** **

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

**Washington, D.C. 20549**

 

**FORM10-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****, 2002.**                                                                                                                                                                                                   |
|       |   | ** **                                                                                                                                                                                                                                                                |
| **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**

 

**GoldenHealth Holdings, Inc.**

(Name of small businessissuer 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 Telephone Number: **+852****35800105**

 

Securities registered under Section 12(b) of the Exchange Act:

 

**None.**

 

Securities registered under Section 12(g) of the Exchange Act:

 

## **Common stock, parvalue $0.001 per share**

 (Title of each class)

 

Check whether the issuer (1) filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90days. Yes o No ý

 

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 Form10-KSB or any amendment to this Form 10-KSB. o

 

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 December6, 2005 was 161,998,672 shares.

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the exchange Act). Yes o  No ý

 

Transitional small business disclosure format (check one)Yes o  No ý

 

 

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DOCUMENTSTO BE INCORPORATED BY REFERENCE

 

The following documents are incorporated byreference herein: (i) Centre Capital Corporation’s Registration Statement No.000-25845 on Form 10-SB as filed April 22, 1999, (ii) Golden

Health Holdings, Inc.’s Report on Form 8-K asfiled May 11, 2004, (iii) Golden Health Holdings, Inc.’s Report on Form 8-K asfiled November 7, 2005, (iv) ) Golden Health Holdings, Inc.’s Report on Form8-K as filed November 23, 2005, (v) Golden Health Holdings, Inc.’s Report onForm 8-K as filed December 15, 2005, and (vi) Centre Capital Corporation’sReport on Form 8-K as filed August 13, 2003.

 

FORWARDLOOKING STATEMENTS

 

This Annual Report on Form 10-KSB and thedocuments incorporated herein contain “forward-looking statements” within themeaning of the Private Securities Litigation Reform Act of 1995. Suchforward-looking statements involve known and unknown risks, uncertainties andother factors which may cause the actual results, performance or achievementsof the Company, or industry results, to be materially different from any futureresults, performance or achievements expressed or implied by suchforward-looking statements. When used in this Annual Report, statements thatare not statements of current or historical fact may be deemed to beforward-looking statements.  Withoutlimiting the foregoing, the words “plan”, “intend”, “may,” “will,” “expect,” “believe”,“could,” “anticipate,” “estimate,” or “continue” or similar expressions orother variations 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., itspredecessors and its subsidiaries.

 

2

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** **

**Tableof 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 |   |

 

2

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**PART I**

 

**ITEM 1.DESCRIPTION OF BUSINESS.**

 

**General**

 

The Registrant was incorporated in Nevada onSeptember 6, 1988. On September 24, 2001, the Registrant filed a voluntarypetition for bankruptcy under Chapter 7 of the United States Bankruptcy Code inthe District of Nevada.  The Registrantemerged from bankruptcy pursuant to a Bankruptcy Court Order entered on February12, 2002 with no remaining assets or liabilities.

 

OnSeptember 30, 2005, the Company entered into a Share Exchange andReorganization Agreement (the “Exchange Agreement”) with Joy PowerInternational Holdings Limited, a Hong Kong corporation (“Joy Power”), and thestockholders thereof which sets forth the terms and conditions of the businesscombination of the Company and Joy Power through the exchange by the Joy PowerStockholders of their interests therein for shares of common stock, par value$0.001 per share, of the Registrant, as a result of which Joy Power became awholly-owned subsidiary of the Registrant.

 

On November 17,2005 the Company entered into a Sale and Purchase Agreement (the “Agreement”)with Joy Power and Dalian Fengming International Recreation Town Co., Ltd. (“DalianFengming”), which sets forth the terms and conditions of the acquisition ofDalian Fengming International Recreation Town (the “Recreation Town”) throughthe exchange of 100% of the beneficial ownership interests of Recreation Townfor shares of preferred stock of the Registrant, such that Recreation Townwould became wholly-owned by Joy Power.

