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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-KSB/A-1



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(Mark One)

|x | Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------



For the fiscal year ended June 30, 2005



or



| ̈ | Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------



For the transition period from  to



000-50096

(Commission File No.)



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COUGAR HOLDINGS INC.

(Name of Small Business Issuer in Its Charter)



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|                                                              |  |                                     
|------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                        |  | 30-0135720                          
|(State or other jurisdiction of incorporation or organization |  | (I.R.S. Employer Identification No.)



10 Gongnong Rd

Qiaokou District

Wuhan 430035, PRC

(Address of principal executive offices)



Issuers Telephone Number, including area code: (027) 8386-6860



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Securities registered under Section 12(b)

of the Securities Exchange Act of 1934:



None



Securities registered under Section 12(g)

of the Securities Exchange Act of 1934:



Common Stock, $0.001 par value per share



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Check whether the issuer: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 herein, and no disclosure will be contained, to the best of the issuers knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). ̈



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



Transitional Small Business Disclosure
Format:    Yes ̈No  x



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TABLE OF CONTENTS



|         |  |                                                                                                                 |  |     
|-------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                                 |  | Page
|         |  | PART I                                                                                                          |  |     
|         |  |                                                                                                                
|ITEM 1.  |  | DESCRIPTION OF BUSINESS                                                                                         |  | 2   
|ITEM 2.  |  | DESCRIPTION OF PROPERTY                                                                                         |  | 2   
|ITEM 3.  |  | LEGAL PROCEEDINGS                                                                                               |  | 2   
|ITEM 4.  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                             |  | 2   
|         |  |                                                                                                                
|         |  | PART II                                                                                                         |  |     
|         |  |                                                                                                                
|ITEM 5.  |  | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                        |  | 2   
|ITEM 6.  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                           |  | 2   
|ITEM 7.  |  | FINANCIAL STATEMENTS                                                                                            |  | 2   
|ITEM 8.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                            |  | 2   
|ITEM 8A. |  | CONTROLS AND PROCEDURES                                                                                         |  | 2   
|         |  |                                                                                                                
|         |  | PART III                                                                                                        |  |     
|         |  |                                                                                                                
|ITEM 9.  |  | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT |  | 3   
|ITEM 10. |  | EXECUTIVE COMPENSATION                                                                                          |  | 4   
|ITEM 11. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                  |  | 7   
|ITEM 12. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                  |  | 8   
|ITEM 13. |  | EXHIBITS AND REPORTS ON FORM 8-K                                                                                |  | 9   
|ITEM 14. |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                          |  | 10  



EXPLANATORY NOTE:



This Annual Report on Form 10-KSB/A-1 has been filed by the issuer to
amend the Annual Report on Form 10-KSB filed by the issuer on October 13, 2005 to include the information required to be disclosed by Items 9-14 of Part III of Form 10-KSB.



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##### Table of Contents

Forward Looking Statements



This annual report contains certain forward-looking statements. These statements are made under the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include
those listed under Business  Risk Factors. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expect, intend,
plan, anticipate, believe, estimate, predict, potential, continue or the negative of these terms or other comparable terminology. A variety of factors, some of which
are outside of our control, may cause our operating results to fluctuate significantly. They include:



| |  |  | changes in our operating costs and capital expenditures;
| | - |  | --------------------------------------------------------



| |  |  | increased competition;
| | - |  | ----------------------



| |  |  | changes in our regulatory environment;
| | - |  | --------------------------------------



| |  |  | changes in our management team and other key personnel; and
| | - |  | -----------------------------------------------------------



| |  |  | fluctuations in general economic conditions.
| | - |  | --------------------------------------------



One or more of these factors could materially and adversely affect our operating results and financial condition in future periods. We cannot assure you
that we will attain any estimates or maintain profitability or that the assumptions on which they are based are reliable.



Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise after the date of this annual report. All forward-looking statements contained in this annual report are qualified by reference to this cautionary statement.



Additional Information



We are subject to the informational requirements of the Exchange Act and, in accordance with the rules and regulations of the Securities and Exchange
Commission, we file reports, proxy statements and other information. You may inspect such reports, proxy statements and other information at public reference facilities of the Commission at Judiciary Plaza, 450 Fifth Street N.W., Washington D.C.
20549; Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 5670 Wilshire Boulevard, Los Angeles, California 90036. Copies of such material can be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549, at prescribed rates. For further information, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding reporting companies at
http://www.sec.gov or call (800) SEC-0330.



