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

                                   FORM 10-KSB

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2005

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934

      FOR THE TRANSITION PERIOD FROM ______________ TO________________

                          COMMISSION FILE NO. 000-49810

                          CENTURION GOLD HOLDINGS, INC.

                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

         A FLORIDA CORPORATION                   65-1129207
         ---------------------                   ----------
         (STATE OR OTHER JURISDICTION            (IRS EMPLOYER
         OF INCORPORATION OR ORGANIZATION)       IDENTIFICATION NUMBER)

                                12 MAIN REEF ROAD
                           PRIMROSE, SOUTH AFRICA 1401
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 +27(11)873-5315
                           (ISSUER'S TELEPHONE NUMBER)

      Securities registered under Section 12(b) of the Securities Exchange Act
of 1934, as amended ("Exchange Act"): None.

      Title of each class name of each exchange on which registered Securities
registered under Section 12(g) of the Exchange Act: Common Stock, par value
$0.0001 per share.

      Check whether the issuer (1) filed all reports required to be filed under
Section 13 or 15(d) of the Exchange Act, during the past 12 months (or for such
shorter period that the Issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. |_|  Yes |X|  No

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |_| Yes |X|  No

      The Issuer's revenues for the fiscal year ended March 31, 2005 were
$2,423,227. The aggregate market value of the voting stock held by
non-affiliates of the Issuer computed by reference to the price at which the
stock was sold, or the average bid and ask prices of such stock as of June 23,
2005, was approximately $0.22 per share. Shares of common stock held by each
executive officer and director and by certain persons who own 5% or more of the
outstanding common stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

<PAGE>

      Number of shares outstanding of Issuer's common stock, $0.001 par value,
outstanding on June 23, 2005: 149,274,655.

--------------------------------------------------------------------------------

                    Documents Incorporated by Reference: NONE

   Transitional Small Business Disclosure Format (Check one): Yes [_]; No [X]

<PAGE>

                                TABLE OF CONTENTS

                                     PART I

Item 1.  Business ........................................................... 01
Item 2.  Description of Property ............................................ 05
Item 3.  Legal Proceedings .................................................. 09
Item 4.  Submission of Matters to a Vote of Security Holders ................ 09

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters............ 10
Item 6.  Management's Discussion and Analysis of Financial Condition or
         Plan of Operations.................................................. 12
Item 7.  Financial Statements ............................................... 19
Item 8.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure ........................................... 20
Item 8A. Controls and Procedures ............................................ 20

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act .................. 22
Item 10. Executive Compensation ............................................. 25
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters .................................... 26
Item 12. Certain Relationships and Related Transactions ..................... 27
Item 13. Exhibits and Reports on Form 8-K ................................... 29
Item 14. Principal Accountant Fees and Services ............................. 33

Signatures .................................................................. 34

<PAGE>

                                     PART I

ITEM 1. BUSINESS

      General

      Golf Product Technologies, Inc. was incorporated in the state of Florida
on August 9, 2001 as a C corporation. We attempted to become a golf equipment
and accessories design and marketing company and intended to market products
that either we licensed or acquired from third parties or developed ourselves.
Ultimately we were unable to either license, acquire or develop any golf
equipment or accessories product that we believed was viable to introduce to
market.

      In November 2002, due to the difficulties we were encountering in securing
an appropriate product to introduce we began considering opportunities in other
industries. Ultimately we determined that the most promising of these potential
transactions appeared to be in the gold mining industry.

      To reflect our new focus we effectuated a name change effective March 21,
2003 to our current name of Centurion Gold Holdings, Inc. In February 2005, we
formed Centurion Delaware Gold Holdings, Inc., a Delaware corporation and our
wholly-owned subsidiary, in connection with the private placement of a $10.0
million secured convertible term note issued to Laurus Master Fund, Ltd.

      Company Overview

      We are a junior mining company (mining companies with market
capitalizations of less than $50 million) with principal operations located in
Primrose, South Africa. We seek to identify and acquire promising ore-bearing
properties with a concentration mainly in gold mining and currently have dump
recovery operations and underground mining in place. Created in a reverse merger
transaction in June 2003, we are one of the only publicly traded junior gold
company from South Africa. To date, we have acquired the following four
properties: Primrose Gold Mine, Sellies Gold Mine, Omaruru Gold Mine and a
chrome bearing operation. In addition, we recently executed a letter of intent
to purchase zaiiplaats tin from a tin-bearing reserve. We are positioning
ourselves to become a major producer in this market by acquiring various mineral
bearing properties and mineral rights and we intend to continue our expansion by
acquiring additional properties.

      Our expansion has been hindered by a lack of capital available to the
multitude of privately-held, junior, mining companies in South Africa. Local
banks are ill-equipped to structure market financing for so many smaller
entities. As a result, we have engaged in a strategic plan with prospective
partners to raise cash for our internal growth and acquisition goals.

      Once financing is complete, we will move quickly into production. Unlike
the major gold mines in South Africa (which have production policies and labor
rules making them inefficient), we are more nimble. We are able to move more
quickly to exploit higher-quality veins as the price of gold increases, and
switch to lower-quality veins as gold prices decrease, or alternatively, we are
able to hire contractors to mine ore with lower gold consistency.

      Large mining operations are restricted by labor unions, such as the
National Union of Mineworkers (NUM), which restricts the use of contractors to
30% of their workforce. Our company, on the other hand, may use independent
contractors (with no labor restrictions) exclusively. Contractors are paid on
the amount of gold mined, as opposed to the volume of ore (in the case of
workers belonging to labor unions). As a result, we seek to expand our use of
contractors to further maximize profits and increase productivity.

      Our headquarters are located at 12 Main Reef Road, Primrose, South Africa
1401, and our telephone number at that address is +27(11) 873-5315.

                                       1
<PAGE>

      South African Gold Industry Overview

      South Africa produces approximately 40% of the world's gold and is one of
the world's leaders in gold production; it outperforms its neighbors, such as,
Tanzania and Zimbabwe, which have considerably more gold resources. There are,
however, important changes in government regulations and a new charter that
dramatically change the economics of gold mining in South Africa. These changes
are likely to benefit junior gold mining companies such as our company.

      Traditionally, large mining firms acquired masses of land - both surface
and mineral rights - and have held onto huge parts of the reserve. The new
charter requires lands to be mined within a prescribed timetable (under the new
program, claims - legal rights to the minerals in a given area - must be
transferred from "old order claim" to "new order claim"; and owners are required
to begin geological surveys within two years and begin mining within five years
or the land reverts back to the state). The new charter also provides that all
South African companies must maintain an ownership interest by black empowerment
enterprises (BEE) of 26% within five years of formation. As a result, many large
mining interests are giving up properties through joint ventures or outright
offerings on market. The new charter is expected to drive big mining companies
to alternative sites, such as Russia, where labor is cheaper and the gold is
closer to the surface. However, the major mining companies are notably slow in
establishing production elsewhere and will take such companies a significant
amount of time to effectuate their new business plan.

      The South African government finalized a new charter in May 2004 requiring
owners of land with minerals, such as gold, to test and put into production
mining claims within specified time frames or return the land to the government.
The "use-it-or-lose-it" law has forced all owners of land with minerals to
resubmit their mineral rights claims as a prelude to enactment. Additionally, a
national safety standard has been laid down for the industry, requiring gold
workers to be licensed and environmental standards be stringently upheld.

      These new regulatory changes have prompted land and its mineral rights to
be placed into the market. We believe that the future of the gold industry in
South Africa is dependent on the consolidation of mining companies and increased
productivity. We expect that this trend of disposing of mines is likely to
escalate, creating opportunity for our company.

      Currently, investors in the U.S. stock exchanges are limited to only three
of the major South African gold firms: Anglo Gold (NYSE:AU), Gold Fields Limited
(NYSE:GFT), and Harmony Gold (NYSE:HMY). Consequently, we are the only junior
South African gold firm publicly traded in the United States.

      Gold Markets Generally

      Gold Uses. Gold has two main categories of use--product fabrication and
investment. Fabricated gold has a variety of end uses, including jewelry,
electronics, dentistry, industrial and decorative uses, medals, medallions and
official coins. Gold investors buy gold bullion, official coins and high-karat
jewelry, in addition to equity in gold companies such as ours.

      Gold Supply. The worldwide supply of gold consists of a combination of new
production from mining and the draw-down of existing stocks of bullion and
fabricated gold held by governments, financial institutions, industrial
organizations and private individuals. In recent years, mine production has
accounted for approximately 60% to 70% of the total annual supply of gold.

      Gold Price. The following table presents the annual high, low and average
afternoon fixing prices over the past ten years, expressed in U.S. dollars, for
gold per ounce on the London Metal Exchange.

Year                                     High           Low           Average
----                                     ----           ---           -------

1994                                    $  396         $  370          $  384

                                       2
<PAGE>

1995                                    $  396         $  372          $  384

1996                                    $  415         $  367          $  388

1997                                    $  362         $  283          $  331

1998                                    $  313         $  273          $  294

1999                                    $  326         $  253          $  279

2000                                    $  313         $  264          $  279

2001                                    $  293         $  256          $  271

2002                                    $  349         $  278          $  310

2003                                    $  416         $  320          $  363

2004                                    $  429         $  375          $  402

2005 (through June 23, 2005)            $  437         $  439          $  438

--------------------
Source of Data: Kitco and Reuters
* Rounded to the nearest whole dollar.

      On June 23, 2005, the afternoon fixing price for gold on the London Metal
Exchange was $439.15 per ounce.

      All gold produced by us is sold at spot rate for the day of trade at the
London Metal Exchange second fixed price and the money is paid into our account
within 24 hours of deposition.

      We have little marketing cost, if any, and all gold produced by us is
taken directly from our properties. We do not hedge or sell forward, but
continually monitor financial trends to ensure the best price for the company at
prevailing market prices.

      Operations

      On June 20, 2003, we finalized the acquisition of one hundred percent
(100%) of the issued and outstanding capital stock of Centurion Gold (Pty) Ltd.
(f/k/a Omaruru Exploration (Propreitary) Limited ("Omaruru"). The stockholders
of Omaruru received in the aggregate 20,700,000 post-split restricted shares of
our common stock in exchange for 100% of the issued and outstanding stock of
Omaruru. Omaruru holds the Notarial Mineral Lease over the precious metals
claims and mineral rights and the mining assets for Omaruru Minerals
(Proprietary) Limited, known as the Elandshoogte Mine.

      On October 8, 2003, we finalized the acquisition of 100% of the issued and
outstanding capital stock of Desta Transport Services (Proprietary) Limited
("Desta") and Area 9B Property (Proprietary) Limited ("Area 9B") and Odzi
Properties (Proprietary) Limited ("Odzi"), collectively known as the Sellies
Gold Mine. The stockholders of Desta, Area 9B and Odzi received in the aggregate
5,000,000 restricted shares of the common stock of Centurion in exchange for
100% of the issued and outstanding stock of Desta, Area 9B and Odzi. Desta, Area
9B and Odzi holds the Notarial Mineral Lease over the precious metals claims and
mineral rights and the mining assets for the Sellies Gold Mine as follows:

      Desta: Certain permits issued under Section 161 of the Mining Rights Act
No 20 of 1967 to retain and treat tailing, slimes, waste rock or other mine
residue situated on the farm Witpoortjie No 117 Registration Division I.R.
Gauteng region. Permit No 24/78, Licence No 74, Plan R M T No 0180/78;

      Odzi: The immovable property known as Portion 277 (a portion of Portion
263) of the farm Witpoortjie No 117, Registration Division I.R. Gauteng region
measuring 9,8544 hectares; and the remaining extent of Witpoortjie 117 I.R.
Province of Gauteng, measuring 24,10 hectares and 7,62 hectares in extent.

                                       3
<PAGE>

      Area 9B: Portion 275 (a portion of Portion 263) of the farm Witpoortjie
117, Registration Division I.R. Province of Gauteng measuring 23,8562 hectares
General Plan S.G. No A.13266/1995 and held by Certificate of Registered Title T.
90933/96.

      On December 31, 2003, we finalized the acquisition of 100% of the issued
and outstanding capital stock of Coinholders (Proprietary) Limited
("Coinholders") and Investpro Prop 11 (Proprietary) Limited ("Investpro"), known
as the Spruitfontein and Marikana Chrome Mines, respectively. The stockholders
of Coinholders and Investpro received in the aggregate 10,000,000 restricted
shares of our common stock in exchange for 100% of the issued and outstanding
stock of Coinholders and Investpro. Coinholders and Investpro hold the Notarial
Mineral Lease over the precious metals claims and mineral rights and the mining
assets for the Spruitfontein and Marikana Mines as follows:

      Real estate consisting of Portions 17 and 18 of the farm Spruitfontein
341, Registration Division J.Q. and The Farm Kafferskraal 342, registration
Division J.Q. North West Province. South Africa.

      On February 2, 2004, we finalized the acquisition of 100% of the issued
and outstanding capital stock of Glencairn Gold Mine (Proprietary) Limited
("Glencairn"), collectively known as the Primrose Gold Mine. The stockholders of
Glencairn received in the aggregate 1,500,000 restricted shares of common stock
and cash of $500,000 in exchange for 100% of the issued and outstanding stock of
Glencairn. Glencairn holds the precious metals claims and mineral rights and the
mining assets for the Primrose Mine as follows:

      475 claims covering over 570 hectares on the farms Elandsfontein 90
Division IR, Driefontein 87 Division IR and Driefontein 85 Division IR on the
Witwatersrand, South Africa and includes the JC Gold Mining processing plant and
freehold title to Remaining Extent of Portion 132 of the Farm Driefontein 87
covering 32 hectares.

      As of the date hereof:

      Elandshoogte is still not operational. During November 2003 we applied for
a new mining license to commence operations at Elandshoogte. During the review
process, in May 2004, a new mining act was passed in South Africa. As a result,
we were required to re-apply under the new act. The application is currently
under review by the South African government. We anticipate that it will take
approximately eight months to receive the new mining license, at which time we
will commence operations.

      The contractors at the Sellies Gold Mine have erected a small plant to
begin concentrating the gold bearing ore. Once the grades prove to be viable, a
larger plant and processing facility will be erected and the processed ore will
be trucked to the Primrose Gold Mine for refining. Our current facility has
commenced operations.

      When we purchased the chrome mines, Spruitfontein and Marikana, the
contractors were already underway with mining operations. Upon defaulting on
their first payment, we cancelled their contract immediately. New contractors
were appointed and are awaiting the new mining license under the new mining
charter. We expect the new license to be issued by November 2005.

      We acquired the Primrose Gold Mine on February 2, 2004 and increased gold
production approximately 15 fold by the end of June 2004. Primrose management
was restructured and a team headed by Keith Hart, a mining turnaround specialist
and our Chief Operating Officer and Director, was put in place by the Board of
Directors. Consequently, the critical break-even cash operating cost levels were
achieved and in fact exceeded. The gold plant has been refurbished and currently
the underground infrastructure is being improved upon to increase tonnages to
approximately 10,000 tons per month for the second quarter. The increased
tonnages will increase the gold production threefold, from current levels. In
addition, a second shaft, Stanhope, has been opened and is currently in
operation. The third shaft of Moss Rose was also opened after 25 years and was
operational as of the first week in March 2005.

                                       4
<PAGE>

      As of February 2, 2005, we entered into a stock purchase agreement with
Zaaiplaats Tin Pty. Ltd. ("Zaaiplaats"), whereby we agreed to purchase 100% of
the outstanding capital stock of Zaaiplaats in exchange for 15,000,000 shares of
our common stock. The shares are currently being held in escrow until we receive
the requisite exploration license from the Republic of South Africa's Department
of Minerals and Energy (the "DME"). The Zaaiplaats acquisition will be finalized
upon receipt of the exploration license.

      As of March 31, 2005, we entered into four separate stock purchase
agreements with each of Kwela Pty. Ltd. ("Kwela"), Uvongo Pty Ltd. ("Uvongo"),
Fulloutput 259 Pty. Ltd. ("Fulloutput") and Majormatic 167 Pty. Ltd.
("Majormatic"), whereby we agreed to purchase 100% of the outstanding capital
stock of each of Kwela, Uvongo, Fulloutput and Majormatic in exchange for
2,100,000, 9,000,000, 16,500,000 and 40,000,000 shares, respectively, of our
common stock. The shares are currently being held in escrow until we receive the
requisite exploration license from the DME. The foregoing acquisitions will be
finalized upon receipt of the exploration licenses.

      Competition

      The markets in which we conduct business are highly competitive, and are
already served by well-established and well-financed companies. These
competitors have significantly greater financial and marketing resources than we
have.

      We believe that the future principal factors affecting the marketplace are
the current gold price and the Rand / U.S. dollar exchange rate. The gold price
is in a high range, but the Rand has been one of the top performers worldwide
against the U.S. dollar appreciating over 100% over the past few years.

      Recent Developments

      We received an offer to acquire our business from a United Kingdom Irish
listed company for $0.45 per share and our board of directors is currently
evaluating the offer to ensure that such offer will maximize shareholder value.
The parties intend to finalize their respective due diligence review by the end
of July.

      Employees

      As of the date of this Annual Report, we have 550 employees. Of these
employees, five serve in management positions as full time employees.
Approximately 55 workers are currently unionized under the National Union of
Mineworkers, but we presently do not have any labor union contract with any
union nor do we anticipate unionization of the remainder of our personnel in the
foreseeable future.

ITEM 2. DESCRIPTION OF PROPERTY

      The current principal office is comprised of four buildings on
approximately 1,324 acres of land located at 12 Main Reef Road, Primrose, South
Africa.

      We believe the premises leased are adequate for our current and near term
requirements.

      We do not have any investment policies with respect to investments in (i)
real estate or interests in real estate, (ii) investments in real estate
mortgages and (iii) securities of or interests in persons primarily engaged in
real estate activities.

      Mining Properties

1.    MINING PROPERTY: Elandshoogte Mine / Gold Mining

      ACCESS: Direct access by state Sudwala caves road, do not require any
right of way from any other property holders.