 

On November 30,2005, the Registrant entered into a revised Sale and Purchase Agreement (the “RevisedAgreement”) 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 the date ofthe Revised Agreement to Dalian Fengming.  Ms. Kiu will transfer 100% ofthe beneficial ownership interests of Recreation Town to Joy Power in exchangefor 32,000,000 shares of common stock of the Registrant.  The Registrantwill not issue the shares to Ms. Kiu until the Registrant receives writtenconfirmation from Ms. Kiu that Dalian Fengming had the proper legal title ofRecreation Town.

 

The Companycurrently will be operating through its wholly owned subsidiary, Joy PowerInternational Holdings Limited, a Hong Kong corporation.

 

**Joy Power International Holdings Limited**

 

**General**

 

Joy Power wasformed in February 2005 in Hong Kong and commenced business inJune 2005.

 

3

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Joy Power isprincipally engaged in the sale of various personal care products. Through its Swiss and Malaysian OEM manufacturers, Joy Power positions itselfas a Swiss and Malaysian personal care products import agent in HongKong.  Joy Power has also developed a customer bonus point rewards programand Joy Power has more than 800 active customers in Hong Kong and SouthernChina.  The reward program has encouraged customers to introduce furthercustomers to purchase Joy Power’s products.

 

To distinguish JoyPower from other multi-level marketing companies, we do not distribute ourproducts to the public through “pyramid” or network marketing systems. Instead, regular customers are encouraged to either repeat purchase ourproducts or introduce new customers to purchase our products by a simple “bonuspoints” system.  After completion of every business development stage aspre-budgeted by management, the cash equivalent value of such bonus points willbe calculated by management by sharing a discretionary pool of “marketingawards” in cash declared by Joy Power.  It is the existing practice of JoyPower to allocate approximately 65% of our gross sales receipts of allfirst-time purchases of our customers and declare such as marketing awards tobe shared by the bonus points owners.  In the four months endedSeptember 30, 2005, we encouraged frequent repurchasing habits of ouractive customers.  Stimulated by theeffect of deregulation of inbound tourists from China to Hong Kong sinceJune 2003, Joy Power experienced significant growth in the number ofcustomers in the form of Chinese tourists.

 

Presently, JoyPower sells more than 50 personal care products ranging from a skin care seriesto health energy pillows. The price list of our products ranges from US$13 tomore than US$600.

 

**Sales and Marketing**

 

As ofSeptember 30, 2005, Joy Power employed a total of five salespeople,experienced in the direct marketing field. This sales force operates with keycustomer groups as defined by the senior management.  Management anticipatesthat it will expand its sales force in line with increasing levels of businessin the next twelve months.

 

**Manufacturers**

 

As ofSeptember 30, 2005, Joy Power had five manufacturing and service provisionpartners ranging from a spa center to skin health products manufacturers. Each of such business partners will provide their products or servicesexclusively to Joy Power.

 

Joy Power hasestablished a rigid quality control system with its product manufacturers andservice providers, requiring their respective senior management to beaccountable directly to the CEO of Joy Power. Joy Power has appointed qualitycontrol coordinators in Hong Kong and Malaysia to carry out sampling, testevaluation, audit and other quality control procedures focusing on:

 

•      supply quality andsourcing 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 isdependent upon its product manufacturers and service providers to manufactureits products and provision of skin care services. If the relationship with anyof these business partners were to terminate or if the terms of the contractwith any of these manufacturers became onerous, it would have a materialadverse effect on Joy Power’s business, prospects, financial condition andresults of operation.

 

Additionally, ifJoy Power’s business increases significantly and the manufacturers have reachedtheir maximum annual production of the products, Joy Power might not be able tomeet our customers’ demands, which would have a material adverse effect on ourbusiness, prospects, financial condition and results of operation.

 

**Competition**

 

Joy Power believesthat it is the only company in Hong Kong and Southern China to develop andcommercially implement our distinctive marketing reward systems to encouragefrequent repeat purchases by our customers.

