UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                 FORM 10-KSB/A

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

For the fiscal year ended March 31, 2004

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

For the transition period from n/a to n/a

                      Commission file number: 000-49810

                        Centurion Gold Holdings, Inc.
    ---------------------------------------------------------------------
                 (Name of small business issuer in its charter)

                Florida                          65-1129207
    ---------------------------------------------------------------------
    (State of incorporation)    (I.R.S. Employer Identification No.)

                                12 Main Reef Road
                           Primrose, South Africa 1401
              ----------------------------------------------------
                    (Address of principal executive offices)

                 Registrant's telephone number: +27(11)873-5315

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

                  Common Stock, par value $0.0001 per share
         --------------------------------------------------------
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months
(or for such shorter period that the registrant 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 registrant'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. [X]

The Company's revenues for the year ended March 31, 2004 were $74,702.00.

As of March 31, 2004, the aggregate market value of the voting stock
held by non-affiliates of the registrant (based on the price of $1.14
per share which was the last trading price of the common stock on July
8, 2004) was $12,606,975.

The number of shares of the registrant's common stock, par value
$0.0001 per share, outstanding as of June 21, 2004 was 49,063,750.

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

The Registrant, by this Form 10-KSB/A, amends the following:

Item 2, Description of Properties and Item 8A, Controls and Procedures. Besides
these changes, no other changes (except for changes to the signature page and
the certifications made by certain officers)have been made to the Form 10-KSB
for the fiscal year ended March 31, 2004. In addition, the remaining information
in this amended Form 10-KSB has not been changed or updated to reflect any
changes in information that may have occurred subsequent to the date of the
reporting period that this Form 10-KSB relates.

<PAGE>


PART I.

Item 1.  DESCRIPTION OF THE BUSINESS

GENERAL AND COMPANY HISTORY

     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.

     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 Company
(Proprietary) Limited. ("Omaruru").  The stockholders of Omaruru
received in the aggregate 20,700,000 post-split restricted shares of
the common stock of Centurion 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 one hundred
percent (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
Mine.        The stockholders of Desta and 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 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 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



<PAGE>

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 one hundred
percent (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 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 one hundred
percent (100%) of the issued and outstanding capital stock of
Glencairn Gold Mine (Proprietary) Limited ("Glencairn"), collectively
known as the Primrose Mine.  The stockholders of Glencairn received in
the aggregate 1,500,000 restricted shares of the common stock of
Centurion 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 of this report:

     Elandshoogte is still not operational. During November of 2003 we
applied for a new mining license to commence operations at



<PAGE>

Elandshoogte. During the review process, in May 2004, a new mining act
came into being in South Africa and we were told to re-apply under the
new act. This application has been submitted and we have been
told that it will take approximately 4 months to get the new mining
license, at which time we will commence operations.

     The contractors at the Sellies Mine have commenced putting up 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. The processed ore will be trucked to the Primrose Mine for
refining. This small plant has commenced operations.

     When we purchased the Chrome Mines, Spruitfontein and Marikana,
the contractors were busy with the mining operations. However they
defaulted on their first payment to Centurion so 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 September 2004.

     Centurion Gold acquired the Primrose mine on February 2, 2004 and
had increased gold production 15 fold by the end of June 2004.
Management was totally changed and a team put into place by Keith
Hart, a mining turnaround specialist brought into the Centurion team
by the Board of Directors. More importantly the critical break-even
cash operating cost levels have been achieved and in fact exceeded.
The gold plant has been refurbished and currently the underground
infrastructure is being improved upon to increase tonnages to 10,000
tons per month, within the second quarter. The increased tonnages will
increase the gold production threefold, from current levels. The
second shaft is currently being worked on and should be opened by the
end of August 2004.

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.  This will give them an advantage in
the marketplace.

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

EMPLOYEES

     As of the date of this prospectus we have 380 employees.   Of
these employees, 5 serve in management positions as full time
employees.  20 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.  We believe our
relationships with our employees are good.


<PAGE>

Item 2.  DESCRIPTION OF PROPERTIES

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

Mining Properties.

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.

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.


<PAGE>

MINING PROPERTY:  Sellies 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.




<PAGE>

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.

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.



<PAGE>

MINING PROPERTY:  Primrose 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 Centurion Gold, 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.


<PAGE>

Item 3.  LEGAL PROCEEDINGS

     We are not party to any legal proceedings as of the date of this report.


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

     None.


<PAGE>

PART II.

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

     As of June 30, 2004 there were approximately 4,260 holders of
record of Common Stock inclusive of those brokerage firms and/or
clearinghouses holding the Company's Common Stock in street name for
their clientele (with each such brokerage house and/or clearing house
being considered as one holder) and a total of 49,063,750 shares of
Common Stock issued and outstanding.