                                       5
<PAGE>

      LOCATION: Sabie, Mapumalanga Province, South Africa

      TITLE/CLAIMS: 1539 claim on the farm Elandshoogte 270JT and Rietvallei 256
JT and all the rights to minerals in respect of the farm Sudwalaskraal 271JT,
together with the surface right permits on the said farms including the
metallurgical plant and equipment, improvements, loose assets and stores as are
presently found on the said claims and/or mineral right area including the
mining permits.

      PREVIOUS OPERATIONS: Makonjwaan Imperial Mining Company (Pty) Ltd
Nelspruit Mapumalanga ceased mining operations in June 1994.

      PRESENT CONDITION: Metallurgical Plant is fully capitalized and ready to
process Mine dumps. Awaiting Mining license authorization under new mining
charter.

      TYPE OF OPERATION: Dump reclamation and Rehabilitation for the first three
years and Adit Mining there after into established adits.

      GEOLOGY/GEOLOGIST: Sabie Pilgrims Rest Goldfield (SPRG) green stone belt
east of the Bushveld Complex. Independent geologist R H Boer. Dump and Dunes
independent resource company.

2.    MINING PROPERTY: Sellies Gold Mine / Gold Mining

      ACCESS: Direct access by state highway N56 and state road Ergo road, no
right of way required from any other property owners.

      LOCATION: Springs, Johannesburg, Gauteng Province, South Africa.

      TITLE/CLAIMS: Certain permit issued under Section 161 of the Mining Rights
Act No 20 of 1967 to retain and treat tailing, slimes, waste rock or other mine
residue situated on the farm Witpoortjie No 117 Registration Division I.R.
Gauteng region. Permit No 24/78, Licence No 74, Plan R M T No 0180/78;

      The immovable property known as Portion 277 (a portion of Portion 263) of
the farm Witpoortjie No 117, Registration Division I.R. Gauteng region measuring
9,8544 hectares; and the remaining extent of Witpoortjie 117 I.R. Province of
Gauteng, measuring 24,10 hectares and 7,62 hectares in extent.

      Portion 275 (a portion of Portion 263) of the farm Witpoortjie 117,
Registration Division I.R. Province of Gauteng measuring 23,8562 hectares
General Plan S.G. No A.13266/1995 and held by Certificate of Registered Title T.
90933/96.

      PREVIOUS OPERATIONS: no previous operations known.

      PRESENT CONDITION: Approved EMPR and Mining License in place. Pilot plant
complete to start pilot operation of Gold concentration. Being mined presently
in Joint Venture agreement with Enable Mining and Centurion Gold.

      TYPE OF OPERATION: Opencast Dump reclamation and rehabilitation.

      GEOLOGY/GEOLOGIST: Dump Material from Witwatersrand basin complex. R H
Boer Independent geologist.

3.    MINING PROPERTY: Spruitfontein / Markana Chrome Mines

      ACCESS: Direct access by State main road to Rustenburg, do no not require
right of way from any other property owners.

      LOCATION: Marikana district, Rustenburg, South Africa.

                                       6
<PAGE>

      TITLE/CLAIMS: Real estate consisting of Portions 17 and 18 of the farm
Spruitfontein 341, Registration Division J.Q. and The Farm Kafferskraal 342,
registration Division J.Q. North West Province. South Africa.

      PREVIOUS OPERATIONS: MG Chrome previously conducted open cast mining and
they ceased operations in 1999.

      PRESENT CONDITION: Open Cast pit has been opened and detailed foe
extraction, awaiting for approval of Mining License submission as per the new
Mining Charter from May 1, 2004.

      TYPE OF OPERATION: Open Cast

      GEOLOGY/GEOLOGIST: Rustenburg Layered Suite. Independent Geologists L W
Schuurman 1998-0052,H J Greyvenstein 2001, E H Siepker July 23, 2001.

4.    MINING PROPERTY: Primrose Gold Mine/ JC Goldmine/ Glencairn Gold Mine

      ACCESS: Direct access by state main road, Main Reef Road Primrose, no
right of way needed by any other property owners.

      LOCATION: Germiston, Witwatersrand, South Africa

      TITLE/CLAIMS: 475 claims covering over 570 hectares on the farms
Elandsfontein 90 Division IR, Driefontein 87 Division IR and Driefontein 85
Division IR on the Witwatersrand, South Africa and includes the JC Gold Mining
processing plant and freehold title to Remaining Extent of Portion 132 of the
Farm Driefontein 87 covering 32 hectares.

      PREVIOUS OPERATIONS: The mine was previously run as an ongoing mining
operation by JC Mining.

      PRESENT CONDITION: Mining License approved and mining is being undertaken
by us, as well as a full processing plant in place which can process 20,000 tons
month.

      TYPE OF OPERATION: Underground Mining of Reclamation nature.

      GEOLOGY/GEOLOGIST: East Witwatersrand Basin well documented
internationally. Reports by Issher Wood 1996. Independent Geologist.

5.    MINING PROPERTY: Mooihoek Platiniferous Pipe

      ACCESS: Access via dirt road from mail Steelpoort-Polokwane Road.

      LOCATION: Steelport, Mapumalanga, South Africa.

      TITLE/CLAIMS: State-owned asset - valid prospecting permit submitted.

      PREVIOUS OPERATIONS: 1920's mined by Lydenburg Platinum then abandoned.

      PRESENT CONDITION: Shaft has been sealed - no surface infrastructure.

      TYPE OF OPERATION: Shallow opencast to remove plug, then reopen shaft to
access pipe remnants.

      GEOLOGY: Oilivine-Wherlite Pipe transgressing through BIC rocks - free
Platinum.

6.    MINING PROPERTY: Maandagshoek Pt. Tailings Dump.

                                       7
<PAGE>

      ACCESS: Access via dirt road from main Steelpoort-Polokwane Road.

      LOCATION: Steelport, Mapumalanga, South Africa.

      TITLE/CLAIMS: State owned asset - valid prospecting permit submitted. No
competing bids.

      PREVIOUS OPERATIONS: 1920's created by Lyndenburg Platinum then abandoned.

      PRESENT CONDITION: Dump has not been re-evaluated, exists as a mound of
tailings sand.

      TYPE OF OPERATION: Simple reworking of tailings deposit via modern means
of extraction.

      GEOLOGY: Tailings deposit from Mooihoek and Driekop Pipes.

7.    MINING PROPERTY: Schieding LG6 Chrome Deposit

      ACCESS: Access via dirt road from Main Steelpoort - Polokwane Road.

      LOCATION: Steelpoort, Mapumalanga, South Africa.

      TITLE/CLAIMS: State-owned asset - valid prospecting permit submitted - no
competing bid.

      PREVIOUS OPERATIONS: Grass roots deposit, Chromite on outcrop.

      PRESENT CONDITION: Virgin deposit.

      TYPE OF OPERATION: Initial drilling to calculate extent and then shallow
opencast production.

      GEOLOGY: LG6 Chromite Zone, part of Critical Zone of Bushveld Igneous
Complex.

8.    MINING PROPERTY: Naboom Pt. Vein Deposit

      ACCESS: Private road from main Morokane-Nylstroom Road.

      LOCATION: Morokane, Limpopo, South Africa.

      TITLE/CLAIMS: Old Order Rights purchased from Angologold Ashanti -
Conversion in Process.

      PREVIOUS OPERATIONS: Developed in 1920's by Transvaal Platinum then
abandoned.

      PRESENT CONDITION: All shafts and Winzes have been closed and sealed
-easily located on surface.

      TYPE OF OPERATION: Reopening of all shafts and Winzes, possible opencast
in placed, or continue underground operation.

      GEOLOGY: Platiniferous fluid replacement in a vuggy Quartz rich faultzone,
cutting through Main Zone Felsites of BIC.

9.    MINING PROPERTY: South Rand Gold Fields

      ACCESS: Various Access from Balfour - Greylingstad Road.

      LOCATION: Balfour, Mapumalanga, South Africa.

                                       8
<PAGE>

      TITLE/CLAIMS: Options on Old Order rights secured. Conversion in Process.

      PREVIOUS OPERATIONS: Mined by several mining houses over decades, then
abandoned.

      PRESENT CONDITION: Various operations - almost totally abandoned.

      TYPE OF OPERATION: Various, ranging from virgin trenching and drilling to
opencasting, reopening underground works.

      GEOLOGY: Kimberly Reef Conglomerates, last untapped reserves of
Witwatersrand Gold.

ITEM 3. LEGAL PROCEEDINGS

      Other than as set forth below, we are not a party to any material legal
proceedings, nor are any legal proceedings pending other than as described
below, or threatened, other than those arising in the ordinary course of
business. Other than as described below, we are not aware of any legal
proceedings contemplated by any governmental authorities involving us. None of
our directors, officers or affiliates is an adverse party in any legal
proceedings involving us or our subsidiaries, or has an interest in any
proceeding which is adverse to us or our subsidiaries.

      One of our subsidiaries, Glencairn Gold Mine, is involved in several
lawsuits related to our prior operations and management. The prior management
has provided a loan in the amount of $280,920 to offset any amounts due as a
result of these lawsuits. At March 31, 2005, several of these lawsuits have
resulted in judgments against us and we are negotiating with several vendors to
establish monthly payment plans. These claims and legal proceedings relate to
contractual rights and obligations and employment matters.

      During September 2004, we reached a settlement with the South African
Department of Labor concerning prior workers compensation insurance payments due
by our Glencairn Gold Mine subsidiary. The Department agreed to waive all
amounts due prior to our acquiring the subsidiary. The told amount of accrued
workers compensation forgiven was $535,542.

      We have initiated a suit against JC Cockroft, the former owner of
Glencairn Gold Mine (Proprietary) Limited, our subsidiary, regarding a breach of
certain representations and warranties made by him in connection with our
purchase of Glencairn. The complaint alleges that Mr. Cockroft failed to
disclosure to us certain letters received by him from the Department of Minerals
and Energy regarding the illegal dumping of mine residue on land held by the
Wirwatersrand Gold Realisation Trust. As a result, we are prohibited from
dumping our mine residue and were required to purchase land for an amount in
excess of $400,000 to continue mining operations. Accordingly, we are seeking
damages of approximately $307,000 and the forfeiture by Mr. Cockroft of 500,000
shares of our common stock.

      While there can be no assurance that an adverse determination of any such
matters could not have a material adverse impact in any future period,
management does not believe, based upon information known to it, that the final
resolution of any of these matters will have a material adverse effect upon us.
We believe that these allegations have no merit and intend to vigorously defend
these suits.

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

      There were no matters submitted for stockholders' vote during the fourth
quarter of the fiscal year 2004.

                                       9
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      As of June 23, 2005, there were approximately 76 record owners of our
common stock, which is traded on the OTC Bulletin Board under the symbol "CGHI".
Since a large number of shares of the Registrant's common stock are held in
street or nominee name, it is believed that there are a substantial number of
additional beneficial owners of the Company's Common Stock.

      Set forth below are the range of high and low bid quotations for the
periods indicated as reported by the OTC Bulletin Board. The market quotations
reflect interdealer prices, without retail mark-up, mark-down or commissions and
may not necessarily represent actual transactions.

      Quarter Ending           High            Low
      --------------           ----            ---

      3/31/04                  $3.72           $2.15
      6/30/04                  $3.10           $1.00
      9/30/04                  $1.25           $0.65
      12/31/04                 $0.85           $0.42
      3/31/05                  $0.49           $0.25
      6/30/05                  $0.34           $0.14

      Holders of common stock are entitled to receive dividends as may be
declared by our Board of Directors and, in the event of liquidation, to share
pro rata in any distribution of assets after payment of liabilities. The Board
of Directors has sole discretion to determine: (i) whether to declare a
dividend; (ii) the dividend rate, if any, on the shares of any class of series
of our capital stock, and if so, from which date or dates; and (iii) the
relative rights of priority of payment of dividends, if any, between the various
classes and series of our capital stock. We have not paid any dividends and do
not have any current plans to pay any dividends.

      The Company currently has no compensation plans or employee benefit plans.

Recent Sales of Unregistered Securities

      The following is a list of our securities that have been sold or issued by
us during the past fiscal year. Each of these securities was sold without
registration under the Securities Act of 1933, in reliance on Regulation D of
the Securities Act of 1933. There were no underwriting discounts or commissions
paid in connection with the sale of these securities, except as noted.

      In June 2004, we issued 10,000 shares of our common stock to two employees
for services related to the Primrose Gold Mine.

      In September 2004, we issued a secured convertible term note in the
principal amount of US$3,000,000 to Laurus Master Fund, Ltd ("September 2004
Term Note"). This note is convertible into shares of our common stock at a fixed
conversion price of $.77 per share (which represents a price equal to 103% of
the 10 day average closing price of the common stock prior to closing). In
connection with the offering, we also issued to Laurus Master Fund, Ltd. an
aggregate of 1,000,000 warrants to purchase common stock at a price of $.90 per
share. The proceeds of the note and warrant will be used to fund acquisitions
and for working capital. However, all of the proceeds from the note were placed
in a restricted bank account that serves as collateral for the convertible note
and will be released to us only upon the conversion of a portion of the
principal amount of the convertible note into shares of our common stock. Our
ability to require the conversion of such principal into common stock is
contingent on several factors, including the registration under the Securities
Act of 1933, of the shares of our common stock to be issued upon such
conversion, the average trading price of our common stock and the volume of
purchases and sales of our common stock in the over-the-counter market. In
addition, conversions are limited to a percentage of the volume of our common
stock on a monthly basis. In February 2005, we executed Amendment No. 1 to the
note, whereby Laurus Master Fund, Ltd. agreed to reduce the fixed conversion
price to $.30, provided, however, the shares of our common stock issuable as a
result of such amendment (7,352,599 shares) were registered in the subsequent
registration statement filed by us on Form SB-2.

                                       10
<PAGE>

      In January 2005, three of our shareholders settled an outstanding loan in
the amount of US$1,435,000 on our behalf. In connection with such settlement, we
issued 2,000,000 shares of our common stock to the Hollandsche Trust, 1,000,000
shares to Daros Ltd., and 2,000,000 shares to Blue Dove Trust.

      In January 2005, we entered into an agreement with a consultant to provide
advisory services. In connection with the agreement, we issued 2,750,000
warrants exercisable at $0.01 per share for a period of three years.

      In February 2005, we entered into the Investment Agreement with Dutchess
Private Equities Fund II, LP, whereby we agreed to sell up to $25,000,000 of our
common stock to Dutchess Private Equities Fund II, LP, subject to certain
draw-down restrictions contained therein.

      We also completed another private placement with Laurus Master Fund, Ltd.,
whereby we issued a secured convertible term note in the principal amount of
$10,000,000, and a warrant to purchase up to 3,750,000 shares of our common
stock. The proceeds of the note and warrant will be used to fund acquisitions
and for working capital. However, $9,000,000 of the proceeds from the note were
placed in a restricted bank account that serves as collateral for the
convertible note and will be released to us only upon the conversion of a
portion of the principal amount of the convertible note into shares of our
common stock. Our ability to require the conversion of such principal into
common stock is contingent on several factors, including the registration under
the Securities Act of 1933, of the shares of our common stock to be issued upon
such conversion, the average trading price of our common stock and the volume of
purchases and sales of our common stock in the over-the-counter market. In
addition, conversions are limited to a percentage of the volume of our common
stock on a monthly basis. We also pledged all of the outstanding capital stock
of our wholly-owned subsidiary, Centurion Delaware Gold Holdings, Inc., pursuant
to a stock pledge agreement. Further, our subsidiary agreed to unconditionally
guarantee to Laurus Master Fund, Ltd., the prompt payment of all our present and
future obligations and liabilities of any and all kinds under the securities
purchase agreement and all other transaction documents associated therewith.

      As of February 2, 2005, we entered into a stock purchase agreement with
Zaaiplaats, whereby we agreed to purchase 100% of the outstanding capital stock
of Zaaiplaats in exchange for 15,000,000 shares of our common stock. The shares
are currently being held in escrow until we receive the requisite exploration
license from the DME. The Zaaiplaats acquisition will be finalized upon receipt
of the exploration license.

      On March 4, 2005, pursuant to the September 2004 Term Note, Laurus Master
Fund, Ltd. converted $75,000 of its $3,000,000 aggregate principal amount
September 24 note into 250,000 shares of our common stock. In June 2005, Laurus
Master Fund, Ltd. converted $9,000 of its $3,000,000 aggregate principal amount
September 24 note into 30,000 shares of our common stock.

      As of March 31, 2005, we entered into four separate stock purchase
agreements with each of Kwela, Uvongo, Fulloutput and Majormatic, whereby we
agreed to purchase 100% of the outstanding capital stock of each of Kwela,
Uvongo, Fulloutput and Majormatic in exchange for 2,100,000, 9,000,000,
16,500,000 and 40,000,000 shares, respectively, of our common stock. The shares
are currently being held in escrow until we receive the requisite exploration
license from the DME. The foregoing acquisitions will be finalized upon receipt
of the exploration licenses.

      In April 2005, we issued 12,572 shares of our common stock to Gersten
Savage LLP for legal services rendered.

      In May 2005, we entered into an agreement with MCC Financial Services
Advisors, Inc. ("MCC") pursuant to a letter agreement, whereby MCC agreed to
provide investor relations services to us in exchange for, among other things,
the issuance of 300,000 shares of our common stock to MCC and certain of its
affiliates.

      In June 2005, certain creditors of the Company, including, without
limitation, the Hollandsche Trust and Daros Trust, agreed to convert their
respective outstanding loans payable into an aggregate of 15,000,000 shares of
Company common stock. The sole beneficiary of the Hollandsche Trust is Keith
Hart, our COO and Director. Andrew Dale Paul, our CEO, President and Chairman,
is a 20% beneficiary of the Daros Trust. In addition, we offered and sold
100,000 shares of our common stock to an investor, Peter Woods, in consideration
for $16,000.