 

The principalhealth care product competitors of Joy Power are Amway and NuLife, both ofwhich market health care and food supplement products.  The principalcompetitors of Joy Power in skin care services are Sau Sun Tong and varioussmall skin care operators in Hong Kong.

 

Any products thatJoy Power markets will have to compete for market acceptance and market share.An important factor in this competition may be timing in introducingcompetitive products. Accordingly, the relative speed with which Joy Power canobtain advanced health care products and be supplied commercial quantities ofthe product will be important competitive factors.

 

**Regulation**

 

Joy Power’sproducts are not subject to stringent regulations in Hong Kong and China. However, if Joy Power does not comply with applicable requirements, it maysuffer penalties, including import detentions, fines or civil penalties,injunctions or suspensions or losses of regulatory approvals, a forced recallor seizure of products, operating restrictions, and criminal prosecution.

 

As ofSeptember 30, 2005, Joy Power was not subject to the regulations of anyjurisdiction other than Hong Kong and China.

 

**Employees**

 

As ofSeptember 30, 2005, Joy Power had ten employees.  Of the tenemployees, two employees are in administration, five employees are in sales,and three executives are in management and corporate finance. None of Joy Power’semployees are represented by labor unions.  Joy Power believes that isemployee relations are good.

 

5

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Joy Power’sprimary hiring sources for its employees include promotion from within, teammember referrals, print and Internet advertising and direct recruiting. All of Joy Power’s marketing employees are highly skilled and highly educatedand subject to rigorous recruiting standards.  Joy Power attracts talentfrom numerous sources, including higher learning institutions, colleges andindustry**. **Competition forthese employees is intense. If Joy Power fails to attract highly experiencedand qualified employees, it could have a material adverse effect on Joy Power’sbusiness, prospects, financial condition and results of operations.

 

**ITEM2.  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, 2005 to October9, 2007 at monthly rental of approximately $1,520 for approximately 1,252square feet.  All of our operations areconducted from this facility.

### ** **

### **Previously, Joy Power conducted its operations atRoom 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, pendingor, to our knowledge, threatened litigation or administrative actions which inour opinion have had or are expected to have a material adverse effect upon ourbusiness, prospects financial condition or operations.

 

**ITEM4.  SUBMISSION OF MATTERS TO A VOTE OFSECURITY HOLDERS.**

 

None.

 

## **PART II**

 

**ITEM5.  MARKET FOR COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS.**

 

TheRegistrant’s common stock is not currently trading or quoted on the publicmarkets.

 

6

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**Holders**

 

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

 

**Dividend Policy**

 

The Company has never paid cash or otherdividends and does not expect to pay any cash or other dividends in theforeseeable future with respect to its common stock. The Company’s futuredividend policy will depend upon its earnings, capital requirements, financialcondition, and other factors considered relevant by the Board of Directors. TheCompany presently intends to retain any earnings which it may realize in theforeseeable future to finance its growth. There are no material restrictions limiting, or that are likely tolimit, the Company’s ability to pay dividends on its common stock.

 

**Recent Sales of UnregisteredSecurities**

 

Forthe year ended September 30, 2002, the Company had not sold any securities without registration under the Securities Actof 1933, as amended (the “Securities Act”), in reliance upon the exemptionsfrom registration under Section 4(2) of the Securities Act and Regulation D.

 

**Purchasesof Equity Securities**

 

None.

 

**ITEM6.  MANAGEMENT’S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.**

 

On September 24, 2001, the Registrant filed avoluntary petition for bankruptcy under Chapter 7 of the United StatesBankruptcy Code in the District of Nevada. The Registrant emerged from bankruptcy pursuant to a Bankruptcy CourtOrder entered on February 12, 2002 with no remaining assets or liabilities.

 

# **ITEM 7. FINANCIAL STATEMENTS**

 

The financialstatements required to be filed pursuant to this Item 7 begin on page F-1 ofthis report.