     Our shares of Common Stock commenced trading on the Over-The-
Counter Bulletin Board on March 24, 2003 under the symbol CGHI.

     The following table sets forth, for the periods indicated, the
range of high and low closing bid prices for our common stock through
March 31, 2004 for the periods noted, as reported by the National
Quotations Bureau and the Over-The-Counter Bulletin Board.  Quotations
reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not represent actual transactions.


                                Common Stock Closing Bid
                                ------------------------
        Fiscal Quarter End       Low             High
        ------------------      -----           -----
        June 30, 2003           $0.42           $1.32
        September 30, 2003      $1.05           $2.25
        December 31, 2003       $1.96           $3.75
        March 31, 2004          $2.15           $3.72


Dividends
----------

     We have never paid dividends and we intend to retain future
earnings to support our growth. Any payment of cash dividends in the
future will be dependent upon: the amount of funds legally available
therefore; our earnings; financial condition; capital requirements;
and other factors which the Board of Directors deems relevant.

<PAGE>

Recent Sales Of Unregistered Securities

     The following information is furnished with regard to all
securities sold by us within the past year that were not registered
under the Securities Act.  The issuances described hereunder were made
in reliance upon the exemptions from registration set forth in Section
4(2) of the Securities Act.  None of the foregoing transactions involved
a distribution or public offering.

<TABLE>
<CAPTION>

Date            Purchaser               Amount Paid     Amount of Stock   Asset Aquired
<S>             <C>                     <C>             <C>               <C>

June 20, 2003   Daros Trust             $2,158,650(a)   20,700,000        Elandshoogte Mine
Oct 31, 2003    Daros trust             $2,994,186(a)    5,000,000        Sellies Mine
Dec 31, 2003    Daros Trust             $  293,144(a)    6,250,000        Spruitfontein & Marikana
Dec 31, 2003    Taleen Trust            $  175,886(a)    3,750,000        Spruitfontein & Marikana
Jan 31, 2004    John Cockroft           $4,530,000(a)    1,500,000        Primrose Mine
Jan 31, 2004    Sandy Manasser          $  199,500(b)       70,000
Mar 28, 2004    Stern & Co              $  641,250(b)      225,000
Mar 28, 2004    Keith Hart              $1,425,000(b)      500,000
Mar 28, 2004    Brill Securities        $   28,500(b)       10,000


(a) Shares issued to acquire asset indicated and valued at amount shown as paid.
(b) Shares issued for consulting services value at amount shown as paid.

</TABLE>


<PAGE>

Item 6.  MANAGEMENT'S PLAN OF OPERATION


     The following is a discussion of our plan of operations and our
liquidity and capital resources.  To the extent that this discussion
contains statements that are not of a historical nature, these
statements are forward-looking statements, which involve risks and
uncertainties.  See "Special Note Regarding Forward-Looking
Statements".  The following should be read in conjunction with our
Consolidated Financial Statements and the related Notes included
elsewhere in this filing.

     During the next twelve months we will be initiating production at
the various mines we have acquired as well as continuing to seek
beneficial acquisition candidates.  The Sellies mine will start its
production in the month of July 2004 and will add positive cash flow
to Centurion.  Omaruru will also add positive cash flow once the
mining license is approved and the dump reclamation starts, which we
anticipate will occur within the next four months.  The chrome
contractors have finalized their plant and smelting facility and await
the new mining license for Investprops11 and Coinholders. None of
these entities currently cost us anything but with the agreements in
place will produce revenue streams for us in this fiscal year.

     Our cash balance as of June 30, 2004 was $52,735.60.
Additionally, we have signed an agreement and raised an additional
$625,000, which will be used for improvements to the plant and
underground facilities at Primrose.  To date we have received $120,000
of this amount.  This cash would allow us to continue operations for
eight months with no production or gold revenues.  The first phase of
the plant upgrade has been completed, and this has allowed continuous
mill feed to be achieved and a 15-fold increase in gold production
since we took over in February to the end of June 2004.  Cash flows in
June were positive for the first time since the February takeover.
With the development of the underground haulage system at Waverly
Shaft and the commissioning of the second mill at the plant all
underway, the opening up of Stanhope shaft and the Moss Rose shaft the
positive cash flow is expected to continue and improve in the next
quarter ending September with a two-fold increase in production from
15 kg of gold currently to 30 kg a month by the end of September. At
current gold prices, this will give us positive cash flow of  $145,000
per month as from the end of September.

     We are in the process of raising substantial funds from a private
equity investor.  Investment Bankers Brill Securities and Avalon
International Group have assisted us in identifying the investor and
contracts are currently being finalized for this transaction.  We
expect to close the transaction shortly after filing of our Form 10-
ksb, which is a condition precedent to the placement.

