Share Exchange and Reorganization Agreement (the “ExchangeAgreement”) with Joy Power International Holdings Limited, a Hong Kongcorporation (“Joy Power”), and the stockholders thereof which sets forth theterms and conditions of the business combination of the Company and Joy Powerthrough the exchange by the Joy Power Stockholders of their interests thereinfor shares of common stock, par value $0.001 per share, of the Registrant, as aresult of which Joy Power became a wholly-owned subsidiary of the Registrant.

 

On November 17, 2005 the Company enteredinto a 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 Registrantentered into a revised Sale and Purchase Agreement (the “Revised Agreement”)with Joy Power, Dalian Fengming and Ms. Hoi-ho Kiu, President andSecretary of Joy Power and CEO and a Director of the Registrant which amendedthe sale consideration 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 operatingthrough its wholly owned subsidiary, Joy Power International Holdings Limited,a Hong Kong corporation.

 

**Joy PowerInternational Holdings Limited**

 

**General**

 

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

 

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Joy Power is principally engaged in the saleof various 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 hasencouraged customers to introduce further customers to purchase Joy Power’sproducts.

 

To distinguish Joy Power from othermulti-level marketing companies, we do not distribute our products to thepublic through “pyramid” or network marketing systems.  Instead, regularcustomers are encouraged to either repeat purchase our products or introducenew customers to purchase our products by a simple “bonus points” system. After completion of every business development stage as pre-budgeted bymanagement, the cash equivalent value of such bonus points will be calculatedby management by sharing a discretionary pool of “marketing awards” in cashdeclared by Joy Power.  It is the existing practice of Joy Power toallocate approximately 65% of our gross sales receipts of all first-timepurchases of our customers and declare such as marketing awards to be shared bythe bonus points owners.  In the four months ended September 30,2005, we encouraged frequent repurchasing habits of our active customers. Stimulated by the effect of deregulation of inbound tourists from China to HongKong since June 2003, Joy Power experienced significant growth in thenumber of customers in the form of Chinese tourists.

 

Presently, Joy Power sells more than 50personal care products ranging from a skin care series to health energypillows. The price list of our products ranges from US$13 to more than US$600.

 

**Sales andMarketing**

 

As of September 30, 2005, Joy Poweremployed a total of five salespeople, experienced in the direct marketingfield. This sales force operates with key customer groups as defined by thesenior management.  Management anticipates that it will expand its salesforce in line with increasing levels of business in the next twelve months.

 

**Manufacturers**

 

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

 

Joy Power has established a rigid qualitycontrol system with its product manufacturers and service providers, requiringtheir respective 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 finished products;and

 

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•              periodic examination and testing of finalproducts.

 

Joy Power is dependent upon its productmanufacturers and service providers to manufacture its products and provisionof skin 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 businessincreases significantly 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 onlycompany in Hong Kong and Southern China to develop and commercially implementour distinctive marketing reward systems to encourage frequent repeat purchasesby our customers.

 

The principal health care product competitorsof Joy 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 haveto compete 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 tostringent regulations in Hong Kong and China.  However, if Joy Power doesnot comply with applicable requirements, it may suffer penalties, includingimport detentions, fines or civil penalties, injunctions or suspensions orlosses of regulatory approvals, a forced recall or seizure of products,operating restrictions, and criminal prosecution.

 

As of September 30, 2005, Joy Power wasnot subject to the regulations of any jurisdiction other than Hong Kong andChina.

 

**Employees**

 

As of September 30, 2005, Joy Power hadten employees.  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 laborunions.  Joy Power believes that is employee relations are good.

 

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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 2.  DESCRIPTION OF PROPERTY**

 

### **The Registrant’s**principaloffice is the same as itswholly owned subsidiary, Joy Power International Holdings Limited (“Joy Power”)which is located at Unit 979, 9/F., HITEC, 1 Trademart Drive, KowloonBay, Hong Kong, which is leased from an independent third party under a leasedated October 10, 2005 covering a lease period from October 10, 2005to October 9, 2007 at monthly rental of approximately $1,520 forapproximately 1,252 square feet.  All ofour operations are conducted from this facility.

 

### **Previously, Joy Power conducted its operations at Room 03,17/F, Fee Tat Commercial Centre, 613 Nathan Road, Mongkok, Kowloon, Hong Kong,which was leased from**anindependent third party under alease dated May 19, 2005 coveringa lease period from May 13, 2005 to May 12,2007 at monthly rental of approximately $1,600 for approximately 900 squarefeet.   Currently, Joy Power providesthis commercial unit to an independent skin care service provider and operatesa spa centre for Joy Power’s customers.