 

**ITEM 8.  CHANGES IN ANDDISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**

 

None. Registrant had been without an audit firmsince 2001 until its recent change in control as reported on Current Report onForm 8-K/A dated November 18, 2005.  On November 21, 2005,

 

7

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

 

**ITEM 8A.  CONTROLS AND PROCEDURES**

 

As required by SEC rules, we have evaluatedthe effectiveness of the design and operation of our disclosure controls andprocedures at the end of the period covered by this report.  The evaluation was carried out by our ChiefExecutive Officer and Chief Financial Officer (the “Certifying Officers”).   Based upon this evaluation, the CertifyingOfficers have concluded that the design and operation of our disclosurecontrols and procedures are effective.  Such disclosure controls and procedures aredesigned to ensure that material information is made known to the CertifyingOfficers, particularly during the period in which this report wasprepared.  The Certifying Officers haveevaluated the effectiveness of our disclosure controls and procedures as of theend of the period covered by this report and believe that our disclosure controlsand procedures are effective based on the required evaluation.  During the period covered by this report,there were no changes in internal controls that materially affected, or arereasonably likely to materially affect, our internal control over financialreporting.

 

**ITEM 8B.  OTHER INFORMATION**

 

None.

 

**PART III**

 

**ITEM9.  DIRECTORS AND EXECUTIVE OFFICERS**

 

Former Officer and Director

 

**Brice Scheschuk,**34, served as President, Secretary, Treasurer and Director of the Registrant from February 2002 to September 2003. 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), a company that was engaged in investor relations and was the owner of a broker-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 

 

8

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Review, Inc., SydneyRouze Corp., Domain Name Essentials, Inc. and 13thDomain, Inc. Mr. Scheschukreceived a bachelors degree from Dalhousie Universityin Halifax, Nova Scotia,Canada. He is a Canadian Chartered Accountant.

 

**Current Directors and Officers**

 

The individuals below were appointed to theoffices next to their names effective 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 of the Registrant:

 

**Fu-fai Yip**,Director and Secretary.  Mr. Yip has beenthe founder of Joy Power since May 2005. He was a merchant and responsible to lead the formulation of business strategies for Golden Health. Prior to setupof 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-ho Kiu**,Director and Chief Executive Officer. Since September 2005, Ms. Kiu has been the chief executive officer ofJoy Power.  She has over 20 years ofexperience 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 1995 toSeptember 2005.

 

**Maggie Kwok**,Director and Chief Financial Officer. Since July 2005, Ms. Kwok has been the CFO of Joy Power. Ms. Kwok holdsa master’s degree in business administration and has over ten years ofexperience in accounting and corporate finance. Prior to joining Joy Power,she was the proprietor of Win DragonConsultants Limited, an accounting and company secretarial advisorycompany in Hong Kong from October 1998 to July2005.

 

Each director holds office (subject to theCompany’s By-Laws) until the next annual meeting of shareholders and until suchdirector’s successor has been elected and qualified. All of the Company’sexecutive officers are serving until the next annual meeting of directors anduntil 

9

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their successors have been duly elected andqualified.  There are no familyrelationships between any of the Company’s directors and executive officers.

 

The Company does not have a CompensationCommittee, an Audit Committee or a Nominating Committee.  The Board of Directors of the Company plansto expand the number of members on the board and create an independentCompensation Committee, Audit Committee and a Nominating Committee.

 

**LegalProceedings**

 

Neither theCompany nor any of its officers and directors is party to current or pendinglegal proceedings.

 

**Codeof Ethics**

 

The Company’sBoard of Directors has adopted a Code of Ethics which applies to every officer,director and employee of the Company. The Code of Ethics, attached hereto as Exhibit 14.0 is also posted onthe Company’s website at rgglife.com.