     The cash raised will be used for acquisitions, one of which the
due diligence and purchase agreements have been signed but is
dependent on our raising $16,000,000 to pay for the gold reclamation
plant and resource.  We believe this acquisition will increase our
revenues by  $24,000,000 annually and result in positive cash flow of
$7,500,000 annually.  We believe this will also give us
100% of the lowest cost producer of gold in the country and also the
market leaders in dump reclamation and rehabilitation.  We also
anticipate completing due diligence studies shortly for two other
potential acquisitions of producing mining entities.  We intend to
finance these acquisitions using a mixture of shares and cash. We will
concentrate on growth through acquisition for revenue producing
entities with shares and cash.

     Our employee levels will increase internally by 150 miners at
Primrose in the next quarter with no additional management needed.
Other increases in senior or junior employees will come about by
growth through acquisitions.

     With the assurance the Directors have of the sustainable cost
structures of the mines, together with the cash infusion of $625,000
to implement our business plan at Primrose to increase current
production and revenues, cash flow forecasts indicate self
sustainability of Centurion from internal cash and creditor repayments
all being met.  Liquidity will thus be on a sound footing and the
ability to continue as a going concern ensured.

Special Note Regarding Forward-Looking Statements
-------------------------------------------------

     The Private Securities Litigation Reform Act of 1995 (the "Reform
Act") provides a safe harbor for forward-looking statements made by or
on behalf of the Company.  The Company and its representatives may,
from time to time, make written or verbal forward-looking statements,
including statements contained in the Company's filings with the
Securities and Exchange Commission and in its reports to stockholders.
Generally, the inclusion of the words "believe", "expect", "intend",
"estimate", "anticipate", "will", and similar expressions identify
statements that constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 and that are intended to come
within the safe harbor protection provided by those sections.

     All statements addressing operating performance, events, or
developments that the Company expects or anticipates will occur in the
future, including statements relating to revenue growth, earnings or
earnings per share growth, and market share, as well as statements
expressing optimism or pessimism about future operating results (in
particular, statements under Part II, Item 6, Management's Plan of
Operations), contain forward-looking statements within the meaning of
the Reform Act.  The forward-looking statements are and will be based
upon management's then-current views and assumptions regarding future
events and operating performance, and are applicable only as of the
dates of such statements but there can be no assurance that the
statement of expectation or belief will result or be achieved or
accomplished.  In addition, the Company undertakes no obligation to
update or revise any forward-looking statements, whether as a result
of new information, future events, or otherwise.

     By their nature, all forward-looking statements involve risk and
uncertainties.  Actual results may differ materially from those
contemplated by the forward-looking statements for a number of
reasons, including but not limited: competitive prices pressures at
both the wholesale and retail levels, changes in market demand,
changing interest rates, adverse weather conditions that reduce sales
at distributors, the risk of assembly and manufacturing plant
shutdowns due to storms or other factors, the impact of marketing and
cost-management programs, and general economic, financial and business
conditions.


<PAGE>

Item 7.  FINANCIAL STATEMENTS

     The Financial Statements are included with this report
commencing on page F-1.


Item 8.  CHANGES IN ACCOUNTANTS 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., 1375 Gateway Blvd.
Circle, 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
are effective in reaching that level of reasonable assurance.

     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 effective. Subsequent to the date of
this evaluation, there has been no change in the Company's internal controls or
in other factors that could significantly affect these controls, and no
corrective actions taken with regard to significant deficiencies or material
weaknesses in such controls.



PART III.

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

Directors and Executive Officers



Name                           Age    Position                 Director Since
-----------------------------------------------------------------------------
Arthur Johnson                 68     CEO and Chairman              2003
Stephanus Cornelius Vercueil   48     Chief Financial Officer       2003
Andrew Dale Paul               42     Chief Operating Officer       2004
Bruce Williamson               51     Director                      2004


Arthur V. Johnson, CEO and Chairman
-----------------------------------

     Mr. Johnson has served the company as its Chief Executive Officer and
Chairman of the Board of Directors since May 2003. His
responsibilities are to take the company forward in an orderly fashion
by growth through acquisitions. His main thrust of acquisitions is
closely followed by his task of corporate governance and reporting of
the company.

     Mr. Johnson has 30 years experience in mining and was with Babcock
International and Skiet Mining as Director. His listing of his own
chrome asset into SA Chrome a public company make him an experienced
public officer well versed in the running of public entities like
Centurion. His leadership, acquisition and negotiating skills are well
demonstrated in the phenomenal growth of Centurion in the past year.

February 1998 to April 2003  Managing Director of Century Minerals (Pty)
                             Ltd., a   resource commodity trading house.
May 2003 to date             Full time at Centurion Gold Holdings, Inc as CEO.