You may find
us on the Web at www.chinaorganic.com. We do not intend to incorporate by reference any information contained on our website into this Form 10-KSB, and you should not consider information contained on our website as part of this Form 10-KSB.



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##### Table of Contents

PART I



ITEM 1. DESCRIPTION OF BUSINESS



The information required by this item was previously filed on our Annual Report on Form 10-KSB on October 13, 2005.



ITEM 2. DESCRIPTION OF PROPERTY



The information required by this item was previously filed on our Annual Report on Form 10-KSB on October 13, 2005.



ITEM 3. LEGAL PROCEEDINGS



The
information required by this item was previously filed on our Annual Report on Form 10-KSB on October 13, 2005.



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



The information required by this item was previously filed on our Annual Report on Form 10-KSB on October 13, 2005.



PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



The information required by this item was previously filed on our Annual Report on Form 10-KSB on October 13, 2005.



ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The information required by this item was previously filed on our Annual Report on Form 10-KSB on October 13, 2005.



ITEM 7. FINANCIAL STATEMENTS



The
information required by this item was previously filed on our Annual Report on Form 10-KSB on October 13, 2005.



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



The information required by this item was previously filed on our Annual Report on Form 10-KSB on October 13, 2005.



ITEM 8A. CONTROLS AND PROCEDURES



The information required by this item was previously filed on our Annual Report on Form 10-KSB on October 13, 2005.



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PART III



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



Executive Officers and Directors



Our executive officers are appointed by, and serve at the designation of, the Board of Directors. All of our executive officers are employed on a
full-time basis. No family relationship exists between any of our executive officers or directors. Our executive officers, together with their respective ages and certain biographical information, are as set forth below.



|             |  |     |  |                                     
|------------ |  | --- |  | ------------------------------------
|NAME         |  | AGE |  | POSITION                            
|Yuankun Gao  |  | 47  |  | Chairman of the Board and President 
|Hongdun Zhou |  | 57  |  | Chief Executive Officer and Director
|Huajun Yu    |  | 41  |  | Chief Financial Officer and Director
|Limin Chen   |  | 50  |  | Chief Operating Officer and Director
|Guangyuan Hu |  | 50  |  | Secretary                           



Yuankun Gao,
Chairman of the Board and President. Mr. Gao has been the President of Cougar Holdings since August 2005 and a director since June 2005. He was appointed Chairman of the board in August 2005. Mr. Gao has been the Chairman of the
Board of Directors and the President of Linuo Group Co. Limited, a companies group engaged in multi-business operations in China since 1992. He is also the owner of Wuhan Linuo Investment Co. Limited which is a major shareholder of Wuhan Youji
Industries Co. Limited. Mr. Gao began his career in 1981 as a marketing manager at Shandong Yinan Industries Supply and Marketing Corporation after obtaining his master degree from business school of Shandong University. From 1986 to 1992
he worked as the managing director of Shandong Lunan Medical Glass General Corporation. From 1992 to 1994 he worked as the deputy chief of Shandong Institute of Medical Machinery Research. Mr. Gao is also the Chairman of Shandong Jinan
Association of Industrial and Commercial Enterprises, Vice Chairman of Jinan Committee of Political Consultative Conference, and the Chairman of Shandong Union of Private Enterprises.



Hongdun Zhou, Chief Executive Officer and Director. Mr. Zhou has been our Chief Executive Officer of
Cougar Holdings since August 2005 and a director since June 2005. He was appointed Vice-Chairman of the board in August 2005. Mr. Zhou has been the President and Managing Director of Wuhan Youji Industries Co. Limited (Wuhan Youji)
since 1994, a director Wuhan Youjis majority-owned subsidiary, Wuhan Youji Import & Export Co., since September 2001, and a director of the Registrant since July 2005. Mr. Zhou began his career in 1968 as a technical staff
member at Wuhan Youji Hecheng Chemical Plant (presently known as Wuhan Youji Industries Co. Limited) after graduating from college. Subsequently, he has held the positions of Deputy Manager and Director at Wuhan Youji Hecheng Chemical Plant.
Mr. Zhou has been recognized as a Most Outstanding Entrepreneur in Hubei Province four times. He is also a representative of Peoples Congress of both the Qiaokou District of Wuhan and the City of Wuhan.