 

**Section 16(a) BeneficialOwnership Reporting Compliance.**

 

Based solely on our review of certain reportsfiled with the Securities and Exchange Commission pursuant to Section 16(a) ofthe Securities Exchange Act of 1934 (the “1934 Act”), as amended for theCompany’s fiscal year ending September 31, 2002, no Section 16(a) reports werefiled**.**During this period. Brice Scheschukfailed to file a Form 3 Statement of Initial Beneficial Ownership of Securitiesto coincide with the beginning of his tenure in February 2002.

 

**ITEM10. EXECUTIVE COMPENSATION.**

 

For the period covered bythis report and for the Fiscal year ending September 30, 2001, no compensationwas paid to officers or directors of the Company. For the fiscal year endingSeptember 20, 2000, Catherine Jacobs, former President of the Company, was paidcash compensation in the amount of $16,262 and Linda Lohman, former VicePresident of the Company was paid cash compensation in the amount of $17,692.

 

For the year ended September 30,2002 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 optionsor stock appreciation rights to any named executive officers (or any otherpersons).  However, the Company may grantstock options or stock appreciation rights to these named executive officers orother executive officers or (other persons) in the discretion of its Board ofDirectors**.**

 

10

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# **Director Compensation**

 

During the year ended September 30,2002 and as of December 18, 2005 directorsreceived no compensation for their services as directors.

 

**ITEM11.  SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.**

 

The following table sets forth information asof the date hereof with respect to the beneficial ownership of the outstandingshares of Golden Health common stock immediately following the Transaction by(i) each person known by the Registrant to beneficially own 5% or more of theoutstanding shares; (ii) the Registrant’s officers and directors; (iii) theRegistrant’s officers and directors as a group; and (iv) the DesignatedDirectors who will replace the Registrant’s current directors.

 

Asused in the table below, the term “beneficial ownership*”*means the sole or shared power to vote or direct the voting, or to dispose ordirect the disposition, of any security. A person is deemed as of any date to have beneficial ownership of anysecurity that such person has a right to acquire within 60 days after suchdate.  Except as otherwise indicated, thestockholders listed below have sole voting and investment powers with respectto the shares indicated.  This table iscalculated based upon 161,998,672 shares ofcommon 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                 | %          |

 

11

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* 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 a subsequentdate result in a change of control of the Company.

 

**ITEM 12.  CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS.**

 

None.

 

**ITEM13.  EXHIBITS AND REPORTS ON FORM 8-K.**

 
| **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.                      |

 

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

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

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

(4)   Incorporatedby Reference to Golden Health Holdings, Inc.’s Report on Form 8-K as filed May11, 2004.

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

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

 

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**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.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or15(d) of the Securities Exchange Act of 1934, the registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

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

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, this report has been signed by thefollowing persons on behalf of the Registrant and in the capacities and on thedates 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      |       |                     |                                 |               |
|                 |            |                          |                                      |                    |  |  |  |

 

14

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Golden HealthHoldings, Inc.

Condensed balancesheet (unaudited, in USD)

As of September30, 2002

 
| Assets                                            |   |    |   |
|---------------------------------------------------|--------|---------|--------|
|                                              |   |    |   |
| Total assets                                      |   | —  |   |
|                                              |   |    |   |
| Liabilities and  Stockholders’ Deficit       |   |    |   |
|                                              |   |    |   |
| Liabilities                                       |   |    |   |
| Accounts payable  - related parties               |   | 13,072  |   |
| Accounts payable                                  |   | 1,149   |   |
|                                              |   |    |   |
| Total  liabilities                                |   | 14,221  |   |
|                                              |   |    |   |
| Stockholders’ deficit                        |   |    |   |
| Common stock                                      |   |    |   |
| 50,000,000  shares authorized, $0.001 par value,  |   |    |   |
| 125,754 shares  issued and outstanding            |   | 126     |   |
| Additional  paid-in capital                       |   | 1,374   |   |
| Stocks  subscription received                     |   | 50,000  |   |
| Accumulated  deficit                              |   | (65,721 | )      |
|                                              |   |    |   |
| Total  Stockholders’ Deficit                 |   | (14,221 | )      |
|                                              |   |    |   |
| Total  Liabilities and Stockholders’ Deficit |   | —  |   |

 

F-1

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Golden HealthHoldings, Inc.