Andrew Dale Paul, COO and Director
----------------------------------

     Mr. Paul, the founder of Centurion is the Chief Operating Officer and
responsible for the implementation of management structures and
controls for acquisition to ensure their profitability. Dale works on
acquisition structuring and management controls and uses a hands-on
approach to all the entities in their individual capacities. His main
task is to incorporate the new acquisitions expediently to fit in with
the corporate culture of, ruthless cost control, motivation, high
moral and efficiency to be followed by all levels of workers at
Centurion.

     Mr. Paul has owned and run many of his own companies in the past and
worked for multinationals like ICI. His exposure to world markets and
multifaceted trading in Africa make him a seasoned entrepreneur and
his five years in mining give him the experience to take Centurion
forward with its strategies.

October 1989 to March 2000    Managing Director of Trizon Chemicals (Pty)
                              Ltd., an agricultural and mining chemical
                              trading operation.
April 2001 to December2003    Managing Director of Investpro Holdings
                              (Pty) Ltd., a mining investment company.
January 2004 to March 2004    Consulting for Investpro Commodities
April 2004 to current         Joined Centurion full time as Chief Operating
                              Officer


Bruce Williamson, Director
--------------------------

     Mr. Williamson joined Centurion as a Director on
April 2, 2004 and chairs the funding and finance committee for
Centurion and will be responsible for financial structuring and
controls. The financial officers will report directly to him.

     Mr. Williamson has been in the gold industry for some 20 years and was
with Gold Fields (the fourth biggest gold mine in the world) for seven
years on the financial analysis side. He 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 and mining
finance is an essential element in the growth strategy of Centurion.

January 1998 to June 2002   Corporate Finance Manager, mining division,
                            at ABN Amro Securities.
June 2002 to June 2004      Mining consultant to OTR Mining Limited, a
                            small mine holding company.


Stephanus Cornelius Vercueil, Chief Financial Officer and Director
------------------------------------------------------------------

     Mr. Vercueil is a lawyer and is a non-executive director of Centurion.
He runs his own legal practice in Arcadia, South Africa and has done
so since May 1998.


<PAGE>

Directors' Remuneration
-----------------------

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


Item 10. EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table sets forth the total compensation paid to or
accrued for the year ended March 31, 2004 to our President and our
only other employee to receive in excess of $100,000 in compensation.

Annual Compensation
<TABLE>
<CAPTION>


Name and                                                Other       Restricted     Securities                     All
Principal Position                                      Annual         Stock       Underlying      LTIP          Other
                         Year    Salary     Bonus     Compensation     Awards      Options        Payouts    Compensations
------------------       ----    ------     -----     ------------  ----------     -----------    -------    -------------
<S>                      <C>     <C>        <C>       <C>           <C>            <C>            <C>        <C>

Arthur Johnson, CEO      2004(1)  $22,498    0         0             0              0              0          0

Keith Hart, Mine manager 2004(2)  $0         0         0             $1,425,000     0              0          0

Jim Dodrill, President   2004(3)  $0         0         0             0              0              0          0

(1)         Mr. Johnson became our CEO in June of 2003.
(2)         Mr. Hart became the mine manager at Primrose in March 2004.
(3)         Mr. Dodrill served as our President through June 2003.

</TABLE>

Stock Option Grants in the past fiscal year

     We have not issued any grants of stock options in the past fiscal year.


Employment Agreements

We have entered into employment agreements with our executives as follows:

     We have entered into an employment agreement with Arthur Johnson for
Mr. Johnson to serve 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 the company.

     We have entered into an employment agreement with Andrew Dale
Paul for Mr. Paul to serve 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 the company.

     We have entered into an employment agreement with Keith
Archie Hart for Mr. Hart to serve as our Mine Manager of our Primrose
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 the company.

<PAGE>

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial
ownership of our common stock as of the date of this report by (i)
those shareholders known to be the beneficial owners of more than five
percent of the voting power of our outstanding capital stock, (ii)
each director, and (iii) all executive officers and directors as a
group:

Name and Address of                       Number of               Percent
Beneficial Owner                         Shares Owned              Owned
--------------------------              -------------           -----------

Daros Trust                             28,200,000              57.48%
46 21st Street
Parkhurst, 2193
Johannesburg
South Africa

Andrew Dale Paul(1)                     28,200,000              57.48%

Arthur Johnson                             500,000               1.01%

Stephanus Cornelius Vercueil               250,000                .51%


Bruce Williamson                                 0                  0%

All officers and directors
as a group (4 persons)                  28,950,000(2)            59.0%

1)          Andrew Dale Paul (COO and director) is a 20% beneficiary of the
Daros Trust.  We have included for purposes of this report all
shares held by Daros Trust.