      In July 2005, pursuant to a securities purchase agreement, we issued an
aggregate of $755,000 of convertible promissory notes to five investors and
issued 1,258,333 warrants to purchase our common stock at $.30 per share. All
proceeds will be held in escrow until the parties finalize the security purchase
agreement.

                                       11
<PAGE>

      ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN OF OPERATIONS

                           Forward-Looking Statements

      The following discussion should be read in conjunction with our
consolidated financial statements and related notes included elsewhere in this
Annual Report. Our independent auditors have expressed in their audit opinion
dated March 31, 2005 that there is substantial doubt that we can continue as a
going concern unless we can further implement our business plan, raise capital
and generate revenues.

      This filing contains forward-looking statements. The words "anticipated,"
"believe," "expect," "plan," "intend," "seek," "estimate," "project," "will,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. These statements include, among others, information regarding future
operations, future capital expenditures, and future net cash flow. Such
statements reflect our management's current views with respect to future events
and financial performance and involve risks and uncertainties, including,
without limitation, general economic and business conditions; industry capacity;
industry trends; competition; changes in business strategy or development plans;
project performance; availability, terms, and deployment of capital; and
availability of qualified personnel. Should one or more of these risks or
uncertainties occur, or should underlying assumptions prove to be incorrect,
actual results may vary materially and adversely from those anticipated,
believed, estimated or otherwise indicated. These forward-looking statements
speak only as of the date of this Annual Report. Subject at all times to
relevant federal and state securities law disclosure requirements, we expressly
disclaim any obligation or undertaking to disseminate any update or revisions to
any forward-looking statement contained herein to reflect any change in our
expectations with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based. Consequently, all of the
forward-looking statements made in this filing are qualified by these cautionary
statements and there can be no assurance of the actual results or developments.

      Overview

      We are a junior gold mining company (mining companies with market
capitalizations of less than $50 million) with a roll-up strategy to acquire
near revenue stream or revenue stream low production cost mining companies. Our
focus is on acquiring low cost operations with turnaround opportunities to
further enhance profitability. We are building up a strong team of management
and operations personnel experienced in mining to take advantage of these
opportunities, especially in South Africa, due to the new legislation which was
implemented in May 2004. This legislation enforces a "use it or loose it
"strategy, whereby all mining claims must be prospected within a certain time
frame, otherwise, such prospects revert to the state.

      We recently commenced operations on the third shaft of the Primrose mine
"Moss Rose" and began mining ore from this shaft in March 2005. The Moss Rose
shaft has added approximately 1,000 tons of ore to the plant at an average
indicated grade of approximately .16 ounces per ton. In addition, the Stanhope
shaft is fully commissioned and is currently producing approximately 800 tons.
The Waverly Shaft, however, continues to account for the bulk of our production.
Production has proven difficult for the Waverly shaft this quarter with panels
proving difficult to exploit as well as difficult to remove in large high grade
sections. Grades also dropped off substantially causing lower gold output this
past quarter. We believe the solution is to increase our sampling team to find
better pay areas as well as increasing our "opening-up team " to allow us to
mine more faces at one time. We are also increasing mining labor to take
advantage of this strategy and anticipate positive results towards the middle of
the last quarter. We anticipate that the Waverly shaft will be up to
approximately 4,500 tons per month in the fourth quarter.

      We received the first concentrates from the Omaruru mine and are working
to increase the grades from this material (which are still low) whilst the
process at Omaruru is adjusted. We are continuing to investigate the possibility
of a new bio leach process to increase our ore recovery. We are still awaiting
the new mining license, but will continue with rehabilitation of the dumps and
extract gold for the short term. Production from the Sellies mine is limited and
our process is still being refined in order to adapt to the quality of grades in
the footprint. In addition, we are upgrading the plant to cope with the coarse
fraction in which a large percentage of the free gold lies. We also built a new
line onto the plant which includes a crushing section. However, grades remain
low and uneconomical at current gold prices so commercialization will not occur
at this point in time.

                                       12
<PAGE>

      We are still awaiting the new mining license in order to commence mining
at the Chrome Mines, Marikana and Spruitfontein. There is a significant backlog
in the application at the Government Department of Mineral and Energy and no
assurance can be given that we will be approved within a reasonable time period.

      In the quarter ended December 31, 2004, we actively positioned ourselves
to raise cash for our acquisition targets and were successful in raising $3.0
million in convertible debt financing. In the quarter ended March 31, 2005, we
raised $10.0 million in convertible debt financing and up to $25.0 million
through the Equity Line with Dutchess Private Equities Fund II, LP. In addition,
we raised $755,000 through the issuance of convertible promissory notes to
certain investors at a conversion price equal to $.30 per share. All of the
proceeds of the notes will be held in escrow until the parties finalize the loan
agreements.

      We received an offer to acquire our business from a United Kingdom Irish
listed company for $0.45 per share and our board of directors is currently
evaluating the offer to ensure that such offer will maximize shareholder value.
The parties intend to finalize their respective due diligence review by the end
of July.

      Business Outlook
      Results and Plan of Operations

      For the year ended March 31, 2005, we had revenues of $2,423,227 compared
to the period ended March 31, 2004 of only $74,702 which in effect was only two
months of operations of the acquisition of the Primrose operations, with direct
mining costs and expenses of $2,415,213 compared to the previous period of two
months of $261,167 for a gross loss of ($2,950,255) compared with the previous
period of a gross loss of ($186,465). For the year ended March 31, 2005, we had
total operating expenses of $2,852,342 compared to $2,348,113 for the period
ended March 31, 2004 resulting in a loss from operations of ($5,802,597)
compared to ($2,534,578) for the previous period. Operating expenses for the
year ended March 31, 2005 consist of stock compensation expenses of $733,109
compared to $1,948,710 for the previous period, general and administrative
expenses of $2,119,233 compared to $399,403 for the previous period resulting in
a ($5,802,597) loss from operations compared to ($2,534,578) for the period
ending March 31, 2004. For the year ended March 31, 2005, we had other income of
$9,346 compared to $3,899 for the previous period and a gain on settlement of
accounts payable of $535,542 which was a gain on settlement of a liability, and
interest expenses of ($640,275) compared to ($6,920) for the previous period. As
a result of the above, we had a net loss for the year ended March 31, 2005 of
($6,700,309) compared to a net loss for the period ended March 31, 2004 of
($2,537,594). We had a foreign currency translation gain of $7,246 compared to a
loss for the previous period of ($27,527). As a result of the above, we had a
comprehensive loss of ($6,693,063) for the year ended March 31, 2005 compared to
a comprehensive loss for the period ended March 31, 2004 of ($2,565,121).


      For the fourth quarter ending March 31, 2005, the turnover was markedly
lower than the previous quarter. The average gold price as measured in Rand was
lower than the third quarter and production was also lower due in large part to
inconsistent grades and inferior grades out of the Waverly mine. We believe
conditions will improve with better planning and additional teams implemented in
the opening of new stopes and faces which will provide the production team with
more work areas and more efficient working areas. We recently appointed a
manager to enable us to effectuate our plan of action. We intend to improve our
underground facilities with proceeds from our financings.

                                       13
<PAGE>

      We are currently awaiting the new mining license for each of the following
mines: the Chrome Mines, Marikana and Spruitfontein. Upon receipt of this
license, open cast mining will commence. We believe that, although our auditor
expressed substantial doubt about our ability to continue as a going concern,
due to our management advancing loans to the company to cover operational
expenses, the $13.0 million in debt owed to Laurus Master Fund, Ltd., and our
increased level of production at Primrose Gold Mine (provided we do not commence
our anticipated operations), we will be able to satisfy our cash requirements
for at least the next 12 months.

      Certain key factors that have affected our financial and operating results
in the past may affect our future financial and operating results. These
include, but are not limited to, the following:

      o     Gold prices;

      o     Changes in the Rand exchange rate in relation to the U.S. dollar
will continue to affect our future profitability and cash flow. Fluctuations in
the Rand exchange rates in relation to the U.S. dollar can increase or decrease
profit margins and total cash costs per ounce to the extent costs are paid in
South African Rand;

      o     Capital expenditures in 2004 were $510,067 (excluding costs of
acquisitions). We expect to increase capital expenditures in 2005 by
approximately $500,000 and for 2006 we expect to spend $1,500,000 on capital
improvements on the plant, shafts and underground facilities allowing us to
maximize our production to approximately 16,000 tons; and

      o     Due to the strengthening of the gold market, and consistent with our
exploration growth strategy, we expect 2006 exploration, research and
development expenditures will total approximately $500,000.

      Liquidity and Capital Resources

      Our current liabilities exceed our current assets and may continue to do
so in the future. Management believes that our organic business expansion will
not require significant capital resources or outlays by us. We expect to pay
down accounts payable and notes payable from current and future Primrose Gold
Mine cash flows. We have begun processing the gold bearing ore from the new
Stanhope and the Moss Rose shafts at the Primrose facility, which management
believes will increase the revenues at Primrose Gold Mine in Fiscal 2006. During
the year ended March 31, 2005, stockholders loaned the Company an additional
$1,616,191. The total loans are payable on demand, bear interest at 4% and are
unsecured, these have now been paid in stock issuances, as described in the
notes. In addition, we raised $755,000 in proceeds from the sale of our
convertible promissory notes to five investors pursuant to a securities purchase
agreement. During the period ended March 31, 2004, we entered into a note
payable agreement with one of our officers (and a shareholder) to lend us up to
$625,000. The loan covenants require us to use the proceeds as working capital.
We received proceeds during 2004 of $248,931 under this arrangement. The loan
was due June 30, 2005, bore interest at 10% and was unsecured. During January
2005, we converted the note payable of $248,931 into 695,742 shares of our
common stock and recorded a loss on the conversion of $29,366. We will continue
to use any cash flow generated by the Primrose mine as well as the funds raised
from our debt financing to reduce these liabilities during the 2006 fiscal year.

      During September 2004, we issued a secured convertible term note in the
principal aggregate amount of $3,000,000 to Laurus Master Fund, Ltd. The note is
convertible into shares of our common stock at $0.77 per share. In December
2004, we registered the shares of common stock underlying the convertible note
pursuant to our Registration Statement on Form SB-2 (which was declared
effective on December 21, 2004). The proceeds of the loan, however, are not
available to us until Laurus Master Fund, Ltd. elects to convert the note into
shares of our common stock or we repay the note in full, whichever is earlier.
As of the date of this Annual Report, Laurus Master Fund, Ltd. has converted a
portion of its note into 250,000 shares of our common stock. In June 2005,
Laurus Master Fund, Ltd. converted $9,000 of its $3,000,000 aggregate principal
amount September 24 note into 30,000 shares of our common stock.

                                       14
<PAGE>

      On February 23, 2005, we executed Amendment No. 1 to the note, whereby
Laurus Master Fund, Ltd. agreed to reduce the fixed conversion price to $.30,
provided, however, the shares of our common stock issuable as a result of such
amendment (7,352,599 shares) will be registered in a subsequent registration
statement filed by us on Form SB-2.

      As additional consideration, we issued warrants to purchase 1,000,000
shares of our common stock at a purchase price of $0.90 per share. We incurred
direct offering costs of $254,500. This amount was recorded as a discount on
notes payable and is being amortized using the interest method over the life of
the notes.

      In February 2005, we issued a $10.0 million secured convertible term note
to Laurus Master Fund, Ltd. and a warrant to purchase 3,750,000 shares of our
common stock at a purchase price of $.34 per share. We incurred offering costs
of $444,000 and withdrew approximately $556,000 from the restricted account of
Centurion Delaware Gold Holdings, Inc. This amount was recorded as a discount on
notes payable and is being amortized using the interest method over the life of
the notes.

      In July 2005, we issued an aggregate of $755,000 convertible promissory
notes to five investors and issued 1,258,333 warrants to purchase our common
stock at $.30 per share.

      Even though our auditor has expressed substantial doubt about our ability
to continue as a going concern, and assuming that we do not commence some of our
anticipated operations, we believe that we have sufficient financial resources
to meet our obligations for at least the next twelve months.

      Warrants

      As of the date of this Annual Report, we had outstanding 1,000,000
warrants issued in September 2004 and 3,750,000 warrants issued in February 2005
with exercise prices of $.90 and $.34 per share, respectively. If all of the
warrants are exercised prior to their expiration, we will receive aggregate
proceeds of approximately $900,000 and $1,275,000, respectively.

      We have issued 2,750,000 warrants to purchase our common stock to the
Avalon Group and additional warrants equal to 50% of any monies raised by the
Avalon Group in connection with the placement of our convertible notes.

      Dividends

      We have not shown positive earnings in the past fiscal year, and have not
paid any dividends. In all likelihood, we will use our earnings, if any, to
develop our business and do not intend to declare dividends for the foreseeable
future. Any decision to pay dividends on our common stock in the future will be
made by our board of directors on the basis of earnings, financial requirements
and other such conditions that may exist at that time. Notwithstanding the
foregoing, on July 18, 2003, we declared a 3 for 1 common stock split to be
effected in the form of a dividend payable to stockholders of record on July 29,
2003.

      Critical Accounting Policies

      Our discussion and analysis of its financial condition and results of
operations are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires the use of estimates that
affect the reported amounts of assets, liabilities and expenses. We evaluate our
estimates on an ongoing basis, including estimates for income tax assets and
liabilities and the impairment of the value of investments. We base our
estimates on historical experience and on actual information and assumptions
that are believed to be reasonable under the circumstances at that time. Actual
results may differ from these estimates under different assumptions or
conditions. We believe that the following critical accounting policies affect
its more significant estimates used in the preparation of its financial
statements.

                                       15
<PAGE>

      Initially, prior to the Company acquiring substantial operating assets,
management took the view that it would not be a benefit to the Company to
implement certain controls, if it would be costly and provide no added value or
security to the financial and accounting functions.

      Organization and Basis of Presentation

      Centurion Gold Holdings, Inc. f/k/a Golf Product Technologies, Inc. was
incorporated in the state on Florida on August 9, 2001. Centurion Gold Holdings,
Inc is in the business of acquiring and operating gold and chrome mine
properties.

      Centurion Gold (Pty.) Ltd., f/k/a Omaruru Exploration, Ltd. was
incorporated under the laws of South Africa on April 17, 2003. On June 20, 2003,
Centurion Gold Holdings, Inc. consummated an agreement with Omaruru Exploration
Ltd., pursuant to which Omaruru Exploration Ltd. exchanged all of its 100 then
issued and outstanding shares of common stock for 20,700,000 (post-split) shares
or approximately 65% of the common stock of Centurion Gold Holdings, Inc. As a
result of the agreement, the transaction was treated for accounting purposes as
a reorganization by the accounting acquirer (Omaruru Exploration Ltd.) and as a
recapitalization by the accounting acquiree (Centurion Gold Holdings, Inc.).

      Accordingly, the financial statements include the following:

      (1) The balance sheet consists of the net assets of the acquirer at
historical cost and the net assets of the acquiree at historical cost.

      (2) The statements of operations include the operations of the acquirer
for the periods presented and the operations of the acquiree from the date of
the merger.

      Desta Transport Services (Proprietary) Limited was incorporated under the
laws of South Africa on June 6, 2002.

      Area 9B Property (Proprietary) Limited was incorporated under the laws of
South Africa on June 6, 2002.

      ODZI Properties (Proprietary) Limited was incorporated under the laws of
South Africa on June 6, 2002.

      Desta Transport Services (Proprietary) Limited, Area 9B Property
(Proprietary) Limited and ODZI Properties (Proprietary) Limited plan to explore
and mine gold ore from the Sellies Gold Mine located in Gauteng, South Africa.

      Coinholders, Ltd. was incorporated under the laws of South Africa on June
16, 1969.

      Investpro Prop II was incorporated under the laws of South Africa on July
12, 2000.

      Principles of Consolidation

      The 2005 and 2004 financial statements include the accounts of Centurion
Gold Holdings, Inc. and its wholly owned subsidiaries Centurion Gold (Pty.)
Ltd., Desta Transport Services, Ltd., Area 9B Property, Ltd. Odzi Properties,
Ltd., Coinholders, Ltd., Investpro Prop II and Glencairn Gold Mine, Ltd. (from
February 2, 2004, date of acquisition) All intercompany accounts have been
eliminated in the consolidation.

                                       16
<PAGE>

      Centurion Gold Holdings, Inc. and its wholly owned subsidiaries are
hereafter referred to as the "Company".

      Use of Estimates

      In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

      Cash and Cash Equivalents

      For purposes of the cash flow statements, the Company considers all highly
liquid investments with original maturities of three months or less at the time
of purchase to be cash equivalents.

      Inventories

      Gold bullion, ore and in-process inventories and materials and supplies
are stated at the lower of average cost or net realizable value.

      Mining Property and Equipment

      Mining property, equipment and plant facilities are depreciated using
straight-line methods principally over estimated useful lives of 5 to 10 years.
Repairs and maintenance are charged to expense as incurred.

      Asset Retirement Obligation

      The Company estimates future asset retirement obligation costs mainly on
the basis of legal and regulatory requirements. Statement of Financial
Accounting Standards ("SFAS") No. 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred. SFAS No. 143 requires the Company to record a liability
for the present value of an estimated environmental remediation costs and the
related asset created with it. The related asset is then amortized on a
units-of-production basis and accretion expense relating to the liability is
recognized using the Company's credit-adjusted risk-free interest rate. At
various times the Company reviews the adequacy of its asset retirement
obligations based on current estimates of future costs and sets aside adequate
cash reserves to fund those costs. In the event that actual costs differ from
those estimated, the Company's results of operations, liquidity and financial
position will be affected.

      Property Evaluation

      Recoverability of investments in mining properties is evaluated
periodically. Estimated future net cash flows from each property are calculated
using estimates of proven and probable ore reserves, estimated future metal
prices (considering historical and current prices, price trends and related
factors) and operating capital and reclamation costs on an undiscounted basis.
Impairment is measured based on discounted future net cash flows.