Condensedstatement of operations (unaudited, in USD)

For the year endedSeptember 30, 2002

 
| Net sales                                              |   | $       | —  |   |
|--------------------------------------------------------|--------|---------|---------|--------|
| Cost of sales                                          |   | —  |    |
| Gross profit                                           |   | —  |    |
| Impairment of  goodwill                                |   | (50,000 | )       |
| General and  administrative expenses                   |   | (15,721 | )       |
| Losses from  operation                                 |   | (65,721 | )       |
| Income tax                                             |   | —  |    |
| Net loss for the  year                                 |   | $       | (65,721 | )      |
|                                                   |   |    |    |
| Earning per  share - basic and diluted                 |   | $       | (0.52   | )      |
|                                                   |   |    |    |
| Weighted average  number of shares - basic and diluted |   | 125,754 |    |

 

F-2

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Golden HealthHoldings, Inc.

Condensedstatement of stockholders’ equity (unaudited, in USD)

For the year endedSeptember 30, 2002

 
| ** **                       | ** ** | **Common stock** | ** ** | **Additional** | ** ** | **Accumulated**     | ** ** |
|----------------------------------|------------|------------------|------------|----------------|------------|---------------------|------------|
| ** **                       | ** ** | **Shares**       | ** ** | **Amount**     | ** ** | **paid-in capital** | ** ** | **deficit** | ** ** |
|                             |       |             |       |           |       |                |       |   |   |
| Balance at  September 30, 2001   |       | 125,754          |       | $              | 126        |                | $          | (126 | ) | $ | — |   |
|                             |       |             |       |           |       |                |       |   |   |
| Capital  contribution - expenses |       | —           |       | —         |       | 1,500               |       | — |   |
|                             |       |             |       |           |       |                |       |   |   |
| Net loss                         |       | —           |       | —         |       | —              |       | (65,721 | ) |
|                             |       |             |       |           |       |                |       |   |   |
| Balance at  September 30, 2002   |       | 125,754          |       | $              | 126        |                | $          | 1,374 |   | $ | (65,721 | ) |

 

F-3

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Golden HealthHoldings, Inc.

Condensedstatement of cash flows (unaudited, in USD)

Increase(decrease) in cash and cash equivalents

For the year endedSeptember 30, 2002

 
| **Cash  flows provided by (used for) operating activities:**             |   |    |    |
|--------------------------------------------------------------------------|--------|---------|---------|
| Net loss                                                                 |   | $       | (65,721 | ) |
|                                                                     |   |    |    |
| Adjustments to  reconcile net loss to cash used for operating activities |   |    |    |
| Changes in  accounts payable                                             |   | 14,221  |    |
| Capital  contribution - expenses                                         |   | 1,500   |    |
|                                                                     |   |    |    |
| Net cash  provided by (used for) operating activities                    |   | (50,000 | )       |
|                                                                     |   |    |    |
| **Cash  flows from financing activities:**                               |   |    |    |
| Common stock  subscriptions received                                     |   | 50,000  |    |
|                                                                     |   |    |    |
| **Net  increase (decrease) in cash and cash equivalents**                |   | —  |    |
|                                                                     |   |    |    |
| **Cash  and cash equivalents,**beginning of the period                   |   | —  |    |
|                                                                     |   |    |    |
| **Cash  and cash equivalents,**end of the period                         |   | $       | —  |   |
|                                                                     |   |    |    |
| **Supplemental  disclosure of cash flow information:**                   |   |    |    |
|                                                                     |   |    |    |
| Non-cash  activities:                                                    |   |    |    |
|                                                                     |   |    |    |
| Capital  contribution - expenses                                         |   | $       | 1,500   |   |

 

F-4

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