Huajun Yu, Chief Financial Officer and Director. Mr. Yu
has been the Chief Financial Officer and a director of Cougar Holdings since August 2005. Mr. Yu has substantial experience in financial



3



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##### Table of Contents

management of large and medium sized enterprises, including project financing, budgeting, and internal auditing. From
June 2002 to August 2005, Mr. Yu served as the Chief Financial Officer of Linuo Group Co., Ltd. From June 2002 to August 2005, he served as the General Manager of Financing Department of China Gaoke Stock Co., Ltd. From June 2002 to August
2005, he served as the General Manager of Financing Department of Hainan Haiguo Investment Group Co.



Limin Chen, Chief Operating Officer and Director. Mr. Chen has been the Chief Operating Officer and a director of Cougar Holdings since
August 2005. Mr. Chen has been our Senior Engineer and a vice president and director of Wuhan Youji since 1994.



Guangyuan Hu, Secretary. Mr. Hu has been the Secretary of Cougar Holdings since August 2005. Mr. Hu has served as the corporate
secretary and a director of Wuhan Youji since November 2003 and has been the President of Wuhan Linuo Investment Co. Limited since July 2003. Mr Hu has substantial experience in financing and financial management and control of a company. Serving as
a credit manager of Standard Chartered Bank and Construction Bank of China for about 10 years, Mr. Hu is also experienced in banking management, project financing and investment.



Code of Conduct



Cougar Holdings adopted a Code of Ethics that applies to our executive officers and directors. We will provide, without charge, a copy of the Code of
Ethics on the written request of any person addressed to us at, Cougar Holdings Inc., 10 Gongnong Rd, Qiaokou District, Wuhan 430035, PRC.



Audit Committee Financial Expert



Currently, our entire board acts as our audit committee. Our board presently does not include any member who qualifies as an audit committee
financial expert as defined in Item 401(e)(2)(i)(A) of Regulation S-B.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors and holders of more than 10% of our common stock to file reports of initial ownership, ownership and changes in ownership
of the common stock with the Securities and Exchange Commission within certain time periods and to furnish us with copies of all such reports. Based solely on our review of copies of such reports furnished to us or on the written, we believe that
during the fiscal year ended June 30, 2005, the following persons filed the following reports late or failed to file:



|               |  |               |  |               
|-------------- |  | ------------- |  | --------------
|Name and Title |  | Form          |  | Transaction   
|Terry G. Cook  |  | Three Form 4s |  | Filed late    
|Cam Dagleish   |  | One Form 4    |  | Failed to file



ITEM 10. EXECUTIVE COMPENSATION



The following table shows compensation earned during fiscal years ended June 30, 2005, 2004 and 2003 by Cougar Holdings, Inc.s president. During fiscal years ended 2005, 2004 and 2003, no director, officer or employee received or
accrued any compensation in cash or otherwise of $100,000 or more.



4



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Summary Compensation Table  Cougar Holdings



|                            |  |                     |  |        |        |       |         |     |                          |   |         |                        |  |                             |  |             |  |                        |  |  
|--------------------------- |  | ------------------- |  | ------ | ------ | ----- | ------- | --- | ------------------------ | - | ------- | ---------------------- |  | --------------------------- |  | ----------- |  | ---------------------- |  | -
|                            |  |                     |  |        |        |       |         |     |                          |   |         | Long Term Compensation
|                            |  | Annual Compensation |  |        | Awards |       | Payouts
|Name and Principal Position |  | Year                |  | Salary |        | Bonus |         |     | Other AnnualCompensation |   |         | RestrictedStockAwards  |  | SecuritiesUnderlyingOptions |  | LTIPPayouts |  | All Other Compensation
|Terry G. Cook               |  | 2005                |  | 0      |        | $     | 8,000   | (2) |                          |   | 0       |                        |  | 0                           |  | 0           |  | 0                      |  | 0
|President(1)                |  | 2004                |  | 0      |        |       | 0       |     |                          |   | 0       |                        |  | 0                           |  | 0           |  | 0                      |  | 0
|                            |  | 2003                |  | 0      |        |       | 0       |     |                          | $ | (48,000 | )(3)                   |  | 0                           |  | 0           |  | 0                      |  | 0