      Reclamation and Mine Closure Costs

      The Company is subject to foreign environmental laws and regulations. The
Company has put in place ongoing pollution control and monitoring programs at
its mine sites. Estimated future reclamation and mine closure costs are based
principally on legal and regulatory requirements. Through March 31, 2005, such
costs were accrued and charged over the expected operating lives of the
Company's mines on an estimated useful life method. Ongoing reclamation
activities are expensed in the period incurred.

      Business Segments

      The Company's operations are classified into two reportable segments,
Primrose and Other.

      Intangible Assets

      Pursuant to SFAS No. 141 and SFAS No. 142, mineral interests associated
with other than owned properties are classified as intangible assets. As of
March 31, 2005, the Company had capitalized $4,603,276 related to the mineral
rights. The mineral rights will be amortized using the units-of-production
method when production at each project commences.

                                       17
<PAGE>

      Loss Per Share

      Basic and diluted net loss per common share is computed based upon the
weighted average common shares outstanding as defined by Financial Accounting
Standards No. 128, "Earnings Per Share." As of March 31, 2004, there were no
common share equivalents outstanding. As of March 31, 2005, the effect of
7,500,000 warrants are not included in the calculation of diluted earnings per
share as the effect was anti-diluted.

      Fair Value of Financial Instruments

      The carrying amounts of the Company's financial instruments including
accounts receivable accounts, payable, loans and notes payable approximate fair
value due to the relatively short period to maturity for this instrument.

      Foreign Currency Translation

      The functional currency of the Company is the South African Rand. The
financial statements of the Company are translated to United States dollars
using year-end exchange rates as to assets and liabilities and average exchange
rates as to revenues and expenses. Capital accounts are translated at their
historical exchange rates when the capital transaction occurred. Net gains and
losses resulting from foreign exchange translations are included in the
statements of operations ands stockholders' equity as other comprehensive income
(loss).

      Concentrations of Risk

      During 2005, 99% of the Company's revenues were derived from one mine
located in South Africa. In addition, 45% of the Company's assets are located
in South Africa.

      Income Taxes

      The Company accounts for income taxes under the Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement 109").
Under Statement 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date. The Company's main operations are in South Africa and no tax benefit is
expected from the tax credits in the future.

      Going Concern

      We have suffered recurring losses from operations; have a net working
capital deficiency as of March 31, 2005 of $2,835,980 and a negative cash
flow from operations of $142,168, all of which raise substantial doubt about our
ability to continue as a going concern. We have undertaken a number of
initiatives to address these issues, and have raised approximately $1,488,345 in
aggregate proceeds in the form of notes payable (excluding the $13,000,000
raised in private placements of secured convertible term notes issued to Laurus
Master Fund, Ltd.).

      We are currently increasing the production at the Primrose Gold Mine, and
will be generating positive cash flow this year. The excess funds at Primrose
will be used to pay down our accounts payable and notes payable. Management
believes that the actions presently being taken to raise capital, implement its
business plan and generate additional revenues provide the opportunity for us to
continue as a going concern.

                                       18
<PAGE>

Item 7. Financial Statements.

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005


                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES

                                    CONTENTS
<TABLE>
<CAPTION>

<S>             <C>        <C>
PAGE        F - 1         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE        F - 2         CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2005

PAGE        F - 3         CONSOLIDATED  STATEMENTS OF OPERATIONS AND  COMPREHENSIVE  INCOME (LOSS) FOR THE YEAR ENDED MARCH 31,
                          2005 AND FOR THE PERIOD FROM APRIL 17, 2003 (INCEPTION) TO MARCH 31, 2004

PAGES       F-4 - 5       CONSOLIDATED  STATEMENT OF  STOCKHOLDERS'  EQUITY FOR THE PERIOD FROM APRIL 17, 2003  (INCEPTION)  TO
                          MARCH 31, 2005

PAGES       F-6 - 7       CONSOLIDATED  STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2005 AND FOR THE PERIOD FROM APRIL
                          17, 2003 (INCEPTION) TO MARCH 31, 2004

PAGES       F-8 - 23      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>

                                       19
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
  Centurion Gold Holdings, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Centurion Gold
Holdings, Inc. and subsidiaries as of March 31, 2005, and the related
consolidated statements of operations and comprehensive income (loss), changes
in stockholders' equity and cash flows for the year ended March 31, 2005 and for
the period from April 17, 2003 (inception) to March 31, 2004. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Centurion Gold Holdings, Inc. and
subsidiaries as of March 31, 2005 and the results of its operations and its cash
flows for the year ended March 31, 2005 and for the period from April 17, 2003
(inception) to March 31, 2004 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 13 to
the financial statements, the Company has a net loss from operations of
$5,802,597, used cash in operations of $985,134 and a working capital deficiency
of $2,835,980. These factors raise substantial doubt about its ability to
continue as a going concern. Management's plans concerning this matter are also
described in Note 13. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

WEBB & COMPANY, P.A.

Boynton Beach, Florida
July 8, 2005

                                       F-1
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                              AS OF MARCH 31, 2005

<TABLE>
<CAPTION>
<S>                                                                                                <C>
                                     ASSETS
      CURRENT ASSETS
        Cash                                                                                       $     41,705
        Accounts receivable                                                                              29,705
        Inventories, net                                                                                 15,099
                                                                                                   ------------
           Total Current Assets                                                                          86,509

      MINING PROPERTY AND EQUIPMENT, NET                                                              9,484,309

      OTHER ASSETS
        Restricted cash                                                                              11,745,500
        Other assets                                                                                    138,648
                                                                                                   ------------
           Total Other Assets                                                                        11,884,148
                                                                                                   ------------

      TOTAL ASSETS                                                                                 $ 21,454,966
                                                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

      CURRENT LIABILITIES
        Accounts payable                                                                           $    574,090
        Accrued expenses                                                                              1,680,803
        Loans and notes payable - related parties                                                       667,596
                                                                                                   ------------
           Total Current Liabilities                                                                  2,922,489

      LONG-TERM LIABILITIES
        Notes payable, net                                                                            8,121,131
                                                                                                   ------------

      TOTAL LIABILITIES                                                                              11,043,620
                                                                                                   ------------

      STOCKHOLDERS' EQUITY
        Preferred stock, $0.0001 par value, 20,000,000 shares authorized, none issued
        and outstanding - Common stock, $0.0001 par value, 100,000,000 shares
        authorized, 55,073,750 shares issued and
         outstanding                                                                                      5,507
        Additional paid-in capital                                                                   20,426,757
        Deferred consulting expense                                                                    (762,733)
        Accumulated deficit                                                                          (9,237,904)
        Accumulated other comprehensive loss                                                            (20,281)
                                                                                                   ------------
           Total Stockholders' Equity                                                                10,411,346
                                                                                                   ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                   $ 21,454,966
                                                                                                   ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-2
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                         For the Period From
                                                                           For the Year     April 17, 2003
                                                                              Ended         (Inception) to
                                                                           March 31, 2005   March 31, 2004
                                                                           ------------     ------------
<S>                                                                        <C>              <C>
      REVENUES                                                             $  2,423,227     $     74,702

      IMPAIRMENT OF MINING PROPERTY                                           2,958,269               --

      MINE COSTS AND EXPENSES                                                 2,415,213          261,167
                                                                           ------------     ------------

      GROSS PROFIT (LOSS)                                                    (2,950,255)        (186,465)

      OPERATING EXPENSES
        Stock compensation                                                      733,109        1,948,710
        General and administrative expense                                    2,119,233          399,403
                                                                           ------------     ------------
             Total Operating Expenses                                         2,852,342        2,348,113
                                                                           ------------     ------------

      LOSS FROM OPERATIONS                                                   (5,802,597)      (2,534,578)

      OTHER INCOME (EXPENSE)
        Gain on settlement of accounts payable                                  535,542               --
        Loss on settlement of notes payable - related parties                  (803,725)              --
        Interest income                                                           1,400                5
        Other income                                                              9,346            3,899
        Interest expense                                                       (640,275)          (6,920)
                                                                           ------------     ------------
             Total Other Income (Expense)                                      (897,712)          (3,016)
                                                                           ------------     ------------

      LOSS BEFORE PROVISION FOR INCOME TAXES                                 (6,700,309)      (2,537,594)

      PROVISION FOR INCOME TAXES                                                     --               --
                                                                           ------------     ------------

      NET LOSS                                                               (6,700,309)      (2,537,594)

      OTHER COMPREHENSIVE LOSS
        Foreign currency translation gain (loss)                                  7,246          (27,527)
                                                                           ------------     ------------

      COMPREHENSIVE LOSS                                                   $ (6,693,063)    $ (2,565,121)
                                                                           ============     ============

      Net loss per share - basic and diluted                               $      (0.13)    $      (0.07)
                                                                           ============     ============

      Weighted average number of shares outstanding - basic and diluted      50,578,106       35,914,768
                                                                           ============     ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
        FOR THE PERIOD FROM APRIL 17, 2003 (INCEPTION) TO MARCH 31, 2005

<TABLE>
<CAPTION>
                                                                                                         Additional
                                                 Preferred Stock                  Common Stock             Paid-In      Accumulated
                                               Shares          Amount        Shares          Amount        Capital        Deficit
                                             -----------    -----------    -----------    -----------    -----------    -----------
<S>                                               <C>       <C>             <C>           <C>            <C>            <C>

      Stock issued to founders for mining
        equipment                                     --    $        --     20,700,000    $     2,070    $ 2,156,580    $        --

      Stock issued in reverse merger for
        net assets                                    --             --     11,058,750          1,106          7,964             --

      Stock issued for acquisition to
        related party                                 --             --      5,000,000            500      2,993,850             --

      Stock issued for acquisition to
        related party                                 --             --     10,000,000          1,000        468,046             --

      Stock issued for acquisition                    --             --      1,500,000            150      4,529,850             --

      Stock issued to consultants                     --             --        805,000             80      2,294,620             --

      Other comprehensive loss                        --             --             --             --             --             --

      Net loss                                        --             --             --             --             --     (2,537,594)


      Comprehensive loss                              --             --             --             --             --             --
                                             -----------    -----------    -----------    -----------    -----------    -----------

      Balance, March 31, 2004                         --             --     49,063,750          4,906     12,450,910     (2,537,594)

      Stock issued to employees                       --             --         10,000              1         11,399             --

      Stock issued for note payable
        conversions                                   --             --        250,000             25         74,975             --

      Amortization of deferred consulting
        services                                      --             --             --             --             --             --

      Stock issued for note payable
        conversions                                   --             --         93,788              9         37,506             --

<CAPTION>
                                              Accumulated Other   Deferred
                                                Comprehensive    Consulting
                                                    Loss          Services         Total
                                                 -----------     -----------     -----------
<S>                                              <C>             <C>             <C>

      Stock issued to founders for mining
        equipment                                $        --     $        --     $ 2,158,650

      Stock issued in reverse merger for
        net assets                                        --              --           9,070

      Stock issued for acquisition to
        related party                                     --              --       2,994,350

      Stock issued for acquisition to
        related party                                     --              --         469,046

      Stock issued for acquisition                        --              --       4,530,000

      Stock issued to consultants                         --        (345,990)      1,948,710

      Other comprehensive loss                       (27,527)             --         (27,527)

      Net loss                                            --              --      (2,537,594)
                                                                                 -----------

      Comprehensive loss                                  --              --      (2,565,121)
                                                 -----------     -----------     ===========

      Balance, March 31, 2004                        (27,527)       (345,990)      9,544,705

      Stock issued to employees                           --              --          11,400

      Stock issued for note payable
        conversions                                       --              --          75,000

      Amortization of deferred consulting
        services                                          --         345,990         345,990

      Stock issued for note payable
        conversions                                       --              --          37,515

</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>


                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
        FOR THE PERIOD FROM APRIL 17, 2003 (INCEPTION) TO MARCH 31, 2005

<TABLE>
<CAPTION>
                                                                                                         Additional
                                                 Preferred Stock                  Common Stock             Paid-In     Accumulated
                                               Shares          Amount        Shares          Amount        Capital       Deficit
                                             -----------    -----------    -----------    -----------    -----------   -----------
<S>                                               <C>       <C>             <C>           <C>            <C>           <C>
      Stock issued for note payable
        conversions                                    --             --        695,742             70        278,227            --

      Stock issued for note payable
        conversions                                    --             --        803,798             80        321,439            --

      Stock issued for note payable
        conversions                                    --             --      2,905,320            291      1,161,837            --

      Stock issued for note payable
        conversions                                    --             --        501,352             50        200,490            --

      Beneficial conversion of convertible
        note payable                                   --             --             --             --      2,333,333            --

      Beneficial conversion of convertible
        note payable                                   --             --             --             --        500,000            --

      Warrants issued with note payable                --             --             --             --        555,402            --

      Warrants issued with note payable                --             --             --             --      1,113,930            --

      Stock issued for services                        --             --        250,000             25        174,975            --

      Stock issued for services                        --             --        500,000             50        248,881            --

      Warrants issued for services                     --             --             --             --        963,452            --

      Other comprehensive gain                         --             --             --             --             --            --

      Net loss                                         --             --             --             --             --    (6,700,309)


      Comprehensive loss                               --             --             --             --             --            --
                                              -----------    -----------    -----------    -----------    -----------   -----------

      BALANCE, MARCH 31, 2005                          --    $        --     55,073,750    $     5,507    $20,426,757   $(9,237,904)
                                              ===========    ===========    ===========    ===========    ===========   ===========


<CAPTION>
                                            Accumulated Other   Deferred
                                              Comprehensive    Consulting
                                                  Loss          Services         Total
                                               -----------     -----------     -----------
<S>                                            <C>             <C>             <C>
      Stock issued for note payable
        conversions                                      --              --         278,297

      Stock issued for note payable
        conversions                                      --              --         321,519

      Stock issued for note payable
        conversions                                      --              --       1,162,128

      Stock issued for note payable
        conversions                                      --              --         200,540

      Beneficial conversion of convertible
        note payable                                     --              --       2,333,333

      Beneficial conversion of convertible
        note payable                                     --              --         500,000

      Warrants issued with note payable                  --              --         555,402

      Warrants issued with note payable                  --              --       1,113,930

      Stock issued for services                          --              --         175,000

      Stock issued for services                          --              --         248,931

      Warrants issued for services                       --        (762,733)        200,719

      Other comprehensive gain                        7,246              --           7,246

      Net loss                                           --              --      (6,700,309)
                                                                                -----------

      Comprehensive loss                                 --              --      (6,693,063)
                                                -----------     -----------     ===========

      BALANCE, MARCH 31, 2005                   $   (20,281)    $  (762,733)    $10,411,346
                                                ===========     ===========     ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                      For the Period From
                                                                                       For the Year    April 17, 2003
                                                                                          Ended         (Inception) to
                                                                                       March 31, 2005    March 31, 2004
                                                                                       ------------     ------------
<S>                                                                                    <C>              <C>
      CASH FLOWS FROM OPERATING ACTIVITIES:
        Net loss                                                                       $ (6,700,309)    $ (2,537,594)
        Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation                                                                       200,451           43,961
         Stock issued for services                                                          733,109        1,948,710
         Loss on settlement of note payable                                                 803,725               --
         Amortization of note payable discount                                              397,296               --
         Gain on settlement of accrued expense                                              535,542               --
         Impairment of mining property                                                    2,958,269               --
        Changes in operating assets and liabilities:
         Accounts receivable                                                                (27,577)           3,324
         Inventories                                                                         (8,267)          (1,140)
         Other prepaid expenses and current assets                                         (110,112)          (5,230)
         Deposits                                                                               554             (554)
         Accounts payable                                                                   197,315          (38,588)
         Accrued expenses                                                                    34,870          (16,529)
                                                                                       ------------     ------------
                 Net Cash Used In Operating Activities                                     (985,134)        (603,640)
                                                                                       ------------     ------------

      CASH FLOWS FROM INVESTING ACTIVITIES:
        Increase in restricted cash                                                     (11,745,500)              --
        Purchase of property and equipment                                                 (517,045)        (510,067)
                                                                                       ------------     ------------
                 Net Cash Used In Investing Activities                                  (12,262,545)        (510,067)
                                                                                       ------------     ------------

      CASH FLOWS FROM FINANCING ACTIVITIES:
        Proceeds allocated to beneficial conversion of note payable                       2,833,333               --
        Proceeds from common stock and warrants                                           1,918,263               --
        Proceeds from loans and notes payable - related party                               704,404        1,164,181
        Payments on loans payable - related party                                                --           (4,714)
        Proceeds from reverse merger                                                             --            9,070
        Proceeds from notes payable                                                       7,798,835               --
                                                                                       ------------     ------------
                 Net Cash Provided By Financing Activities                               13,254,835        1,168,537
                                                                                       ------------     ------------

      EFFECT OF EXCHANGE RATE ON CASH                                                         7,246          (27,527)
                                                                                       ------------     ------------

      NET INCREASE IN CASH                                                                   14,402           27,303

      CASH - BEGINNING OF PERIOD                                                             27,303               --
                                                                                       ------------     ------------
      CASH - END OF PERIOD                                                             $     41,705     $     27,303
                                                                                       ============     ============

      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

      Cash paid for interest                                                           $      6,841     $        697
                                                                                       ============     ============

      Cash paid for income taxes                                                       $         --     $         --
                                                                                       ============     ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During 2003, the Company issued 20,700,000 shares of common stock for mining
equipment totaling $2,158,650.

During 2003, the Company issued 5,000,000 shares of common stock valued at a
historical cost of $2,994,350 to acquire 100% of the Sellies Mine from a related
party.

During 2003, the Company issued 10,000,000 shares of common stock valued at a
historical cost of $469,046 to acquire 100% of the Coinholders and Investpro
mines from a related party.

During 2004, the Company issued 1,500,000 shares of common stock with a fair
value of $4,530,000 to acquire 100% of the Glencairn Gold Mine.

During 2005, the Company converted $75,000 of notes payable into 250,000 shares
of common stock.

During 2005, the Company issued 5,000,000 shares of common stock to related
parties with a fair value of $2,000,000 for notes payable.