2)          Includes all shares held by Daros Trust.


<PAGE>

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The following transactions were all concluded with the Daros
Trust of which Andrew Dale Paul (director and the Chief Operating
Officer of Centurion) is a 20% beneficiary.

     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, Ltd.
("Omaruru").  The stockholders of Omaruru received in the aggregate
20,700,000 (post-split) restricted shares of the common stock of
Centurion 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 one hundred
percent (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
Mine.        The stockholders of Desta and 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 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 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 one hundred
percent (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 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.

     We have received loans in a total principal amount of
$878,547 from entities which Dale Paul, our Chief Executive Officer or
his family are controlling shareholders.  As described in the Notes
to our financial statemetns, these loans are payable on demand, accrue
4% compound interest per annum and are unsecured.





<PAGE>

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)         Exhibits

10.2        Employment Agreement with Arthur Johnson
10.3        Employment Agreement with Andrew Dale Paul
10.4        Employment Agreement with Keith Archie Hart

(b)         The Company filed a report on Form 8-K on March 9, 2004, which
included a report on Item 2 and Item 7.  The Form reported the
acquisition of one hundred percent (100%) of the issued and
outstanding capital stock of Desta Transport Services (Proprietary)
Limited , Area 9B Property (Proprietary) Limited and Odzi Properties
(Proprietary) Limited, collectively known as the Sellies Mine.  The
report also included the financial statements for such properties as
an exhibit to the report.



Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

            The Company paid audit fees to its independent certified public
accountant, Webb & Company, P.A. in the amount of $30,604 for the period
from April 17, 2003 (inception) through March 31, 2004.  There were no
fees paid to the independent certified public accountant for tax and other
services for these periods.


<PAGE>








                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004


<PAGE>



                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES



                                   CONTENTS
                                   --------

PAGE   1       INDEPENDENT AUDITORS' REPORT

PAGE   2       CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2004

PAGE   3       CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIOD
               FROM APRIL 17, 2003 (INCEPTION) TO MARCH 31, 2004

PAGE   4       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR
               THE PERIOD FROM APRIL 17, 2003 (INCEPTION) TO
               MARCH 31, 2004

PAGES 5 - 6    CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD
               FROM APRIL 17, 2003 (INCEPTION) TO MARCH 31, 2004

PAGES 7 - 19   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<PAGE>

                         INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
Centurion Gold Holdings and Subsidiaries

We have audited the accompanying consolidated balance sheet of
Centurion Gold Holdings and subsidiaries as of March 31, 2004,
and the related consolidated statements of operations, changes in
stockholders' equity and cash flows 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 audit.

We conducted our audit 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 audit
provides 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 and subsidiaries as of March 31, 2004
and the results of its operations and its cash flows 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 financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 12
to the financial statements, the Company has a net loss from
operations of $2,534,578, has a negative cash flow from operations of
$603,640 and a working capital deficiency of $2,607,688.  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 12.  The accompanying financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.



WEBB & COMPANY, P.A.

/s/ Webb & Company, P.A.
------------------------
Boynton Beach, Florida
July 2, 2004


<PAGE>


                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET
                             AS OF MARCH 31, 2004





                                    ASSETS
                                    ------

CURRENT ASSETS
 Cash                                                         $    27,303
 Accounts receivable, net                                           2,128
 Inventories, net                                                   6,832
 Prepaid expenses                                                   2,681
                                                             -------------
Total Current Assets                                               38,944


MINING PROPERTY AND EQUIPMENT, NET                              4,510,032


OTHER ASSETS
 Intangible mining rights, net                                  7,615,952
 Other receivables                                                 25,855
 Deposits                                                             554
                                                             -------------
   Total Other Assets                                           7,642,361
                                                             -------------
TOTAL ASSETS                                                  $12,191,337
                                                             =============

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------


CURRENT LIABILITIES
 Accounts payable                                             $   376,774
 Accrued expenses                                               1,110,391
 Loans and notes payable - related parties                      1,159,467
                                                             -------------

TOTAL CURRENT LIABILITIES                                       2,646,632

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, 49,063,750 shares issued and outstanding              4,906
 Additional paid-in capital                                    12,450,910
 Accumulated deficit                                           (2,537,594)
 Accumulated other comprehensive loss                             (27,527)
                                                             -------------
                                                                9,890,695
 Less: deferred consulting services                              (345,990)
Total Stockholders' Equity                                   -------------
                                                                9,544,705
                                                             -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $12,191,337
                                                             =============

      See accompanying notes to consolidated financial statements.