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|(1) | Mr. Cook resigned as President and a director on July 1, 2005.
|--- | --------------------------------------------------------------

|(2) | In October 2004, Mr. Cook received 400,000 shares of common stock for consulting services valued at $8,000.
|--- | -----------------------------------------------------------------------------------------------------------

|(3) | Hudson Capital Corporation had accrued compensation of $48,000 from Cougar Holdings for management and administrative services since Cougars inception on June 2, 1999
until June 30, 2001. On June 30, 2003 Hudson reversed all charges for management and administrative services for the above period. Mr. Terry G. Cook is the President and controlling shareholder of Hudson Capital
Corporation. The accrued management and administrative fees were never paid to Hudson and were outstanding until they were reversed on June 30, 2003 by Hudson Capital Corporation.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table shows compensation earned during fiscal years ended
December 31, 2004, 2003 and 2002 by Wuhan Youjis chief executive officer and four highest paid officers. None of our officers made at least $100,000 during the past fiscal year.



Summary Compensation Table  Wuhan Youji



|                            |  |                     |  |        |        |       |         |                          |   |       |                        |  |                             |  |             |  |                        |  |  
|--------------------------- |  | ------------------- |  | ------ | ------ | ----- | ------- | ------------------------ | - | ----- | ---------------------- |  | --------------------------- |  | ----------- |  | ---------------------- |  | -
|                            |  |                     |  |        |        |       |         |                          |   |       | Long Term Compensation
|                            |  | Annual Compensation |  |        | Awards |       | Payouts
|Name and Principal Position |  | Year                |  | Salary |        | Bonus |         | Other AnnualCompensation |   |       | RestrictedStockAwards  |  | SecuritiesUnderlyingOptions |  | LTIPPayouts |  | All Other Compensation
|Yuankun Gao                 |  | 2004                |  |        | 0      |       | 0       |                          |   | 0     |                        |  | 0                           |  | 0           |  | 0                      |  | 0
|President                   |  | 2003                |  |        | 0      |       | 0       |                          |   | 0     |                        |  | 0                           |  | 0           |  | 0                      |  | 0
|                            |  | 2002                |  |        | 0      |       | 0       |                          |   | 0     |                        |  | 0                           |  | 0           |  | 0                      |  | 0
|Hongdun Zhou                |  | 2004                |  | $      | 15,350 |       | 0       |                          | $ | 1,812 | (1)                    |  | 0                           |  | 0           |  | 0                      |  | 0
|Chief Executive Officer     |  | 2003                |  | $      | 15,550 |       | 0       |                          | $ | 3,623 | (1)                    |  | 0                           |  | 0           |  | 0                      |  | 0
|                            |  | 2002                |  | $      | 10,900 |       | 0       |                          | $ | 2,899 | (1)                    |  | 0                           |  | 0           |  | 0                      |  | 0
|Huajun Yu                   |  | 2004                |  |        | 0      |       | 0       |                          |   | 0     |                        |  | 0                           |  | 0           |  | 0                      |  | 0
|Chief Financial Officer     |  | 2003                |  |        | 0      |       | 0       |                          |   | 0     |                        |  | 0                           |  | 0           |  | 0                      |  | 0
|                            |  | 2002                |  |        | 0      |       | 0       |                          |   | 0     |                        |  | 0                           |  | 0           |  | 0                      |  | 0
|Limin Chen                  |  | 2004                |  | $      | 10,750 |       | 0       |                          | $ | 755   | (1)                    |  | 0                           |  | 0           |  | 0                      |  | 0
|Chief Operating Officer     |  | 2003                |  | $      | 10,880 |       | 0       |                          | $ | 1,510 | (1)                    |  | 0                           |  | 0           |  | 0                      |  | 0
|                            |  | 2002                |  | $      | 7,630  |       | 0       |                          | $ | 1,208 | (1)                    |  | 0                           |  | 0           |  | 0                      |  | 0

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|(1) | Represents dividends paid by Wuhan Youji Import & Export Co.
|--- | ------------------------------------------------------------



Compensation Arrangements



We do not have employment agreements with any of the persons named in the Summary Compensation Tables.



5



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##### Table of Contents

Stock Incentive Plans



In April, 2005, the Board of Directors of Cougar Holdings Inc. unanimously adopted the Cougar Holdings Inc. 2005 Stock Incentive Plan. The aggregate
number of shares of common stock that may be issued under this plan is 800,000. In May 2005, Cougar Holdings issued to three consultants an aggregate of 789,750 shares of common stock reserved under the plan. There are 10,250 remaining shares of
common stock reserved for issuance under the plan. We will not issue any additional shares under this plan.