                                      F-7
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005


NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (A) Organization and Basis of Presentation

      Centurion Gold Holdings, Inc. f/k/a Golf Product Technologies, Inc. was
      incorporated in the state on Florida on August 9, 2001. Centurion Gold
      Holdings, Inc is in the business of acquiring and operating gold and
      chrome mine properties.

      Centurion Gold (Pty.) Ltd., f/k/a Omaruru Exploration, Ltd. was
      incorporated under the laws of South Africa on April 17, 2003. On June 20,
      2003, Centurion Gold Holdings, Inc. consummated an agreement with Omaruru
      Exploration Ltd., pursuant to which Omaruru Exploration Ltd. exchanged all
      of its 100 then issued and outstanding shares of common stock for
      20,700,000 (post-split) shares or approximately 65% of the common stock of
      Centurion Gold Holdings, Inc. As a result of the agreement, the
      transaction was treated for accounting purposes as a reorganization by the
      accounting acquirer (Omaruru Exploration Ltd.) and as a recapitalization
      by the accounting acquiree (Centurion Gold Holdings, Inc.).

      Accordingly, the financial statements include the following:

      (1)   The balance sheet consists of the net assets of the acquirer at
            historical cost and the net assets of the acquiree at historical
            cost.

      (2)   The statements of operations include the operations of the acquirer
            for the periods presented and the operations of the acquiree from
            the date of the merger.

      Desta Transport Services (Proprietary) Limited was incorporated under the
      laws of South Africa on June 6, 2002.

      Area 9B Property (Proprietary) Limited was incorporated under the laws of
      South Africa on June 6, 2002.

      ODZI Properties (Proprietary) Limited was incorporated under the laws of
      South Africa on June 6, 2002.

      Desta Transport Services (Proprietary) Limited, Area 9B Property
      (Proprietary) Limited and ODZI Properties (Proprietary) Limited plan to
      explore and mine gold ore from the Sellies Gold Mine located in Gauteng,
      South Africa.

      Coinholders, Ltd. was incorporated under the laws of South Africa on June
      16, 1969.

      Investpro Prop II was incorporated under the laws of South Africa on July
      12, 2000.

                                      F-8
<PAGE>
                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

      (B) Principles of Consolidation

      The 2005 and 2004 financial statements include the accounts of Centurion
      Gold Holdings, Inc. and its wholly owned subsidiaries Centurion Gold
      (Pty.) Ltd., Desta Transport Services, Ltd., Area 9B Property, Ltd. Odzi
      Properties, Ltd., Coinholders, Ltd., Investpro Prop II, Centurion Delaware
      Gold Holdings, Inc. and Glencairn Gold Mine, Ltd. (from February 2, 2004,
      date of acquisition). All intercompany accounts have been eliminated in
      the consolidation.

      Centurion Gold Holdings, Inc. and its wholly owned subsidiaries are
      hereafter referred to as the "Company".

      (C) Use of Estimates

      In preparing financial statements in conformity with generally accepted
      accounting principles, management is required to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      the disclosure of contingent assets and liabilities at the date of the
      financial statements and revenues and expenses during the reported period.
      Actual results could differ from those estimates.

      (D) Cash and Cash Equivalents

      For purposes of the cash flow statements, the Company considers all highly
      liquid investments with original maturities of three months or less at the
      time of purchase to be cash equivalents.

      (E) Inventories

      Gold bullion, ore and in-process inventories and materials and supplies
      are stated at the lower of average cost or net realizable value.

      (F) Mining Property and Equipment

      Mining property, equipment and plant facilities are depreciated using
      straight-line methods principally over estimated useful lives of 5 to 15
      years. Repairs and maintenance are charged to expense as incurred.

      (G) Asset Retirement Obligation

      The Company estimates future asset retirement obligation costs mainly on
      the basis of legal and regulatory requirements. Statement of Financial
      Accounting Standards ("SFAS") No. 143 requires that the fair value of a
      liability for an asset retirement obligation be recognized in the period
      in which it is incurred. SFAS No. 143 requires the Company to record a
      liability for the present value of an estimated environmental remediation
      costs and the related asset created with it. The related asset is then
      amortized on a units-of-production basis and accretion expense relating to
      the liability is recognized using the Company's credit-adjusted risk-free
      interest rate. At various times the Company reviews the adequacy of its
      asset retirement obligations based on current estimates of future costs
      and sets aside adequate cash reserves to fund those costs. In the event
      that actual costs differ from those estimated, the Company's results of
      operations, liquidity and financial position will be affected.

                                      F-9
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

      (H) Property Evaluation

      Recoverability of investments in mining properties is evaluated
      periodically. Estimated future net cash flows from each property are
      calculated using estimates of proven and probable ore reserves, estimated
      future metal prices (considering historical and current prices, price
      trends and related factors) and operating capital and reclamation costs on
      an undiscounted basis. Impairment is measured based on discounted future
      net cash flows.

      (I) Reclamation and Mine Closure Costs

      The Company is subject to foreign environmental laws and regulations. The
      Company has put in place ongoing pollution control and monitoring programs
      at its mine sites. Estimated future reclamation and mine closure costs are
      based principally on legal and regulatory requirements. Through March 31,
      2005, such costs were accrued and charged over the expected operating
      lives of the Company's mines on an estimated useful life method. Ongoing
      reclamation activities are expensed in the period incurred.

      (J) Business Segments

      The Company's operations are classified into two reportable segments,
      Primrose and Other.

      (K) Intangible Assets

      Pursuant to SFAS No. 141 and SFAS No. 142, mineral interests associated
      with other than owned properties are classified as intangible assets. As
      of March 31, 2005, the Company had capitalized $4,603,276 related to the
      mineral rights. The mineral rights will be amortized using the
      units-of-production method when production at each project commences.

      (L) Loss Per Share

      Basic and diluted net loss per common share is computed based upon the
      weighted average common shares outstanding as defined by Financial
      Accounting Standards No. 128, "Earnings Per Share." As of March 31, 2004,
      there were no common share equivalents outstanding. As of March 31, 2005,
      the effect of 7,500,000 warrants are not included in the calculation of
      diluted earnings per share as the effect was anti-dilutive.

                                      F-10
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005


      (M) Fair Value of Financial Instruments

      The carrying amounts of the Company's financial instruments including
      accounts receivable accounts, payable, loans and notes payable approximate
      fair value due to the relatively short period to maturity for this
      instrument.

      (N) Foreign Currency Translation

      The functional currency of the Company is the South African Rand. The
      financial statements of the Company are translated to United States
      dollars using year-end exchange rates as to assets and liabilities and
      average exchange rates as to revenues and expenses. Capital accounts are
      translated at their historical exchange rates when the capital transaction
      occurred. Net gains and losses resulting from foreign exchange
      translations are included in the statements of operations ands
      stockholders' equity as other comprehensive income (loss).

      (O) Concentrations of Risk

      During 2005, 99% of the Company's revenues were derived from one mine
      located in South Africa. In addition, 45% of the Company's assets are
      located in South Africa.

      (P) Income Taxes

      The Company accounts for income taxes under the Statement of Financial
      Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement
      109"). Under Statement 109, deferred tax assets and liabilities are
      recognized for the future tax consequences attributable to differences
      between the financial statement carrying amounts of existing assets and
      liabilities and their respective tax bases. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are
      expected to be recovered or settled. Under Statement 109, the effect on
      deferred tax assets and liabilities of a change in tax rates is recognized
      in income in the period that includes the enactment date. The Company's
      main operations are in South Africa and no tax benefit is expected from
      the tax credits in the future.

                                      F-11
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

NOTE 2  INVENTORIES

<TABLE>
<CAPTION>
<S>                                                                              <C>
      The components of inventory at March 31, 2005 are:

        Gold bullion                                                             $    15,099
                                                                                  ==========

NOTE 3  PROPERTY AND EQUIPMENT

        The components of property and equipment at March 31, 2005 are shown
below:

        Idle plant and equipment                                                 $ 2,170,134
        Land                                                                         468,056
        Plant and equipment                                                        3,482,923
        Mining rights                                                              4,603,276
                                                                                  ----------
                                                                                   9,719,086
        Less: accumulated depreciation                                               234,777
                                                                                  ----------
                                                                                 $ 9,484,309
                                                                                  ==========
</TABLE>

        Depreciation expense for the year ended to March 31, 2005 was $200,451
        and $43,961 for the period from April 17, 2003 (Inception) to March 31,
        2004. During 2005, the Company recognized an impairment of $2,958,269 on
        mining property, due to the low gold yields that made mining the
        property uneconomical.

NOTE 4  NOTES AND LOANS PAYABLE - RELATED PARTIES

      During 2004, the Company entered into a note payable agreement with an
      officer and shareholder of the Company to lend the Company up to $625,000.
      The loan covenants require the Company to use the proceeds as working
      capital at its Primrose mine. The Company received proceeds during 2004 of
      $248,931. The loan was due June 30, 2005, bore interest at the rate of 10%
      per annum and was unsecured. APB No. 14, "Accounting for Convertible Debt
      and Debt Issued with Stock Purchase Warrants" ("APB 14) requires a portion
      of the proceeds from the issuance of debt securities with common stock to
      be allocated to the common stock and notes payable based on fair value.
      Any resulting discount or premium on the notes payable should be recorded
      and amortized over the life of the notes. As a result, the Company valued
      500,000 shares of common stock at its fair value of $248,931. This amount
      was recorded as common stock and the resulting discount on the note
      payable is being amortized using the interest method over the life of the
      note. During January 2005, the Company converted the note payable of
      $248,931 for 695,742 shares of common stock with a fair value of $278,297.
      The Company recorded a loss on the conversion of $29,366.

        During 2005, the Company entered into a note payable with a stockholder
        of $667,596. The note bears interest of 4% and is due on demand (See
        Note 14).

        During January 2005, the Company exchanged a note payable and accrued
        interest of $164,174 with a related party for 695,742 shares with a fair
        value of $278,297. The Company recorded a loss on the exchange of
        $123,123.

        During January 2005, the Company exchanged a note payable and accrued
        interest of $191,209 with a related party for 803,798 shares with a fair
        value of $321,519. The Company recorded a loss on the exchange of
        $130,310.

                                      F-12
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

        During January 2005, the Company exchanged a note payable and accrued
        interest of $688,843 with a related party for 2,905,320 shares with a
        fair value of $1,162,128. The Company recorded a loss on the exchange of
        $473,285.

        During January 2005, the Company exchanged a note payable and accrued
        interest of $118,771 with a related party for 501,352 shares with a fair
        value of $200,540. The Company recorded a loss on the exchange of
        $81,769.

        During January 2005, the Company exchanged a note payable and accrued
        interest of $42,277 with a related party for 93,788 shares with a fair
        value of $37,515. The Company recorded a gain on the exchange of $4,762.

NOTE 5  CONVERTIBLE NOTE PAYABLE

        During September 2004, the Company entered into a convertible note
        payable for $3,000,000. The note is convertible into shares of the
        Company's common stock at $0.77 per share. The conversion price exceeded
        the fair value of the common stock and there was no beneficial
        conversion associated with the note payable. On February 23, 2005, the
        Company entered in an amendment with the noteholder to reduce the
        conversion price to $0.30 per share. The Company recognized a beneficial
        conversion value of $500,000.

        As additional consideration, the Company issued warrants to purchase
        1,000,000 shares of the Company's common stock at a purchase price of
        $0.90 per share. The Company accounted for the warrants and convertible
        note payable in accordance with APB No. 14, "Accounting for Convertible
        Debt and Debt Issued with Stock Purchase Warrants" ("APB 14). APB 14
        requires a portion of the proceeds from the issuance of debt securities
        with detachable stock warrants to be allocated to the warrants and
        treated as paid-in capital. Any resulting discount or premium on the
        notes payable should be recorded and amortized over the life of the
        notes. The Company used the Black-Scholes model to determine the value
        of the warrants. Under the Black-Scholes model, the value of the
        warrants are determined by taking the difference between acquiring the
        stock outright and the present value of paying the exercise price on the
        expiration day. As a result, the Company valued the warrants at
        $555,402. This amount was recorded as paid-in capital and the resulting
        discount on the notes payable was recorded and is being amortized using
        the interest method over the life of the notes. The Company also
        incurred direct offering costs of $254,500 and issued 250,000 shares of
        common stock. The shares of common stock were recorded at a fair value
        of $175,000. These amounts were recorded as a discount on notes payable
        and are being amortized using the interest method over the life of the
        notes. The note is secured by all of the intangible assets of the
        Company. The note is due September 2007.

<TABLE>
<CAPTION>
<S>                                                                                               <C>
                        Convertible note payable - face                                           $ 3,000,000
                        Discount on convertible note payable                                        1,155,810
                                                                                                   ----------

                                                                                                  $ 1,844,190
                                                                                                   ==========
</TABLE>

                                      F-13
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

        During February 2005, the Company entered into a convertible note
        payable for $10,000,000. The note is convertible into shares of the
        Company's common stock at $.30 per share.

        As additional consideration, the Company issued warrants to purchase
        3,750,000 shares of the Company's common stock at a purchase price of
        $0.30 per share. The Company accounted for the warrants and convertible
        note payable in accordance with APB No. 14, "Accounting for Convertible
        Debt and Debt Issued with Stock Purchase Warrants" ("APB 14). APB 14
        requires a portion of the proceeds from the issuance of debt securities
        with detachable stock warrants to be allocated to the warrants and
        treated as paid-in capital. Any resulting discount or premium on the
        notes payable should be recorded and amortized over the life of the
        notes. The Company used the Black-Scholes model to determine the value
        of the warrants. Under the Black-Scholes model, the value of the
        warrants are determined by taking the difference between acquiring the
        stock outright and the present value of paying the exercise price on the
        expiration day. As a result, the Company valued the warrants at
        $1,113,930 and recorded a beneficial conversion value of $2,333,333.
        This amount was recorded as paid-in capital and the resulting discount
        on the notes payable was recorded and is being amortized using the
        interest method over the life of the notes. The Company also incurred
        direct offering costs of $444,000. During March 2005, notes payable of
        $75,000 were converted into 250,000 shares of common stock. The note is
        secured by all of the tangible and intangible assets of the Company. The
        note is due February 2007.

<TABLE>
<CAPTION>
<S>                                                                                               <C>
                        Convertible note payable - face                                           $  9,925,000
                        Discount on convertible note payable                                         3,648,059
                                                                                                    ----------

                                                                                                  $  6,276,941
                                                                                                    ==========

        Future maturities over the next five years are as follows:

                                                     2006                                         $         -
                                                     2007                                           12,925,000
                                                                                                    ----------
                                                                                                  $ 12,925,000
                                                                                                    ==========
</TABLE>

NOTE 6  RELATED PARTY TRANSACTIONS

        See Notes 4, 8(B) and 8(D).

NOTE 7  COMMITMENTS AND CONTINGENCIES

                                      F-14
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

        (A) Environmental

        The Company's mining operations and exploration activities are subject
        to various foreign laws and regulations governing protection of the
        environment. These laws are continually changing and, as a general
        matter, are becoming more restrictive. The Company's policy is to
        conduct its business in a manner that safeguards public health and
        mitigates the environmental effects of its mining operations. To comply
        with these laws and regulations, the Company has made and in the future
        may be required to make capital and operating expenditures. The Company
        does not anticipate incurring any material unforeseen capital or
        operating expenditures for environmental compliance during 2005.

        (B) Litigation

        As of March 31, 2005, the Company's Glencairn Gold Mine subsidiary is
        involved in several lawsuits related to the prior operations and
        management of the Company. The prior management of the Company has
        provided a loan in the amount of $280,920 at March 31, 2005 to offset
        any amounts due as a result of these lawsuits. At March 31, 2005,
        several of these lawsuits have resulted in judgments against the Company
        and the Company is negotiating with several vendors to establish monthly
        payment plans. These claims and legal proceedings relate to contractual
        rights and obligations and employment matters. While there can be no
        assurance that an adverse determination of any such matters could not
        have a material adverse impact in any future period, management does not
        believe, based upon information known to it, that the final resolution
        of any of these matters will have a material adverse effect upon the
        Company's consolidated financial position and annual results of
        operations.

        During September 2004, Company reached a settlement with the South
        Africa Department of Labor concerning prior workers compensation
        insurance payments due by the Company's Glencairn Gold Mine subsidiary.
        The Department agreed to waive all amounts due prior to the Company's
        acquiring the subsidiary. The total amount of accrued workers
        compensation forgiven was $535,542.

        (C) Consulting Agreements

        During December 2003, the Company entered into an agreement with a
        consultant to provide services for a period of six months. The agreement
        calls for a cash payment of $45,000 and 225,000 shares of common stock.
        The agreement expires in June 2004 (See Note 8(D)).

        During March 2004, the Company entered into an investment banking
        agreement with a consultant. The agreement is for a period of twelve
        months with the right to cancel the agreement after three months. The
        agreement calls for an initial fee of $25,000 for the first three months
        and monthly fees of $10,000 thereafter. In addition, the consultant is
        entitled to normal placement fees of 1% for bank financing, 10% for
        public debt financing and 5% for private debt financing and stock
        options on 4% of the Company's shares outstanding and exercisable at
        110% of the market price on the day of completion of the first financing
        obtained by the consultant.

                                      F-15
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

        During January 2005, the Company entered into an agreement with a
        consultant to provide public relations and investment services. The
        agreement is for a period of three months and requires monthly payments
        of $10,000 and 2,750,000 warrants exercisable at $0.01 per share for a
        period of three years.

        (D) Employment Agreements

        On April 1, 2004, the Company entered into an employment contract with
        its Acting Chief Technical Officer to provide salary and other fringe
        benefits indefinitely. Minimum salary payments under the contract
        currently amounted to approximately $125,000 per year. The contract is
        cancelable by either party with three months written notice.

        On April 1, 2004, the Company entered into an employment contract with
        its Acting Chief Operations Officer to provide salary and other fringe
        benefits indefinitely. Minimum salary payments under the contract
        currently amounted to approximately $200,000 per year. The contract is
        cancelable by either party with three months written notice.