                                       2

<PAGE>

                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE PERIOD FROM APRIL 17, 2003 (INCEPTION) TO MARCH 31, 2004



REVENUES                                                      $    74,702

MINE COSTS AND EXPENSES
 Mining expense                                                   199,656
 Project development                                               61,511
                                                             -------------
 Total Mine Costs and Expenses                                    261,167
                                                             -------------

GROSS LOSS                                                       (186,465)


OPERATING EXPENSES
 Stock compensation                                             1,948,710
 General and administrative expense                               399,403
                                                             -------------
Total Operating Expenses                                        2,348,113
                                                             -------------
LOSS FROM OPERATIONS                                           (2,534,578)


OTHER INCOME (EXPENSE)
 Interest income                                                        5
 Other income                                                       3,899
 Interest expense                                                  (6,920)
                                                             -------------
Total Other Income (Expense)                                       (3,016)
                                                             -------------


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

PROVISION FOR INCOME TAXES                                           -
                                                             -------------
NET LOSS                                                       (2,537,594)

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

COMPREHENSIVE LOSS                                            $(2,565,121)
                                                             =============

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

Weighted average number of shares
 outstanding - basic and diluted                               35,914,768
                                                             =============



        See accompanying notes to consolidated financial statements.


                                       3


<PAGE>


                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
       FOR THE PERIOD FROM APRIL 17, 2003 (INCEPTION) TO MARCH 31, 2004

<TABLE>
<CAPTION>
                                                                                          Acumulated
                                                              Additional                    Other          Deferred
                       Preferred Stock     Common Stock       Paid-In      Accumulated    Comprehensive    Consulting
                     Shares     Amount   Shares      Amount   Capital       Deficit         Loss           Services
Total
                    --------   -------- ----------- --------  -----------  -----------    -------------   -----------
------------
<S>                  <C>       <C>       <C>         <C>      <C>           <C>           <C>             <C>         <C>
Stock issued to
founders for
mining equipment        -       $    -   20,700,000  $2,070   $ 2,156,580   $     -        $     -         $    -     $
2,158,650

Stock issued in
reverse merger for
net assets              -            -   11,058,750   1,106         7,964         -              -
-           9,070

Stock issued for
acquisition to
related party           -            -    5,000,000     500     2,993,850         -              -              -
2,994,350

Stock issued for
acquisition to
related party           -            -   10,000,000   1,000       468,046         -              -              -
469,046

Stock issued for
acquisition             -            -    1,500,000     150     4,529,850         -              -              -
4,530,000

Stock issued to
consultants             -            -      805,000      80     2,294,620         -              -          (345,990)
1,948,710

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

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

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

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

BALANCE,
 MARCH 31, 2004         -      $     -   49,063,750  $4,906   $12,450,910   $(2,537,594)   $  (27,527)    $ (345,990) $
9,544,705
                    --------   -------- ----------- --------  -----------  -----------    -------------   -----------
============



</TABLE>

             See accompanying notes to consolidated financial statements.


                                       4



<PAGE>


                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
       FOR THE PERIOD FROM APRIL 17, 2003 (INCEPTION) TO MARCH 31, 2004


CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                    $ (2,537,594)
 Adjustments to reconcile net loss to net cash used in
  operating activities:
   Depreciation                                                    43,961
   Stock issued for services                                    1,948,710
 Changes in operating assets and liabilities:
   Accounts receivable                                              3,324
   Prepaid expenses                                                (2,681)
   Inventories                                                     (1,140)
   Other receivable                                                (2,549)
   Deposits                                                          (554)
   Accounts payable                                               (38,588)
   Accrued expenses                                               (16,529)
                                                             -------------
      Net Cash Used In Operating Activities                      (603,640)
                                                             -------------


CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                              (510,067)
                                                             -------------
      Net Cash Used In Investing Activities                      (510,067)
                                                             -------------


CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from loans and notes payable - related party          1,164,181
 Payments on loans payable - related party                         (4,714)
 Proceeds from reverse merger                                       9,070
                                                             -------------
      Net Cash Provided By Financing Activities                 1,168,537
                                                             -------------

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

NET INCREASE IN CASH                                               27,303

CASH - BEGINNING OF PERIOD                                           -
                                                             -------------

CASH - END OF PERIOD                                         $     27,303
--------------------                                         =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest                                       $        697
                                                             =============

Cash paid for income taxes                                   $       -
                                                             =============


             See accompanying notes to consolidated financial statements.


                                        5

<PAGE>



                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
       FOR THE PERIOD FROM APRIL 17, 2003 (INCEPTION) TO MARCH 31, 2004


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.


             See accompanying notes to consolidated financial statements.


                                        6

<PAGE>




                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004



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.



                                       7

<PAGE>


                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004



(B) Principles of Consolidation
-------------------------------

The 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.

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 Properties and Equipment
-------------------------------------------------

Mining equipment and other 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.