In October, 2004, Cougar Holdings Inc. approved the Cougar Holdings Inc. 2004 Stock Incentive Plan. The aggregate number of shares of common stock
that may be issued under this plan is 400,000. In October 2004, Cougar Holdings issued to its president and a director, Terry Cook, 400,000 shares of common stock reserved under the plan. As a result, there are no remaining shares of common stock
reserved for issuance under the plan.



Defined Contribution Plan



We have a defined contribution plan for all qualified
employees in the PRC. We and our employees are each required to make contributions to the plan at the rates specified in the plan. Our only obligation with respect to retirement scheme is to make the required contributions under the plan. No
forfeited contribution is available to reduce the contribution payable in the future years. We contributed $332,582, $293,279 and $381,249 for the years ended December 31, 2004, 2003 and 2002 respectively.



Stock Option Grants



Cougar Holdings did not grant any stock options during the fiscal year ended June 30, 2005.



Aggregated Option/SAR Exercises and Year End Option/SAR Values in Last Fiscal Year



Cougar Holdings did not have any outstanding stock
options or SARs during the fiscal year ended June 30, 2005.



Equity
Compensation Plan Information



The following table
summarizes our equity compensation plans for officers, directors, employees and consultants as of June 30, 2005:



|                                                           |  |                                                                                             |  |                                                                           |  |                                                                                           
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------
|Plan category                                              |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |  | Weighted-average exercise price ofoutstanding options,warrants and rights |  | Number of securities remainingavailable for future issuanceunder equity compensation plans
|                                                           |  |                                                                                             | 
|Equity compensation plans approved by security holders     |  | None                                                                                        |  | N/A                                                                       |  | None                                                                                      
|                                                           |  |                                                                                             | 
|Equity compensation plans not approved by security holders |  | None                                                                                        |  | N/A                                                                       |  | None                                                                                      
|                                                           |  |                                                                                             | 
|Total                                                      |  |                                                                                             |  |                                                                           |  |                                                                                           



Compensation of Directors



Currently, all of our directors are also employees.
Employee directors will not receive compensation for their service as directors.



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



Security Ownership of Certain Beneficial Owners



The following table sets forth information regarding each person known by us to be the beneficial owner of more than 5% of our common stock, excluding
persons who are our executive officers, directors or director nominees, as of September 29, 2005.



Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to
the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.



|                                                                                          |  |                                     |  |                       |  
|----------------------------------------------------------------------------------------- |  | ----------------------------------- |  | --------------------- | -
|NAME AND ADDRESS OF BENEFICIAL
OWNER                                                      |  | NUMBER OF SHARES BENEFICIALLY OWNED |  | PERCENTAGEOUTSTANDING |  
|Wuhan Youji Employee Trust (1) 10 Gongnong Rd. Qiaokou District Wuhan 430035, PRC         |  | 5,867,546                           |  | 29.3                  | %
|                                                                                          |  |                                    
|Wuhan Linuo Investment Co. Limited (2) 10 Gongnong Rd. Qiaokou District Wuhan 430035, PRC |  | 5,840,023                           |  | 29.2                  | %
|                                                                                          |  |                                    
|Terry G. Cook (3) 10655 NE 4thStreet, Suite 400 Bellevue, WA 98004                        |  | 1,430,333                           |  | 7.15                  | %

---

|(1) | In accordance with Article 10 of the Management Regulations for the Employee Trust of Wuhan Youji Industries Co., Ltd., Mr. Huang Saodi, the Chairman of the Council of the
Employee Trust, has the power to vote and to dispose of the Cougar Holdings shares held by the Trust.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Our Chairman and President, Yuankun Gao, controls these shares through his control of Wuhan Linuo Investment Co. Limited.
|--- | -------------------------------------------------------------------------------------------------------------------------

|(3) | Terry G. Cook owns 385,000 shares directly and owns 1,045,333 indirectly through his control of Hudson Capital Corporation.
|--- | ---------------------------------------------------------------------------------------------------------------------------



Security Ownership of Management



The following table sets forth information regarding the beneficial
ownership of our common stock as of September 29, 2005. The information in this table provides the ownership information for



| |  |  | each of our directors and director nominees,
| | - |  | --------------------------------------------



| |  |  | each of our executive officers, and
| | - |  | -----------------------------------



| |  |  | our executive officers, directors and director nominees as a group.
| | - |  | -------------------------------------------------------------------