        On April 1, 2004, the Company entered into an employment contract with
        its Acting Chief Executive Officer to provide salary and other fringe
        benefits indefinitely. Minimum salary payments under the contract
        currently amounted to approximately $200,000 per year. The contract is
        cancelable by either party with three months written notice.

NOTE 8  STOCKHOLDERS' EQUITY

        (A) Common Stock Issued for Cash

        During 2005, the Company issued 500,000 shares of common stock for cash
        of $248,931 (See Note 4).

        During 2005, the Company issued 250,000 shares of common stock for cash
        of $175,000 (See Note 5).

        During 2005, the Company issued 100,000 shares of Common Stock for cash
        of $16,000.

        (B) Common Stock Issued for Mining Equipment

        On June 20, 2003, the Company issued 20,700,000 shares of common stock
        for mining equipment with a historical cost totaling $2,158,650 to
        founders.

        (C) Common Stock Issued in Reverse Merger

                                      F-16
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

        On June 20, 2003, the Company issued 11,058,750 shares of common stock
        for the assets and liabilities of Centurion Gold Holdings, Inc.
        consisting of cash of $10,610 and liabilities of $1,540.

        (D) Common Stock Issued for Acquisitions

        On October 8, 2003, the Company issued 5,000,000 shares of common stock
        to related parties for 100% of the outstanding shares of three entities
        that control the ("Sellies Mine") consisting of land and mining rights
        with a historical cost of $2,994,350.

        On December 31, 2003, the Company issued 10,000,000 shares of common
        stock to related parties for 100% of the outstanding shares of two
        entities that control two mines consisting of land and mining rights
        with a historical cost of $469,046 (See Notes 5 and 7).

        On February 2, 2004, the Company issued 1,500,000 shares of common stock
        for 100% of the outstanding shares of Glencairn Gold Mine with a fair
        value of $4,530,000.

        (E) Common Stock Issued for Services

        During 2004, the Company issued 10,000 shares of common stock to a
        consultant for financial services having a fair value of $28,500. The
        value of the services is being recognized over the contract term of
        three months. As of March 31, 2005, the Company has recorded $25,365 as
        consulting expense.

        During 2004, the Company issued 500,000 shares of common stock to a
        related party for management services having a fair value of $1,425,000.

        During 2004, the Company issued 70,000 shares of common stock to a
        consultant for investment services related to the JC Goldmine
        acquisition having a fair value of $199,950.

        During 2004, the Company issued 225,000 shares of common stock to a
        consultant for investment advisory services having a fair value of
        $641,250. The value of the services is being recognized over the
        contract term of six months. As of March 31, 2004, the Company has
        recorded $320,625 as consulting expense.

        On the January 20, 2005 the Company issued 5,000,000 shares of common
        stock with a fair value of $2,000,000 for redemption of loan accounts
        with a value of $1,196,275. The Company recognized a loss on settlement
        of $803,725. The loan accounts were for the full outstanding loans and
        interest of Moller/Daros ltd, Commodities Pty Ltd, Daros Trust,
        Hollandsche Trust and Daros Ltd.

        During 2005, the Company issued 250,000 shares of common stock to
        convertible note holders with a principle balance of $75,000. There was
        no gain or loss recorded on the conversion. During June 2004, the
        Company issued 10,000 shares of common stock to employees as bonuses
        with a fair value of $11,400.

                                      F-17
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

        During 2005, the Company recognized deferred stock compensation expense
        for stock previously issued to consultants of $345,990.

        (F) Common Stock Warrants

        During 2005, the Company issued 2,750,000 common stock warrants at an
        exercise price of $0.01 in consideration of consulting services. The
        warrants expire in 2008. Using the Black-Scholes model, the warrants
        were valued at $963,452 under the following assumptions; no annual
        dividend, volatility of 90%, risk-free interest rate of return of 3.5%
        and a term of three years. The value of the warrants will be amortized
        over the period of the contract, one year. As of March 31, 2005, the
        Company recognized $200,719 of expenses and recorded a deferred
        consulting expense of $762,733.

        During 2005, the Company issued 1,000,000 common stock warrants at an
        exercise price of $0.90 in consideration with a convertible note
        payable. The warrants expire in 2011. Using the Black-Scholes model, the
        warrants were valued at $555,402 under the following assumptions; no
        annual dividend, volatility of 90%, risk-free interest rate of return of
        3.5% and a term of five years.

        During 2005, the Company issued 3,750,000 common stock warrants at an
        exercise price of $0.90 in consideration with a convertible note
        payable. The warrants expire in 2011. Using the Black-Scholes model, the
        warrants were valued at $1,113,930 under the following assumptions; no
        annual dividend, volatility of 90%, risk-free interest rate of return of
        3.5% and a term of five years.

        (G) Common Stock Split

        On July 18, 2003, the Company declared a 3 for 1 common stock split to
        be effected in the form of a dividend payable to stockholders of record
        on July 29, 2003. Per share and weighted average share amounts have been
        retroactively restated in the accompanying consolidated financial
        statements and related notes to reflect this split.

NOTE 9  MINING AGREEMENTS

        (A) Omaruru Mine

        On May 15, 2003, the Company entered into a mineral lease agreement. The
        agreement gives the Company the right to mine and remove minerals from
        the agreed upon mines located in South Africa. The Company will pay a
        royalty equal to 5% of the gross selling price of all minerals mined and
        removed from the property. The agreement terminates upon ninety days
        notice by the Company or upon suspension of mining operations by the
        Company for a period of more than six months. The agreement also calls
        for the appointment of a mutually agreed upon third party to do the
        actual exploration of the minerals.

                                      F-18
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

        During September 2003, the Company entered into a management agreement
        with a third party to provide management services for the Omaruru mine
        in exchange for 70% plus value added tax on all gold processed by the
        third party from the Omaruru mine.

        (B) Coinholder and Investpro Property

        During February 2004, the Company entered into a royalty agreement with
        a third party to mine the Coinholder and Investpro mine for a period of
        twelve months in exchange for royalty payments of approximately $2.50
        per ton plus value added tax on all chrome processed by the third party
        from the Company's CoinHolder and Investpro properties. In addition, the
        third party has an option to acquire the property after a period of
        twelve months. As of the date of this report, the option price has not
        been finalized.

        (C) Sellies Property

         During February 2004, the Company entered into a royalty agreement with
         a third party to mine the Sellies Mine in exchange for a royalty of 30%
         of the gross revenue. For the year ended March 31, 2005, the Company
         paid no royalties to the third party.

NOTE 10 INCOME TAXES

        Income tax expense (benefit) for the year ended March 31, 2005 and for
        the period from April 17, 2003 (inception) to March 31, 2004 is
        summarized as follows:

<TABLE>
<CAPTION>
                                                                                  2005            2004
                                                                               -----------     -----------
<S>                                                                            <C>             <C>
      Current:
         U.S                                                                   $        --     $        --
         Foreign                                                                        --              --
         Deferred - U.S. and Foreign                                                    --              --
                                                                               -----------     -----------

      Income tax expense (benefit)                                             $        --     $        --
                                                                               ===========     ===========
      The Company's tax expense differs from the "expected" tax expense for
      the year ended March 31, 2005 and for the period from April 17, 2003
      (inception) to March 31, 2004 as follows:

<CAPTION>

                                                                                  2005            2004
                                                                               -----------     -----------

<S>                                                                            <C>             <C>
      U.S. Federal income tax expense (benefit)                                $(2,281,340)    $  (862,782)
      Tax effect of foreign loss which is not subject to
      U.S. tax                                                                   1,898,346              --

      Effect of net operating loss carryforward                                    382,994         862,782
                                                                               -----------     -----------

                                                                               $        --     $        --
                                                                               ===========     ===========
</TABLE>


                                      F-19
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

        The tax effects of temporary differences that give rise to significant
        portions of deferred tax assets and liabilities at March 31, 2005 and
        2004 are as follows:

<TABLE>
<CAPTION>
                                                                                   2005            2004
                                                                               -----------     -----------
<S>                                                                            <C>             <C>
      Deferred tax assets:
      Net operating loss carryforward                                          $ 1,245,776     $   862,782
                                                                               -----------     -----------
         Total gross deferred tax assets                                         1,245,776         862,782
      Less valuation allowance                                                  (1,245,776)       (862,782)
                                                                               -----------     -----------

         Net deferred tax assets                                               $        --     $        --
                                                                               ===========     ===========
</TABLE>

        At March 31, 2005, the Company had a net operating loss carryforward of
        approximately $ 3,654,531 for U.S. Federal income tax purposes available
        to offset future taxable income expiring through 2025. The net change in
        the valuation allowance during the year ended March 31, 2005 was an
        increase of $ 382,994.

        On June 20, 2003, the Company underwent a change in ownership, (as
        defined by Internal Revenue Code Section 382). This change limits the
        Company's ability to utilize its net operating loss carryforwards
        ("NOL's").

NOTE 11 ASSET RETIREMENT OBLIGATIONS

        The Company's gold and chrome operations in South Africa are subject to
        regulations governing the construction, operation, closure and long-term
        maintenance of the mines and regulations concerning site reclamation for
        the mines. Costs associated with the closure of the Company's mines and
        the costs associated with reclamation activities at the Company's mines
        are accounted for in accordance with SFAS No. 143, "Accounting for Asset
        Retirement Obligations".

        The Company's asset retirement obligations are included in the other
        non-current liabilities and accrued expenses. The balances and changes
        thereto are summarized below:

<TABLE>
<CAPTION>
        Mine Reclamation Costs:                                                      2005            2004
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>
      Obligation at April 1                                                      $    314,960
      Liabilities incurred                                                             35,917    $    314,960
      Expenditures                                                                    279,106              --
      Change in estimate                                                              315,023              --
                                                                                 ------------    ------------

      Obligation at March 31                                                     $    629,983    $    314,960
                                                                                 ============    ============
</TABLE>


                                      F-20
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

NOTE 12 SEGMENT INFORMATION

         The Company operates in two reportable business segments, Primrose and
         Other. The Company operates the Primrose segment through its wholly
         owned subsidiary Glencairn Gold Mine, Ltd. Centurion Gold (Pty.) Ltd.,
         Desta Transport Services, Ltd., Area 9B Property, Ltd. Odzi Properties,
         Ltd., Coinholders, Ltd., Investpro Prop II, and Centurion Delaware Gold
         Holdings, Inc. do not meet the quantitative thresholds for a separate
         reportable segment and are therefore included in the Other segment
         category. The accounting policies of the segments are the same as
         described in the summary of significant accounting policies. The
         Company evaluates segment performance based on cash flow from
         operations. All intercompany transactions between segments have been
         eliminated. As a result, the components of operating loss for one
         segment may not be comparable to another segment. The following is a
         summary of the Company's segment information for the period ended March
         31:

<TABLE>
<CAPTION>
                                                 Primrose           Other            Total
                                                ------------     ------------     ------------
<S>                                             <C>              <C>              <C>
              2005
              Revenues                          $  2,419,162     $      4,065     $  2,423,227
              Segment loss                          (349,002)      (6,351,307)      (6,700,309)
              Total assets                         6,576,445       14,878,521       21,454,966
              Additions to long-lived assets         517,045               --          517,045
              Intangible mining rights             4,164,506          438,770        4,603,276
              Impairment                                  --        2,958,269        2,958,269
              Depreciation and amortization          199,175            1,276          200,451

<CAPTION>

              2004
<S>                                             <C>              <C>              <C>
              Revenues                          $     74,702     $         --     $     74,702
              Segment loss                          (392,722)      (2,141,856)      (2,534,578)
              Total assets                         6,545,136        5,646,201       12,191,337
              Additions to long-lived assets       2,318,913        2,235,080        4,553,993
              Intangible mining rights             4,218,913        3,397,039        7,615,952
              Depreciation and amortization           43,961               --           43,961
</TABLE>

      NOTE 13 GOING CONCERN

        As reflected in the accompanying financial statements, the Company has a
        net loss from operations of $5,802,597, used cash in operations of
        $985,134 and a working capital deficiency of $2,835,980. These factors
        raise substantial doubt about its ability to continue as a going
        concern. The ability of the Company to continue as a going concern is
        dependent on the Company's ability to further implement its business
        plan, raise capital and generate revenues. The financial statements do
        not include any adjustments that might be necessary if the Company is
        unable to continue as a going concern.

                                      F-21
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

        The Company has reduced operating costs and received a commitment for
        working capital of $405,000 from the issuance of convertible notes
        payable and converted $678,233 of notes payable into common stock. The
        Company is also continuing to increase the monthly production of gold
        mined.

        Management believes that the actions presently being taken to raise
        additional capital, reduce costs and generate revenues provide the
        opportunity for the Company to continue as a going concern.

NOTE 14 SUBSEQUENT EVENTS

        During May 2005, the Company issued stock to related parties for
        10,000,000 shares for redemption of loans of $669,233.

        During May 2005, the Company issued 300,000 shares of common stock to
        MCC Global for public relations services. The agreement is for an
        initial period of three months to be automatically extended for
        successive one month terms unless terminated in writing. The shares were
        values at a fair value of $75,000 on the date of grant.

        During April 2005, the Company issued 12,572 shares of common stock with
        a fair value of $4,400 to a law firm for services.

        During July 2005, the Company received $755,000 in convertible bonds
        that are convertible at $0.30 per share and investors received warrants
        to purchase 1,258,333 of the Company's common stock at an exercise price
        of $.30 per share.

        The Company received an offer from a United Kingdom Irish Listed company
        for $0.45 per share of its issued share capital on a fully diluted
        basis.

        During 2005, convertible note payable holders converted $9,000 of
        principal into 30,000 shares of common stock.

        During April 2005, the Company issued 15,000,000 shares of common stock
        with a fair value of $0.25 per share for the acquisition of Zaaiplaats
        Pty. Ltd.

        During July 2005, the Company received $755,000 in convertible bonds
        that are convertible at $0.30 per share and investors received warrants
        to purchase 1,258,333 of the Company's common stock at an exercise price
        of $.30 per share.

        The Company has allocated the purchase price to the assets acquired and
        liabilities assumed based on the historical cost as follows:

                                      F-22
<PAGE>

                 CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005

<TABLE>
<CAPTION>
<S>                                                                                                           <C>
        Mining rights                                                                                         $    3,750,000
                                                                                                                 ------------

              Total purchase price                                                                            $    3,750,000
                                                                                                                 ============

         During May 2005, the Company issued 9,000,000 shares of common stock
         with a fair value of $2,250,000 for the acquisition of Uvongo Pty. Ltd.

         The Company has allocated the purchase price to the assets acquired and
         liabilities assumed based on the historical cost as follows:

        Mining rights                                                                                         $    2,250,000
                                                                                                                 ------------

              Total purchase price                                                                            $    2,250,000
                                                                                                                 ============

        During May 2005, the Company issued 16,500,000 shares of common stock
        with a fair value of $0.25 per share for Fulloutput Pty Ltd.

        The Company has allocated the purchase price to the assets acquired and
        liabilities assumed based on the historical cost as follows:

        Mining rights                                                                                         $    4,125,000
                                                                                                                 ------------

              Total purchase price                                                                            $    4,125,000
                                                                                                                 ============

        During May 2005, the Company issued 2,100,000 shares of common stock
        with a fair value of $0.25 per share for Kwela Pty Ltd.

        The Company has allocated the purchase price to the assets acquired and
        liabilities assumed based on the historical cost as follows:

        Mining rights                                                                                         $   225,000
                                                                                                                 ------------

              Total purchase price                                                                            $   225,000
                                                                                                                 ============

        During May 2005, the Company issued 40,000,000 shares of common stock
        with a fair value of $0.25 per share for Majormatic 169 Pty Ltd.

        The Company has allocated the purchase price to the assets acquired and
        liabilities assumed based on the historical cost as follows:

        Mining rights                                                                                         $   10,000,000
                                                                                                                 ------------

              Total purchase price                                                                            $   10,000,000
                                                                                                                 ============
</TABLE>

        As of July 8, 2005, none of these mines are in operation or have mining
        permits.

                                      F-23
<PAGE>

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

(a) Previous Independent Auditors:

      (i) Salberg & Company, PA ("Salberg") was dismissed as the independent
auditor for the Company on August 6, 2003 based upon the acquisition by the
Company of one hundred percent (100%) of the issued and outstanding capital
stock of Omaruru Exploration Company (Proprietary) Limited. ("Omaruru").

      (ii) Salberg's reports on the financial statements of the Company for the
fiscal year ended December 31, 2002, for the period from August 9, 2001
(inception) through December 31, 2001 and for the period from August 9, 2001
(inception) through December 31, 2002 contain no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles except that there was an explanatory paragraph relating to
our ability to continue as a going concern.

      (iii) The Company's Board of Directors approved the change in accountants.

      (iv) For the fiscal year ended December 31, 2002, for the period from
August 9, 2001 (inception) through December 31, 2001 and for the period from
January 1, 2003 through August 6, 2003, there has been no disagreement between
the Company and Salberg, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Salberg would have caused
it to make a reference to the subject matter of the disagreement in connection
with its reports.

      (v) During the fiscal year ended December 31 2002, for the period from
August 9, 2001 (inception) through December 31, 2001 and for the period from
January 1, 2003 through August 6, 2003 (the date the relationship ended with the
former accountant), the Company has not been advised of any matters described in
Regulation S-B, Item 304(a)(1)(B).

(b) New Independent Accountants.

      (i) The Company engaged Webb & Company P.A., 1501 Corporate Drive, Suite
290, Boynton Beach, Florida, 33426 ("Webb"), as its new independent accountants
as of August 6, 2003, Prior to such date the Company did not consult with Webb
regarding (i) the application of accounting principles, (ii) the type of audit
opinion that might be rendered by Salberg, or (iii) any other matter that was
subject of a disagreement between the Company and its former auditor as
described in Item 304(a)(1)(iv) of Regulation S-B.