(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

                                       8

<PAGE>


                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004



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.

(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, 2004, 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, 2004, the Company had
capitalized $7,615,952 related to the mineral rights.  The
mineral rights will be amortized using the units-of-
production method once production at the projects 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.


                                       9

<PAGE>


                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004


(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 2004, 100% of the Company's revenues were derived from
one mine located in South Africa.  In addition, all 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.

NOTE 2      INVENTORIES
-------------------

The components of inventory at March 31, 2004 are:

Gold bullion          $      6,832
                       ===========

NOTE 3      PROPERTY AND EQUIPMENT
------------------------------


The components of property and equipment at March 31, 2004
are shown below:


                                       10


<PAGE>

                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004



Land                                $    66,177
Plant and equipment                   4,487,816
                                    ------------
                                      4,553,993
Less: accumulated depreciation           43,961
                                    ------------
                                    $ 4,510,032
                                    ============

Depreciation expense for the period from April 17, 2003
(inception) to March 31, 2004 was $43,961.

NOTE 4      ACQUISITION OF MINING COMPANIES
---------------------------------------

On October 8, 2003, Centurion Gold Holdings, Inc. acquired
100% of the outstanding stock in three mining companies
controlled by a stockholder of Centurion Gold Holdings, Inc.
The companies control the operations of the Sellies Gold Mine
located in Gauteng, South Africa.  The Company has accounted
for the transaction as a combination of entities under common
control and accordingly, recorded the acquisition at
historical cost (See Notes 6 and 8(C)).

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

Land                        $    35,917
Mining rights                 2,958,269
Other assets                        164
                            ------------
Total purchase price        $ 2,994,350
                            ============

On December 31, 2003, Centurion Gold Holdings, Inc. acquired
100% of the outstanding stock in two mining companies
controlled by a stockholder of Centurion Gold Holdings, Inc.
The companies control the operations of the Spruitfontein and
Marikana mines located in Rustenburg, South Africa.  The
Company has accounted for the transaction as a combination of
entities under common control and accordingly, recorded the
acquisition at historical cost (See Notes 6 and 8(C)).

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

Land                        $    30,260
Mining rights                   438,770
Other assets                         16
                            ------------
Total purchase price        $   469,046
                            ============


                                       11

<PAGE>

                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004


On February 2, 2004, the Company acquired 100% of the shares
of JC Goldmine through a share purchase agreement.  JC
Goldmine is located in Primrose, South Africa.  The
acquisition has been accounted for using the purchase method
of accounting, and the operating results of JC Goldmine have
been included in the Company's consolidated financial
statements from the date of acquisition.

The total purchase price of the acquisition was $5,030,000.
The purchase price consisted of cash of $500,000 and
1,500,000 restricted shares issued to the stockholder with a
fair value of $4,530,000 (See Notes 6 and 8(C)).

The Company has allocated the purchase price to the assets
acquired and liabilities assumed based on the estimated fair
values as follows:

Current assets                           $    34,450
Property, plant and equipment              2,318,919
Mining rights                              4,218,913
Current liabilities                        1,542,282
                                         ------------
Total purchase price                     $ 5,030,000
                                         ============

The results of operations of JC Goldmine have been included
in the Company's consolidated statement of operations since
the completion of the acquisition on February 2, 2004.  The
following unaudited pro forma information presents a summary
of the results of operations of the Company assuming the
acquisition of JC Goldmine occurred at the beginning of the
period presented:

                                         For the Period
                                              Ended
                                         March 31,2004
                                          (Unaudited)
                                         --------------

Net revenues                             $ 1,480,080
Net loss                                 $(3,242,577)
Basic and diluted net loss per share     $     (0.09)


NOTE 5      LOANS AND NOTES PAYABLE - RELATED PARTIES
-------------------------------------------------

Loans and notes payable - related parties during the period
ended March 31, 2004 are summarized as follows:

Note payable to stockholder trust, payable
on demand, 4% compound interest per annum,
unsecured                                       $   70,935

Note payable to stockholder trust, payable
on demand, 4% compound interest per annum,
unsecured                                           40,749


                                       12

<PAGE>


                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004



Note payable to stockholder trust, payable
on demand, 4% compound interest per annum,
unsecured                                          166,863

Note payable to stockholder trust, payable
on demand, 4% compound interest per annum,
unsecured                                          600,000

Stockholder loan, payable on demand, non-
interest bearing, unsecured (See Note 7(B))        280,920
                                                -----------
                                                 1,159,467
Less: current portion                            1,159,467
                                                -----------

Notes payable - related parties, net of
current portion                                 $     -
                                                ===========

NOTE 6      RELATED PARTY TRANSACTIONS
----------------------------------

See Notes 4, 5 and 8.