 

**ITEM 3.  LEGAL PROCEEDINGS**

 

There are no past, pending or, to our knowledge, threatened litigationor administrative actions which in our opinion have had or are expected to havea material adverse effect upon our business, prospects financial condition oroperations.

 

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

 

None.

 

## **PART II**

 

**ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**

 

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

 

7

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**Holders**

 

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

 

**Dividend Policy**

 

The Company has never paid cash or other dividends and does not expectto pay any cash or other dividends in the foreseeable future with respect toits common stock. The Company’s future dividend policy will depend upon itsearnings, capital requirements, financial condition, and other factorsconsidered relevant by the Board of Directors. The Company presently intends toretain any earnings which it may realize in the foreseeable future to financeits growth.  There are no materialrestrictions limiting, or that are likely to limit, the Company’s ability topay dividends on its common stock.

 

**Recent Sales of Unregistered Securities**

 

For the year ended September 30, 2004,the Company had not sold any securities without 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 OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS**

 

On September 24, 2001, the Registrant filed a voluntary petitionfor bankruptcy under Chapter 7 of the United States Bankruptcy Code in theDistrict of Nevada.  The Registrantemerged from bankruptcy 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.

 

**ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE**

 

None.  Registrant had been without an audit firmsince 2001 until its recent change in control as reported on Current Report on Form 8-K/Adated November 18, 2005.  On November 21, 2005, Registrantengaged Madsen & Associates CPA’s, Inc., Murray, Utah, as itsaudit firm subject to ratification by Registrant’s shareholders at its nextannual shareholders meeting.  The new audit firm has not been consulted onthe application of accounting principles of any specific completed orcontemplated transaction of the Registrant nor have they been consulted on anytype of audit

 

8

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opinionthat might be rendered on the Registrant’s financial statements and eitherwritten or oral advice was provided that was an important factor considered bythe Registrant in reaching a decision as to the accounting, auditing orfinancial reporting issue.  To the best knowledge of current management ofthe Registrant, there were no disagreements with Registrant’s last audit firm.

 

**ITEM 8A. CONTROLS AND PROCEDURES**

 

As required by SEC rules, we have evaluated the effectiveness of thedesign and operation of our disclosure controls and procedures at the end ofthe period covered by this report.  Theevaluation was carried out by our Chief Executive Officer and Chief Financial Officer(the “Certifying Officers”).   Based uponthis evaluation, 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

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The following is a brief description of the business background of each of the former Directors andofficers 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**served as****Chairman of the Board and Chief Executive Officer. Heserved as the general manager and director of Guangzhou Genghai TechnologyDevelopment Co. Ltd., a People’s Republic of China corporation, (“Genghai”)from September 2000 to September 2003. From 1994 to 1999, he was the manager of Shengzheng AoWo TechnologyDepartment Researching Institute. Mr. Lu received a Bachelor of Sciencedegree from the Nanjing Insitute of Technology, PRC in 1978.

 

**Wu Ge** served asDirector and Chief Financial Officer. From September 2000 to September 2003, Ms. Ge served as the general manger of Genghai. From 1996 to 1999 Ms. Gewas the office head of theChina Agriculture Bank, XinShi Office. She graduated from the Beijing Correspondence Instituteof Financial and Trade, PRC in 1988.

 

**Yuanping Ji** servedas a Director. From March 2001 to September 2003, Mr. Ji hasbeen the marketing supervisor ofGenghai. From 1993 to 2001 he served as marketing manager of Shengzheng AoWo TechnologyDevelopment Researching Institute.

 

**Hongzhong Hu** servedas Director. From 2000, Mr. Hu has been a self- employed financial consultant. From 1998 to1999, he was a financial consultant for Harvest Corporate Finance Limited. Mr. Hu received a bachelordegree from Shan Xi University of Finance &Economics in 1996.

 

10

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**Current Directors and Officers**

 

The individuals below were appointed to the offices next to their nameseffective October 3, 2005.

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

 

The following is a brief description of the business background of each of the Directors and officers ofthe Registrant:

 

**Fu-fai Yip**, Director andSecretary.  Mr. Yip has been thefounder of Joy Power since May 2005. He was a merchant and responsible to lead the formulation of business strategies for Golden Health. Prior to setup of Joy Power, he was a senior manager of Kei Fu Finance Warranty Company Limited, a medium sized finance company in Hong Kong, from January 1998 to May 2005.