ITEM 8A. CONTROLS AND PROCEDURES

      The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Securities
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. The Company's certifying
officers have concluded that the Company's disclosure controls and procedures
were not effective in reaching that level of reasonable assurance.

                                       20
<PAGE>

      As of the end of the period covered by this report, an evaluation was
performed under the supervision and with the participation of our Company's
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the Company's
disclosure controls and procedures were not effective. In light of the material
weakness described below, the Company performed additional post closing
procedures to ensure its consolidated financial statements are prepared in
accordance with generally accepted accounting principles. Accordingly,
management believes the financial statements presented in Item 7 of this Form
10KSB fairly present, in all material respects, the Company's financial
position, results of operations and cash flow for the periods presented.

      The Company's management, including the Company's Chief Executive Officer
and Chief Financial Officer, assessed the effectiveness of the Company's
internal control over financial reporting as of March 31, 2005.

      A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. As of March 31, 2005, management has identified the following
material weaknesses:

       1.  As of March 31, 2005, the Company did not have an effective control
           environment based on criteria established in "Internal Control -
           Integrated Framework" issued by COSO. The Company failed to design
           appropriate company wide policies and procedures over the accounting,
           revenue, procurement, human resources, treasury and risk management
           functions and did not uniformly and consistently communicate the
           importance of internal controls throughout the organization. In
           addition, the Company's policies and procedures with respect to
           review and supervision of its accounting operations at the divisional
           level were not operating effectively. This control deficiency,
           together with the control deficiencies described in Item 2
           below, indicate that the Company did not maintain an effective
           control environment. This control deficiency could result in a
           material misstatement of annual or interim financial statements that
           would not be prevented or detected. Accordingly, management
           determined that this control deficiency constitutes a material
           weakness.

       2.  As of March 31, 2005, the Company did not maintain a sufficient
           complement of personnel with an appropriate level of accounting
           knowledge, experience and training in the application of generally
           accepted accounting principles commensurate with the Company's
           financial reporting requirements. In addition, the Company also
           failed to implement processes to ensure periodic monitoring of its
           existing internal control activities over financial reporting.
           Specifically, the Company had a shortage of finance and accounting
           staff with sufficient depth and skill in the application of U.S.
           generally accepted accounting principles and individuals in the
           finance function who did not have the appropriate skills, training
           and experience to meet the objective that should be expected of these
           roles.

      Because of these material weaknesses, management has concluded that the
Company did not maintain effective internal control over financial reporting as
of March 31, 2005, based on the criteria in Internal Control - Integrated
Framework.

      The board of directors has appointed an international accounting firm,
Horwath Leveton Boner in South Africa to implement a coordinated accounting
strategy, ensuring continuity ,accuracy and controls, and to report to an SEC
compliant accountant in the United States who will do the consolidation of the
accountants for the auditing firm to audit. The board will appoint the
accountant in the United States shortly and will also appoint a full time
accountant locally in South Africa with mining accounting experience to
implement controls and procedures for all the operations as laid down by Horwath
Leveton Boner.

Plan for Remediation of Material Weaknesses
-------------------------------------------
     At the direction of our board of directors, management has spent and
continues to spend a significant amount of time, effort and resources to improve
our control environment. This effort has been undertaken pursuant to our work
contemplated by Section 404 of the Sarbanes-Oxley Act of 2002 and to improve our
operational and financial reporting efficiency.

      Although we have undertaken steps to prevent further material weaknesses
or significant deficiencies in our internal controls, we cannot assure that we
will not in the future identify further material weaknesses or significant
deficiencies in our internal control over financial reporting that have not
previously been identified, or that all the material weaknesses identified in
this report will be remediated by March 31, 2006.

                                       21
<PAGE>

Changes in Internal Control over Financial Reporting
----------------------------------------------------
     There were no changes in the Company's internal control over financial
reporting during the year ended March 31, 2005, other than as described
above, that materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

      Directors and Executive Officers

      As of July 13, 2005, the Directors and executive officers of the Company
are presented below.

      Name                         Age    Title

      Andrew Dale Paul             43     CEO, President and Chairman
      Arthur Johnson               69     Chief Financial Officer and Director
      Keith Archie Hart            39     Chief Operating Officer and Director
      Bruce Williamson             52     Director
      Dr. Wynand Goosen            40     Director
      Michael Godfrey Saner        60     Director
      --------------------------

      All directors serve for three years and until their successors are elected
and qualified. All officers serve at the pleasure of the Board of Directors.
There are no family relationships among any of the officers and directors.

      Information concerning our executive officers and directors is set forth
below.

      ANDREW DALE PAUL, our founder, has been our Chief Executive Officer,
President and Chairman since December 2004. From April 2004 to December 2004,
Mr. Paul was our Vice-President and a Director (from May 2003 until December
2004). From January 2004 until April 2004, Mr. Paul was our Chief Operating
Officer. He is currently responsible for the implementation of management
structures and controls for acquisition to ensure their profitability. Mr. Paul
works on acquisition structuring and management controls. From June 2003 to
January 2004, Mr. Paul was a consultant for Investpro Commodities. From April
2001 to December 2003, Mr. Paul was Managing Director of Investpro Holdings
(Pty) Ltd., a mining investment company. From October 1989 to March 2000, Mr.
Paul was Managing Director of Trizon Chemicals (Pty) Ltd., an agricultural and
mining chemical trading operation. Mr. Paul graduated from the University of
Natal with a degree in Agriculture in 1983.

      Mr. Paul has owned and run many of his own companies in the past and
worked for multinationals such as ICI. He is a seasoned entrepreneur with over
five years of experience in the mining industry.

      ARTHUR V. JOHNSON has served as our Chief Financial Officer and a Director
of the Board of Directors since December 2004. From June 2003 until December
2004, Mr. Johnson served as our Chief Executive Officer, President and Chairman.
His responsibilities include expansion of the company through acquisitions. In
addition, Mr. Johnson oversees all corporate governance and any of our reporting
requirements. From February 1998 to April 2003, Mr. Johnson was Managing
Director of Century Minerals (Pty) Ltd., a resource commodity trading house. Mr.
Johnson has over 30 years experience in mining and previously served as a
Director with Babcock International Group. Mr. Johnson previously sold his own
chrome business to SA Chrome, a public company. Mr. Johnson graduated from the
University of Cape Town in 1955 with a Degree in Commerce.

      KEITH ARCHIE HART has been our Chief Operating Officer and a Director
since March 2004. From December 2002 until March 2004, Mr. Hart operated Moloi
Mining, a small mining contract company. From February 1993 to December 2002,
Mr. Hart was the Executive Director and CEO of New Kleinfontein Mining Company
Ltd. From March 1983 to June 1992, Mr. Hart was the Managing Director of Kennys
Transport Pty Ltd.

                                       22
<PAGE>

      BRUCE WILLIAMSON became a Director in April 2004 and was our Chief
Financial Officer from May until September 2004. He presently chairs our audit
committee. From June 2002 until April 2004, Mr. Williamson operated
independently as a consultant to the growing small mining sector in South Africa
and as a sponsor to listed company OTR Mining Limited and as a consultant to
Argosy Minerals. From January 1998 to June 2002, Mr. Williamson was Corporate
Finance Manager, mining division, at ABN Amro Securities.

      Mr. Williamson has a Mining Diploma from Wits Technicon and a B.Com from
the University of Cape Town. His career started with Gold Fields (the fourth
largest gold mine in the world), where he spent seven years on production. Mr.
Williamson switched to a career in the investment sector and was voted top gold
analyst while with J D Anderson & co/ SBC Warburg in 1992 where he worked for 13
years. His appointment and vast experience in mining, mining finance and the
investment sector is an essential element in our growth strategy.

      DR. WYNAND GOOSEN has been a Director since July 2004. Since November
1998, Dr. Goosen has been a director of Gold Rose Investments Pty Ltd. From
November 1998 to April 2000, Dr. Goosen was Executive Deputy Chairman of The
Learning Corporation Ltd. ("TLC"), an education and staffing business company.
Prior to joining TLC, from 1995 to 1998 Dr. Goosen was the Director and Head of
the School of Human Technology, Technikon Witwatersrand. During his employment
at the School of Human Technology, he actively consulted in capital
restructuring.

      Dr. Goosen graduated with a Bachelor of Commerce (Honours) from RAU in
1987, a Masters of Commerce (Guidelines for investment in Real Estate) from RAU
in 1991, a Masters of Arts degree in Vocational Education from Hawthorne
University in 1994. In addition, Dr. Goosen holds a Diploma in Banking and
membership with several professional organizations. Dr. Goosen was responsible
for the development of the National Diploma and Btech in Banking.

      Dr. Goosen regularly consults on human development and highly technical
financial ventures. His experience also includes the establishment of a travel
agency, fund raising on the OTC Bulletin Board, establishment of a forex house
that now operates in San Francisco as well as Mergers & Acquisitions for JSE
Listings. Dr Goosen is a well-known conference speaker and has been quoted in
newspapers and interviewed for TV on economic commentary.

      MICHAEL GODFREY SANER has been a Director since July 2004. From March 2002
to November 2004, Mr. Saner was a consultant and adviser to the Governor of the
Bank of Tanzania and his cabinet, monitoring operations and costs at the Buhemba
Gold Mine in the Mara region of Tanzania. From January 2000 to August 2002, Mr.
Saner was a technical/financial advisor and consultant to Nedbank Ltd. in
connection with sovereign loan financing to Buhemba Gold Mine. From 1996 to
2000, Mr. Saner was a Mineral Industry Consultant and project initiator and
developer of various mineral beneficiation projects, including companies
involved in chrome chemicals, industrial minerals and rare earths, and alluvial
diamond deposits. Mr. Saner graduated from the University of Natal with a
Bachelor of Science degree in Geology in 1967. He became a Chartered Engineer in
the United Kingdom in 1976 and Professional Natural Scientist in February 1984.

      Mr. Saner has over 36 years of post-graduate experience in the business of
mineral and resource exploration, assessment, feasibility, development,
operation, investment and financing of minerals, beneficiation, and other
projects, covering a wide range of commodities and deposit types, with
on-the-ground experience in over 17 countries.

      Compensation of Directors

      Directors are not presently compensated for serving on the board of
directors.

                                       23
<PAGE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and any person who owns more than 10% of our
common stock (the "Reporting Persons") to file with the Securities and Exchange
Commission reports of ownership and reports of changes in ownership of our
common stock. Under Securities and Exchange Commission rules, we receive copies
of all Section 16(a) forms that these Reporting Persons file. We have reviewed
copies of these reports and written representations from the Reporting Persons.
We believe all Reporting Persons complied with their Section 16(a) reporting
obligations during 2004.

      Code of Ethics

      We have adopted a Code of Ethics within the meaning of Item 406(b) of
Regulation S-B. This Code of Ethics applies to our principal executive officer,
our principal financial officer and principal accounting officer, as well as all
other employees, and is filed herewith. If we make substantive amendments to
this Code of Ethics or grant any waiver, including any implicit waiver, we will
disclose the nature of such amendment or waiver on our website or in a report on
Form 8-K within five days of such amendment or waiver.

                                       24
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

      The following table sets forth the aggregate cash compensation paid by the
Company to: (i) its Chief Executive Officer, Chairman and Chief Financial
Officer; and (ii) its most highly compensated officers whose cash compensation
exceeded $100,000 for services performed during the year ended March 31, 2005.

<TABLE>
<CAPTION>
                         ANNUAL COMPENSATION                                                LONG TERM COMPENSATION

                                                                                  Awards                          Payouts

                                                                        Restricted    Securities
                                                        Other Annual    Stock         Underlying
Name and Principal                                      Compensation    Award(s) ($)  Options SARs   LTIP           All Other
Position                Year    Salary ($)   Bonus ($)  ($)                           (#)            Payouts ($)    Compensation ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>     <C>          <C>        <C>             <C>           <C>            <C>            <C>
Andrew Dale Paul(1)     2005    $100,000     0          0               0             0              0              0
CEO, President and      2004    0            0          0               0             0              0              0
Chairman                2003    0            0          0               0             0              0              0

Arthur Johnson(2)       2005    $100,000     0          0               0             0              0              0
CFO                     2004    $22,498      0          0               0             0              0              0
                        2003    0            0          0               0             0              0              0

Keith Archie Hart(3)    2005    $100,000     0          0               0             0              0              0
Mine Manager and COO    2004    0            0          0               $1,425,000    0              0              0
                        2003    0            0          0               0             0              0              0

Jim Dodrill (4)         2005    0            0          0               0             0              0              0
President               2004    0            0          0               0             0              0              0
                        2003    0            0          0               0             0              0              0
</TABLE>

      (1)   Mr. Paul became our Chief Executive Officer, President and Chairman
            in December 2004.

      (2)   Mr. Johnson was our CEO and President from June 2003 until December
            2004.

      (3)   Mr. Hart became the mine manager of Primrose Gold Mine in March
            2004. Mr. Hart became our Chief Operating Officer in March 2004.

      (4)   Mr. Dodrill served as our President until June 2003.

      Stock Option Grants

      The Company does not have any annuity, retirement, pension or deferred
compensation plan or other arrangements under which an executive officer is
entitled to participate without similar participation by other employees.

      The Company does not currently have a stock option plan.

      Employment Agreements

      We entered into an employment agreement with Arthur Johnson to act as our
Chief Executive Officer effective April 1, 2004 for an annual salary of
1,200,000 Rand (which is currently the equivalent of approximately $200,000).
Mr. Johnson will also be eligible to receive bonus payments as determined by our
board of directors. The agreement will continue until terminated by either party
with three months notice or terminated for cause by us. In May 2004, we amended
the employment agreement with Arthur Johnson to reduce his salary to 600,000
Rand (US$100,000). In addition, in December 2004, we amended the employment
agreement to change his title to Chief Financial Officer and Director. In
connection therewith, Mr. Johnson resigned as CEO, President and Chairman.

      We entered into an employment agreement with Andrew Dale Paul to act as
our Chief Operating Officer effective April 1, 2004 for an annual salary of
1,200,000 Rand (which is currently the equivalent of approximately $200,000).
Mr. Paul will also be eligible to receive bonus payments as determined by our
board of directors. The agreement will continue until terminated by either party
with three months notice or terminated for cause by us. In May 2004, we amended
the employment agreement with Mr. Paul to reduce his salary to 600,000 Rand
(US$100,000) and to hire him as our Vice-President. In connection therewith, Mr.
Paul resigned his position as Chief Operating Officer. In December 2004, we
amended the employment agreement with Mr. Paul to change his title to CEO,
President and Chairman. In connection therewith, Mr. Paul resigned as
Vice-President.

                                       25
<PAGE>

      We entered into an employment agreement with Keith Archie Hart to act as
our Mine Manager of our Primrose Gold Mine effective April 1, 2004 for an annual
salary of 750,000 Rand (which is currently the equivalent of $125,000). Mr. Hart
will also be eligible to receive bonus payments as determined by our board of
directors. The agreement will continue until terminated by either party with
three months notice or terminated for cause by us. In May 2004, we amended the
employment agreement with Keith Archie Hart to reduce his salary to 600,000 Rand
(US$100,000) and to hire him as our Chief Operating Officer.

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

      The following table shows the amount of our Common Stock beneficially
owned as of the date of this Annual Report by each person who beneficially owns
more than five percent of our outstanding Common Stock, by each of our executive
officers and directors, and by all of our executive officers and directors as a
group.

      The following information is based upon information furnished to us by
either the directors and executive officers or obtained from our stock transfer
books. We are informed that these persons hold the sole voting and dispositive
power with respect to the Common Stock except as noted herein. For purposes of
computing "beneficial ownership" and the percentage of outstanding Common Stock
held by each person or group of persons named above as of the date of this
Annual Report, under rules adopted by the Securities and Exchange Commission,
shares of Common Stock issuable pursuant to warrants or options or upon
conversion of convertible securities, to the extent such warrants or options or
convertible securities are currently exercisable or convertible within 60 days
of the date of this Annual Report, are treated as outstanding for computing the
percentage of the person holding such securities but are not treated as
outstanding for computing the percentage of any other person. As of June 23,
2005, we had 148,116,321 shares of our common stock issued and outstanding.

<TABLE>
<CAPTION>
                                                               Amount and Nature of
                                                               Beneficial Ownership          Percentage of
                                        Position with          of Class A Common             Securities(1)
Name/Address of Beneficial Owner*       Company                Stock (1)
----------------------------------------------------------------------------------------------------------
<S>                                     <C>                    <C>                           <C>
Andrew Dale Paul(2)                     CEO, President         23,200,000                    42.13%
                                        and Chairman

Arthur V. Johnson                       CFO and Director       500,000                       *

Keith Archie Hart(3)                    Mine Manager and       2,562,000                     1.73%
                                        COO

Bruce Williamson                        Director               0                             0

Wynand Goosen                           Director               0                             0

Michael Saner                           Director               0                             0

Daros Trust(4)                                                 23,200,000                    15.66%

All officers and directors as a                                26,262,000                    17.73%
group (6 persons) (5)
---------
</TABLE>

                                       26
<PAGE>

*     Less than one percent (1%).

(1)   Unless otherwise provided, the address of the officers and directors is:
      c/o Centurion Gold Holdings, Inc., 12 Main Reef Road, Primrose, South
      Africa 1401.

(2)   Andrew Dale Paul (CEO, President and Chairman) is a 20% beneficiary of the
      Daros Trust and we have included for purposes of this report all shares
      held by Daros Trust. Mr. Paul disclaims all beneficial ownership to shares
      of our common stock held by the Daros Trust.

(3)   Includes 1,500,000 shares of our common stock which are owned by The
      Hollandsche Trust No. IT 8953/98 ("Hollandsche Trust"), as to which Mr.
      Hart, our COO and Director and the sole beneficiary of the Hollandsche
      Trust, disclaims any beneficial ownership. In March 2005, the (4) The
      address of the Daros Trust is c/o Kestrell Chemin Des Trois-Portes, 11 CH
      2000, Neuchatel, Switzerland. In March 2005, the Daros Trust transferred
      500,000 shares of our common stock to Mr. Hart, our COO and Director.