NOTE 7      COMMITMENTS AND CONTINGENCIES
-------------------------------------

(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 2004.

(B) Lawsuits
------------

As of March 31, 2004, 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, 2004 to offset any amounts due as a
result of these lawsuits.  At March 31, 2004, 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.

                                       13

<PAGE>



                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004



(C) Operating Lease
-------------------

The Company leases its facility under a non-cancelable lease
agreement expiring in September 2004.  Rent expense for the
period ended March 31, 2004 was $3,016.

Future minimum annual lease payments required under the
operating lease are approximately $1,500 for the year ending
March 31, 2005.

(D) Consulting Agreements
-------------------------

During December 2004, 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 (See Note 8(D)).

NOTE 8      STOCKHOLDERS' EQUITY
----------------------------

(A) 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.

(B) Common Stock Issued in Reverse Merger
-----------------------------------------

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 (See Note 2).

(C) 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 (See Notes 5 and 7).

                                       14

<PAGE>



                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004


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 (See Note 5).

(D) 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, 2004, the
Company has recorded $25,365 as the value of deferred
consulting services.

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 the value of
deferred consulting services.

(F) 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.

                                       15


<PAGE>


                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004


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.

NOTE 10     INCOME TAXES
--------------------

Income tax expense (benefit) for the period ended March 31,
2004 is summarized as follows:

Current:
 Federal                          $       -
 State                                    -
 Deferred - Federal and State             -
                                  -----------
Income tax expense (benefit)      $       -
                                  ===========

The Company's tax expense differs from the "expected" tax
expense for the period ended March 31, 2004 as follows:


U.S. Federal income tax expense (benefit)           $  (862,782)
Effect on net operating loss carryforward               862,782
                                                    ------------
                                                    $      -
                                                    ============

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

                                       16

<PAGE>


                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004





Deferred tax assets:
Net operating loss carryforward                     $   862,782
                                                    ------------
 Total gross deferred tax assets                        862,782
Less valuation allowance                               (862,782)
                                                    ------------

Net deferred tax assets                             $      -
                                                    ============


At March 31, 2004, the Company had a net operating loss
carryforward of approximately $2,537,000 for U.S. Federal
income tax purposes available to offset future taxable income
expiring through 2028.  The net change in the valuation
allowance during the period ended March 31, 2004 was an
increase of $862,782.

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     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., and Investpro
Prop II 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:



                                   Primrose         Other          Total

2004
----
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




NOTE 12     GOING CONCERN
---------------------

As reflected in the accompanying financial statements, the
Company has a net loss from operations of $2,534,578, has a
negative cash flow from operations of $603,688, and a working
capital deficiency of $2,607,688.  These factors raise
substantial doubt about its ability to continue as a going

                                       17

<PAGE>


                CENTURION GOLD HOLDINGS, INC. AND SUBSIDIARIES
                  NOTES TO CONSOIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2004


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.

The Company has reduced operating costs and received a commitment
for working capital of $625,000 from stockholders.  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 13     SUBSEQUENT EVENTS
-------------------------

(A) 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.

(B) Stock Issued for Services
-----------------------------

During June 2004, the Company issued 10,000 shares to
two employees for services related to the Primrose
mine.

(C) Notes Payable - Related Party
---------------------------------

During June 2004, the Company received a note payable
of $625,000 from a stockholder and officer at an
interest rate of 10%, due on June 30, 2005 and
unsecured.



(D) Loans Payable - Related Party
---------------------------------

During June 2004, the Company received loans payable to $64,268
from a stockholder and officer at an interest rate of 4%, due
on demand and unsecured.

(E) Letter of Intent
--------------------

During June 2004, the Company entered into a letter of intent to purchase
an operating golf mine in Sourth Africa for approximately $16,000,000.
The closing is dependant on the Company completing its due diligence
and obtaining funding.  The letter of intent stipulates that the closing
must occur prior to July 29, 2004 unless extended by both parties.


                                       18


<PAGE>

Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on December 17, 2004.

                CENTURION GOLD HOLDINGS, INC.


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


In accordance with the requirements of the Exchange Act, this
report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on December 17, 2004.

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


/s/  Arthur V. Johnson               Chief Financial Officer,
--------------------------------     Principal Financial Officer, Principal
     Arthur V. Johnson               Accounting Officer and Director


/s/ Keith Archie Hart                Chief Operating Officer
--------------------------------     and Director
    Keith Archie Hart


/s/ Bruce Williamson                 Director
--------------------------------
    Bruce Williamson


/s/ Michael Godfrey Saner            Director
--------------------------------
    Michael Godfrey Saner


/s/ Dr. Wynand Goosen                Director
--------------------------------
    Dr. Wynand Goosen