 

**Hoi-ho Kiu**, Director andChief Executive Officer.  Since September 2005,Ms. Kiu has been the chief executive officer of Joy Power.  She has over 20 years of experience in doingbusinesses in China. Prior to joining Joy Power, she was an assistant general manager of Beijing Hua Xin Group, a Chinese state-owned real estate conglomerate from March 1995to September 2005.

 

**Maggie Kwok**, Director andChief Financial Officer.  Since July 2005,Ms. Kwok has been the CFO of Joy Power. Ms. Kwok holds a master’sdegree in business administration and has over ten years of experience inaccounting and corporate finance. Priorto joining Joy Power, she was the proprietor of Win Dragon Consultants Limited, an accounting and company secretarialadvisory company in Hong Kong from October 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.

 

The Company does not have a Compensation Committee, an Audit Committeeor a Nominating Committee.  The Board ofDirectors of the Company plans to expand the number of members on

 

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the board and create anindependent Compensation Committee, Audit Committee and a Nominating Committee.

 

**LegalProceedings**

 

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

 

**Code ofEthics**

 

The Company’s Board of Directors has adopteda Code of 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 OwnershipReporting Compliance**

 

Based solely on our review of certain reports filed with the Securitiesand Exchange Commission pursuant to Section 16(a) of the SecuritiesExchange Act of 1934 (the “1934 Act”), as amended for the Company’s fiscal yearending September 3, 2004, directors, officers and beneficial owners appearto be in compliance with Section 16(a).

 

**ITEM 10. EXECUTIVE COMPENSATION**

 

For the period covered by this report and for the Fiscal years ending September 30,2003 and September 30, 2002, no compensation was paid to officers ordirectors of the Company.

 

For the year ended September 30,2004 and as of December 18, 2005, the Company did not have any employmentagreements with its executives or staff.

 

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

 

# **Director Compensation**

 

During the year ended September 30,2004 and as of December 18, 2005 directorsreceived no compensation for their services as directors.

 

**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS**

 

The following table sets forth information as of the date hereof withrespect to the beneficial ownership of the outstanding shares of Golden Healthcommon stock immediately following the Transaction by (i) each personknown by the Registrant to beneficially own 5% or more of the outstandingshares; (ii) the Registrant’s officers and directors; (iii) theRegistrant’s officers and

 

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directors as a group; and (iv) theDesignated Directors who will replace the 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 calculated based upon 161,998,672 shares of common stock outstanding.

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

 

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* Denotes former Director of the Company

** Denotes Director and Officer

+ Denotes 5% or more 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.

 

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**ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

 

None.

 

**ITEM 13.  EXHIBITS**

 
| **Exhibit Number** | ** ** | **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, 200(5.(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. |

 

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

(2)  Incorporated byreference to the Company’s filing on Form 8K as filed November 7, 2005.

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

(4)  Incorporated byReference to Golden Health Holdings, Inc.’s Report on Form 8-K as filed May 11,2004.

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

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

 

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**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**

 

**Name of Auditor and Tax Advisor**

None.

 

**Audit Fees**

None.

 

**Audit Related Fees**

None.

 

**Tax Fees**

None.

 

**All Other Fees**

None.

 

15

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

 

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

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed by the following persons on behalf of theRegistrant and in the capacities 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)                            |       |                    |       |
|            |       |                                |       |                    |       |
|            |       |                                |       |                    |       |
|            |       | Chief Financial Officer,            |       | December 18, 2005  |       |
| /s/ Maggie Kwok |       | (Principal Financial and Accounting |       |                    |       |
| Maggie Kwok     |       | Officer) and Director               |       |                    |       |
|            |       |                                |       |                    |       |
|            |       |                                |       |                    |       |
|            |       | Secretary                           |       | December 18,  2005 |       |
| /s/ Yu-fai Yip  |       | and Director                        |       |                    |       |
| Yu-fai Yip      |       |                                |       |                    |       |

 

16

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Golden Health Holdings, Inc.