(5)   Includes all shares held by the Daros Trust and Hollandsche Trust.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Unless otherwise provided, the following transactions were all concluded
with the Daros Trust, of which Andrew Dale Paul (our Chief-Executive Officer,
President and Chairman) is a 20% beneficiary.

      On June 20, 2003, we finalized the acquisition of 100% of the issued and
outstanding capital stock of Omaruru. The stockholders of Omaruru received in
the aggregate 20,700,000 (post-split) restricted shares of our common stock in
exchange for 100% of the issued and outstanding stock of Omaruru. Omaruru holds
the Notarial Mineral Lease over the precious metals claims and mineral rights
and the mining assets for Omaruru Minerals (Proprietary) Limited, known as the
Elandshoogte Mine.

      On October 8, 2003, we finalized the acquisition of 100% of the issued and
outstanding capital stock of Desta and Area 9B and Odzi, collectively known as
the Sellies Gold Mine. The stockholders of Desta and Area 9B and Odzi received
in the aggregate 5,000,000 restricted shares of our common stock in exchange for
100% of the issued and outstanding stock of Desta and Area 9B and Odzi. Desta
and Area 9B and Odzi holds the Notarial Mineral Lease over the precious metals
claims and mineral rights and the mining assets for the Sellies Gold Mine as
follows:

      Desta: Certain permit issued under Section 161 of the Mining Rights Act No
20 of 1967 to retain and treat tailing, slimes, waste rock or other mine residue
situated on the farm Witpoortjie No 117 Registration Division I.R. Gauteng
region. Permit No 24/78, Licence No 74, Plan R M T No 0180/78;

      Odzi: The immovable property known as Portion 277 (a portion of Portion
263) of the farm Witpoortjie No 117, Registration Division I.R. Gauteng region
measuring 9,8544 hectares; and the remaining extent of Witpoortjie 117 I.R.
Province of Gauteng, measuring 24,10 hectares and 7,62 hectares in extent.

      Area 9B: Portion 275 (a portion of Portion 263) of the farm Witpoortjie
117, Registration Division I.R. Province of Gauteng measuring 23,8562 hectares
General Plan S.G. No A.13266/1995 and held by Certificate of Registered Title T.
90933/96.

      On December 31, 2003, we finalized the acquisition of 100% of the issued
and outstanding capital stock of Coinholders and Investpro, known as the
Spruitfontein and Marikana Mines, respectively. The stockholders of Coinholders
and Investpro received in the aggregate 10,000,000 restricted shares of our
common stock in exchange for 100% of the issued and outstanding stock of
Coinholders and Investpro. Coinholders and Investpro hold the Notarial Mineral
Lease over the precious metals claims and mineral rights and the mining assets
for the Spruitfontein and Marikana Mines as follows:

                                       27
<PAGE>

      Real estate consisting of Portions 17 and 18 of the farm Spruitfontein
341, Registration Division J.Q. and The Farm Kafferskraal 342, registration
Division J.Q. North West Province, South Africa.

      During the period ended December 31, 2004, stockholders and entities,
which Dale Paul, our Chairman, CEO and President or his family are controlling
shareholders, loaned us an additional $101. The total loans of $1,242,545 are
payable on demand, bear interest at 4% and are unsecured. In addition, we
entered into a note payable agreement with The Hollandsche Trust (of which our
Chief Operating Officer, Keith Hart, is the sole beneficial owner) to lend us up
to $625,000. The loan covenants require us to use the proceeds as working
capital. At December 31, 2004, we had borrowed $248,931 under this arrangement.
The loan is due June 30, 2005, bears interest at 10% and is unsecured. We will
continue to use any cash flow generated by the Primrose mine to reduce these
liabilities during 2005. We issued 695,742 shares of common stock for $248,931
with a fair value of $278,297 to settle this obligation in full.

      In January 2005, three of our shareholders settled an outstanding loan in
the amount of approximately US$1,435,000 on our behalf. In connection with such
settlement, we issued 2,000,000 shares of our common stock to the Hollandsche
Trust, 1,000,000 shares to Daros Ltd., and 2,000,000 shares to Blue Dove Trust.

      In March 2005, the Daros Trust (a trust that Andrew Dale Paul, our CEO,
President and Chairman is a 20% beneficiary) transferred 500,000 shares of our
common stock to Mr. Hart, our COO and Director.

      In June 2005, certain creditors of the Company, including, without
limitation, the Hollandsche Trust and Daros Trust, agreed to convert their
respective outstanding loans payable into an aggregate of 15,000,000 shares of
Company common stock.

      The sole beneficiary of the Hollandsche Trust is Keith Hart, our COO and
Director. Andrew Dale Paul, our CEO, President and Chairman, is a 20%
beneficiary of the Daros Trust.

      In July 2005, we entered into a securities purchase agreement with five
investors, whereby we issued an aggregate of $755,000 of convertible promissory
notes and 1,258,333 warrants to purchase our common stock at $0.30 per share.
One of our investors; Andrew Dale Paul, our CEO, President and Chairman,
purchased $350,000 of such notes and received 583,333 warrants to purchase our
common stock.

                                       28
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

All references to the Company's Forms 8-K, 10-K, 10-QSB and 10-KSB include
reference to File No. 333-46424.

(a)   Exhibits

Exhibit No.    Document

3.1            Articles of Incorporation (incorporated by reference to Exhibit
               3.1 filed with Registrant's Registration Statement on Form SB-2,
               and amendments thereto, filed on January 23, 2002 ("2002 Form
               SB-2").

3.2            Bylaws of Registrant (incorporated by reference to Exhibit 3.2
               filed with Registrant's 2002 Form SB-2).

3.3            Specimen certificate of the common stock of Registrant
               (incorporated by reference to Exhibit 3.3 filed with Registrant's
               2002 Form SB-2).

3.4            Amended Articles of Incorporation (incorporated by reference to
               Exhibit 3.4 filed with Registrant's Registration Statement on
               Form SB-2 (Registration No. 333-120200), and amendments thereto,
               filed on December 21, 2004 ("2004 Form SB-2").

3.5            Certificate of Incorporation of Centurion Delaware Gold Holdings,
               Inc. (incorporated by reference to Exhibit 3.5 filed with
               Registrant's Registration Statement on Form SB-2 (Registration
               No. 333-123481) filed on March 22, 2005 ("2005 Form SB-2").

3.6            Bylaws of Centurion Delaware Gold Holdings, Inc. (incorporated by
               reference to Exhibit 3.6 filed with Registrant's 2005 Form SB-2).

4.1            Secured Convertible Term Note, dated as of September 23, 2004,
               made by Registrant in favor of Laurus Master Fund, Ltd.
               ("Laurus") (incorporated by reference to Exhibit 99.2 filed with
               Registrant's Form 8-K on September 29, 2004 ("September 2004 Form
               8-K")).

4.2            Subordination Agreement by and between the Hollandsche Trust and
               Laurus, dated September 23, 2004, and acknowledged and agreed to
               by Registrant (incorporated by reference to Exhibit 99.4 filed
               with Registrant's September 2004 Form 8-K).

4.3            Master Security Agreement by and between Registrant and Laurus,
               dated September 23, 2004 (incorporated by reference to Exhibit
               99.5 filed with Registrant's September 2004 Form 8-K).

4.4            Restricted Account Agreement by and among North Fork Bank,
               Registrant and Laurus (incorporated by reference to Exhibit 99.6
               filed with Registrant's September 2004 Form 8-K).

4.5            Secured Convertible Term Note, effective as of February 23, 2005,
               made by Registrant in favor of Laurus (incorporated by reference
               to Exhibit 99.1 filed with Registrant's Form 8-K on February 28,
               2005 ("February 2005 Form 8-K")).

                                       29
<PAGE>

4.6            Subordination Agreement by and between the Hollandsche Trust and
               Laurus, effective as of February 23, 2005, and acknowledged and
               agreed to by Registrant.

4.7            Master Security Agreement by and between Registrant and Laurus,
               effective February 23, 2005 (incorporated by reference to Exhibit
               99.3 filed with Registrant's February 2005 Form 8-K).

4.8            Restricted Account Agreement by and among North Fork Bank,
               Registrant and Laurus (incorporated by reference to Exhibit 99.7
               filed with Registrant's February 2005 Form 8-K).

4.9            Stock Pledge Agreement by and between the Registrant and Laurus
               (incorporated by reference to Exhibit 99.4 filed with
               Registrant's February 2005 Form 8-K).

4.10           Guaranty by Centurion Delaware Gold Holdings, Inc., effective
               February 23, 2005 (incorporated by reference to Exhibit 99.5
               filed with Registrant's February 2005 Form 8-K).

10.1           Assignment of Notarial Mineral Lease by Omaruru Minerals (PTY)
               Ltd., dated May 15, 2003 (incorporated by reference to Exhibit
               10.1 filed with the Registrant's 2004 Form SB-2 on December 21,
               2004).

10.2           Stock Purchase Agreement by and among Registrant and the
               shareholders of Omaruru Exploration Company (Proprietary)
               Limited, dated June 20, 2003 (incorporated by reference to
               Exhibit 2.1 filed with Registrant's Form 8-K on July 7, 2003).

10.3           Management Agreement by and between Registrant and Omaruru
               Minerals (PTY) Ltd., dated August 27, 2003 (incorporated by
               reference to Exhibit 10.3 filed with the Registrant's 2004 Form
               SB-2 on December 21, 2004).

10.4           Coinholder and Investpro Royalty Agreement with Registrant, dated
               December 8, 2003 (incorporated by reference to Exhibit 10.4 filed
               with the Registrant's 2004 Form SB-2 on December 21, 2004).

10.5           Stock Purchase Agreement by and between Registrant and Glencairn
               Gold Mine (PTY) Ltd t/a JC Gold Mine Co., dated February 2, 2004
               (incorporated by reference to Exhibit 10.5 filed with the
               Registrant's 2004 Form SB-2 on December 21, 2004).

10.6           Sellies Royalty Agreement by and between Registrant and Enable
               Mining (PTY) LTD, dated February 3, 2004 (incorporated by
               reference to Exhibit 10.6 filed with the Registrant's 2004 Form
               SB-2 on December 21, 2004).

                                       30
<PAGE>

10.7           Stock Purchase Agreement by and among Registrant and the
               shareholders of Glencairn (Proprietary) Limited, dated February
               2, 2004 (incorporated by reference to Exhibit 10.1 filed with
               Registrant's Form 8-K on April 15, 2004 ("April 2004 Form 8-K")).

10.8           Addendum to the Stock Purchase Agreement by and among the
               Registrant and the shareholders of Glencairn (Proprietary)
               Limited dated March 18, 2004 (incorporated by reference to
               Exhibit 10.2 filed with Registrant's April 2004 Form 8-K).

10.9           Note Purchase Agreement by and between The Hollandsche Trust No.
               IT 8953/98 (the "Hollandsche Trust") and Registrant, dated May 7,
               2004 (incorporated by reference to Exhibit 10.9 filed with the
               Registrant's 2004 Form SB-2 on December 21, 2004).

10.10          Employment Agreement dated as of April 1, 2004 between Registrant
               and Arthur Johnson (incorporated by reference to Exhibit 10.2
               filed with the Registrant's Annual Report on Form 10-KSB for the
               period ended March 31, 2004, filed on July 13, 2004 ("2004 Annual
               Report")).

10.11          Employment Agreement dated as of April 1, 2004 between Registrant
               and Andrew Dale Paul (incorporated by reference to Exhibit 10.3
               filed with the Registrant's 2004 Annual Report).

10.12          Employment Agreement dated as of April 1, 2004 between Registrant
               and Keith Archie Hart (incorporated by reference to Exhibit 10.4
               filed with the Registrant's 2004 Annual Report).

10.13          Securities Purchase Agreement by and between Registrant and
               Laurus, dated September 23, 2004 ("2004 Purchase Agreement")
               (incorporated by reference to Exhibit 99.1 filed with
               Registrant's September 2004 Form 8-K).

10.14          Common Stock Purchase Warrant, dated September 23, 2004, issued
               by Registrant in favor of Laurus (incorporated by reference to
               Exhibit 99.3 filed with Registrant's September 2004 Form 8-K).

10.15          Amendment No. 1 to the 2004 Purchase Agreement, effective
               February 23, 2005 (incorporated by reference to Exhibit 99.8
               filed with Registrant's February 2005 Form 8-K)

10.16          Securities Purchase Agreement by and between Registrant and
               Laurus, effective February 23, 2005 (incorporated by reference to
               Exhibit 99.2 filed with Registrant's February 2005 Form 8-K).

10.17          Common Stock Purchase Warrant, effective February 23, 2005,
               issued by Registrant in favor of Laurus (incorporated by
               reference to Exhibit 99.6 filed with Registrant's February 2005
               Form 8-K).

                                       31
<PAGE>

10.18          Investment Agreement by and between the Registrant and Dutchess
               Private Equities Fund II, LP, effective February 23, 2005
               (incorporated by reference to Exhibit 99.9 filed with
               Registrant's February 2005 Form 8-K).

10.19          Stock Purchase Agreement by and between Kwela Pty. Ltd.
               Registration Number 2003/011550/07 (Proprietary) and Registrant
               dated as of March 31, 2005 (incorporated by reference to Exhibit
               99.3 filed with Registrant's Form 8-K filed on June 21, 2005
               ("June 2005 Form 8-K")).

10.20          Stock Purchase Agreement by and between Fulloutput 259 Pty. Ltd.
               Registration Number 2003/029121/07 and Registrant dated as of
               March 31, 2005 (incorporated by reference to Exhibit 99.4 of the
               June 2005 Form 8-K).

10.21          Stock Purchase Agreement by and between Uvongo Pty. Ltd.
               Registration Number 2003/021884/07 and Registrant dated as of
               March 31, 2005 (incorporated by reference to Exhibit 99.5 of the
               June 2005 Form 8-K).

10.22          Stock Purchase Agreement by and between Majormatic 167
               Registration Number 2004/035170/07 Pty Ltd. Registration Number
               2003/029121/07 and Registrant dated as of March 31, 2005
               ("Majormatic Agreement") (incorporated by reference to Exhibit
               99.6 of the June 2005 Form 8-K).

10.23          Amendment No. 1 to Majormatic Agreement (incorporated by
               reference to Exhibit 99.7 of the June 2005 Form 8-K).

10.24          Stock Purchase Agreement by and between Zaaiplaats Tin Pty. Ltd.
               (Proprietary) and Registrant dated as of February 2, 2005
               (incorporated by reference to Exhibit 99.8 of the June 2005 Form
               8-K).

10.25          Securities Purchase Agreement with certain investors dated as of
               July 12, 2005 (incorporated by reference to Exhibit 99.1 filed
               with Registrant's Form 8-K filed on July 25, 2005).

14.1*          Code of Ethics.

16.1           Letter from Salberg & Company, P.A. to the Office of Chief
               Accountant on change in Registrant's certifying accountant dated
               August 6, 2003 (incorporated by reference and filed with
               Registrant's Form 8-K on August 11, 2003).

21.1*          List of Company Subsidiaries.

31.1*          Rule 13a-14(a)/15d-14(a) Certification.

31.2*          Rule 13a-14(a)/15d-14(a) Certification.

32.1*          Section 1350 - Certification.

32.2*          Section 1350 - Certification.

---------------------
*     Filed herewith.

                                       32
<PAGE>

(b)   Reports on Form 8-K:

      The Company filed a Current Report on Form 8-K and amendment on July 26,
2005 regarding the sale of $755,000 principal amount convertible promissory
notes and a warrant to purchase 1,258,333 shares of our common stock.

      The Company filed a Current Report on Form 8-K on July 8, 2005 regarding
the termination of an agreement with Mine Waste Solutions (PTY) Limited.

      The Company filed a Current Report on Form 8-K on February 28, 2005
regarding the sale to Laurus Master Fund, Ltd. of a convertible term note in the
aggregate principal amount of Ten Million Dollars ($10,000,000) (US).

      The Company filed a Current Report on Form 8-K on September 29, 2004
regarding the sale to Laurus Master Fund, Ltd. of a convertible term note in the
aggregate principal amount of Three Million Dollars ($3,000,000) (US).

      The Company filed a Current Report on Form 8-K on April 15, 2004 regarding
the acquisition of one hundred percent (100%) of the issued and outstanding
capital stock of Glencairn Gold Mine (Proprietary) Limited, collectively known
as the Primrose Mine.

      The Company filed a Current Report on Form 8-K on April 7, 2004 regarding
the changing of its fiscal year end from December 31, 2003 to March 31, 2004.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

                                                   March 31, 2005
                                   2005                  2004
                                   ----                  ----

Audit Fees                         $0                    $0
Tax Fees                           $0                    $0
Audit Related Fees                 $49,572               $30,604
Total Fees                         $49,572               $30,604

                                       33

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized on the 28th
day of July 2005.

                                  CENTURION GOLD HOLDINGS, INC.

                                  By: /s/ Andrew Dale Paul
                                      ------------------------------------------
                                   Andrew Dale Paul, CEO, President and Chairman
                                   and Principal Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons in the capacities
and on the dates indicated.

      Signature                              Title                     Date

 /s/ Andrew Dale Paul             Chairman, Chief Executive        July 28, 2005
 -------------------------        Officer, President and
 Andrew Dale Paul                 Principal Executive Officer

 /s/ Arthur V. Johnson            CFO and Director                 July 28, 2005
 -------------------------
 Arthur V. Johnson

 /s/ Keith Archie Hart            Chief Operating Officer          July 28, 2005
 -------------------------
 Keith Archie Hart

 /s/ Bruce Williamson             Director                         July 28, 2005
 -------------------------
 Bruce Williamson

 /s/ Dr. Wynand Goosen            Director                         July 28, 2005
 -------------------------
 Dr. Wynand Goosen

 /s/ Michael Godfrey Saner        Director                         July 28, 2005
 -------------------------
 Michael Godfrey Saner


                                      34