(a Development Stage Company)

Condensed balance sheet (unaudited, in USD)

As of September 30, 2004

 
| Assets                                                                                     |   |     |   |
|--------------------------------------------------------------------------------------------|--------|----------|--------|
|                                                                                       |   |     |   |
| Total assets                                                                               |   | —   |   |
|                                                                                       |   |     |   |
| Liabilities and Stockholders’ Deficit                                                 |   |     |   |
|                                                                                       |   |     |   |
| Liabilities                                                                                |   |     |   |
| Convertible note payable                                                                   |   | 200,000  |   |
| Total liabilities                                                                          |   | 200,000  |   |
|                                                                                       |   |     |   |
| Stockholders’  equity                                                                 |   |     |   |
| Preferred stock                                                                            |   |     |   |
| 10,000,000 shares authorized, $0.001 par  value, none issued and outstanding               |   | —   |   |
| Common stock                                                                               |   |     |   |
| 100,000,000 shares authorized, $0.001 par  value, 45,798,672 shares issued and outstanding |   | 45,799   |   |
| Accumulated deficit                                                                        |   | (245,799 | )      |
| Total Stockholders’ Deficit                                                           |   | (200,000 | )      |
|                                                                                       |   |     |   |
| Total Liabilities and Stockholders’ Deficit                                           |   | —   |   |

 

F-1

----

 

Golden Health Holdings, Inc.

(a Development Stage Company)

Condensed statement of operations (unaudited, in USD)

For the year ended September 30, 2004

 
| Net sales                                    |   | $          | —   |   |
|----------------------------------------------|--------|------------|----------|--------|
| Cost of  sales                               |   | —     |     |
| Gross profit                                 |   | —     |     |
| Selling  expenses                            |   | —     |     |
| General and  administrative expenses         |   | (200,000   | )        |
| Losses from  operation                       |   | (200,000   | )        |
| Income tax                                   |   | —     |     |
| Net loss for  the year                       |   | $          | (200,000 | )      |
|                                         |   |       |     |
| Earning per  share - basic and diluted       |   | $          | (0.00    | )      |
|                                         |   |       |     |
| Weighted  average number of shares - basic   |   | 45,798,672 |     |
|                                         |   |       |     |
| Weighted  average number of shares - diluted |   | 50,398,672 |     |

 

F-2

----

 

Golden HealthHoldings, Inc.

(a DevelopmentStage Company)

Condensedstatement of stockholders’ equity (unaudited, in USD)

For the yearended September 30, 2004

 
| ** **                         | ** ** | ** **       | ** ** | ** **      | ** ** | ** **             | ** ** | **Total**            | ** ** |
|------------------------------------|------------|------------------|------------|-----------------|------------|------------------------|------------|----------------------|------------|
| ** **                         | ** ** | **Common stock** | ** ** | **Accumulated** | ** ** | **stockholders’** | ** ** |
| ** **                         | ** ** | **Shares**       | ** ** | **Amount**      | ** ** | **deficit**            | ** ** | **equity (deficit)** | ** ** |
|                               |       |             |       |            |       |                   |       |                 |       |
| Balance at September 30, 2003 |       | 45,798,672       |       | $               | 45,799     |                   | $          | (45,799              | )          | $ | — |   |
|                               |       |             |       |            |       |                   |       |                 |       |
| Net loss                           |       | —           |       | —          |       | (200,000               | )          | (200,000             | )          |
|                               |       |             |       |            |       |                   |       |                 |       |
| Balance at September 30, 2004 |       | 45,798,672       |       | $               | 45,799     |                   | $          | (245,799             | )          | $ | (200,000 | ) |

 

F-3

----

 

Golden Health Holdings, Inc.

(a Development Stage Company)

Condensed statement of cash flows (unaudited, in USD)

Increase (decrease) in cash and cash equivalents

For the year ended September 30, 2004

 
| **Cash flows provided by (used for) operating  activities:** |   |    |     |
|--------------------------------------------------------------|--------|---------|----------|
| Net loss                                                     |   | $       | (200,000 | ) |
|                                                         |   |    |     |
| **Changes  in assets and liabilities:**                      |   |    |     |
| **Increase (decrease) in liabilities**                       |   |    |     |
| Convertible note payable                                     |   | 200,000 |     |
|                                                         |   |    |     |
| Net cash provided by (used for) operating  activities        |   | —  |     |
|                                                         |   |    |     |
| **Net  increase (decrease) in cash and cash equivalents**    |   | —  |     |
|                                                         |   |    |     |
| **Cash and  cash equivalents, beginning of the period**      |   | —  |     |
|                                                         |   |    |     |
| **Cash and  cash equivalents, end of the period**            |   | $       | —   |   |

 

F-4

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