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Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and
includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.
Unless otherwise indicated, the address of each beneficial owner is Cougar Holdings, Inc., c/o Wuhan Youji Industries Company, Ltd., 10 Gongnong Rd, Qiaokou District, Wuhan 430035, PRC.



|                                                            |  |                                    |     |  |                       |  
|----------------------------------------------------------- |  | ---------------------------------- | --- |  | --------------------- | -
|NAME AND ADDRESS OF BENEFICIAL
OWNER                        |  | NUMBER OF SHARESBENEFICIALLY OWNED |     |  | PERCENTAGEOUTSTANDING |  
|Yuankun GaoPresident and Chairman of the Board              |  | 5,840,023                          | (1) |  | 29.2                  | %
|Hongdun ZhouChief Executive Officer and Director            |  | 716,743                            |     |  | 3.6                   | %
|Huajun YuChief Financial Officer and Director               |  | 0                                  |     |  | 0                     | %
|Limin ChenChief Operating Officer and Director              |  | 71,674                             |     |  | <1                    | %
|All Executive Officers and Directors as a Group (4 persons) |  | 6,628,440                          | (1) |  | 33.1                  | %

---

|(1) | Includes 5,840,023 shares of common stock owned by Wuhan Linuo Investment Co. Limited, which is controlled by Mr. Gao.
|--- | ----------------------------------------------------------------------------------------------------------------------



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Cougar Holdings, Inc  Prior to Acquisition of Wuhan Youji on July 1, 2005



Hudson Capital Corporation, a company controlled by Cougars President, Terry G. Cook, has since the companys inception advanced funds for the
companys administrative and operating expenses. Prior to the acquisition of Wuhan Youji, Hudson Capital Corporation owned approximately 94% of the outstanding common stock of Cougar Holdings Inc. On July 1, 2005, Mr Cook resigned as a
director and all of his officer positions with Cougar Holdings.



Financing Transactions



Hudson Capital has
provided management and office services to Cougar Holdings since its inception. During the year ended June 30, 2005, Hudson Capital advanced $2,036 to Cougar Holdings for the continuation of the companys operations. Hudson Capital also
purchased from the company equipment for $200. During the year ended June 30, 2004, Hudson Capital advanced $1,732 to the company for its operations. Hudson Capital waived the outstanding balance during the year.



Equity Transactions



On October 20, 2004, Cougar Holdings Inc. issued to Terry Cook 400,000
shares of common stock under the Cougar Holdings Inc. 2004 Stock Incentive Plan for consulting services.



As part of the acquisition of Wuhan Youji, Hudson Capital surrendered 747,751 shares of Cougar Holdings common stock to Cougar Holdings without any
additional consideration.



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##### Table of Contents

In May 2005, Cougar Holdings declared a distribution dividend of all of its shares of common stock of
Western Gems Inc., a wholly owned subsidiary company owning the WC1 and WC2 mineral claims previously owned by Cougar Holdings, to the holders of record of Cougar Holdings common stock, as of the close of business on May 2, 2005, on the
basis of one Western Gems Inc. voting common share for each ten shares of Cougar Holdings common stock. As the largest stockholder of Cougar, Hudson Capital and Mr. Cook received approximately 94% of the stock of Western Gems.



Wuhan Youji



Wuhan Youji Import & Export Co.



We own 51% of Wuhan Youji Import & Export Co. The remaining 49% is owned by various persons, including two of our
executive officers and directors. Hongdun Zhou, our Chief Executive Officer and a director, the second largest shareholder of Import & Export, owns 4%. Limin Chen, our Chief Operating Officer and a director, owns 1.6%. Other than a
proportionate interest in dividends, none of our executive officers or directors is compensated by Wuhan Youji Import & Export Co.



Operations



Our Chief Operating Officer and a director, Mr. Limin Chen is also an Executive Director of Hubei Zaoyang Jinma Chemical Inc. Jinma mainly
manufactures cyanides and other highly poisonous products. Since 2002, Jinma has been manufacturing such products for Wuhan Youji at market prices. The amount of such products sold has not exceeded $1.8 million for any year.



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K



Exhibits



|            |  |                                                                                                                      
|----------- |  | ---------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                          
|2.1         |  | Agreement for Acquisition of 100% Ownership in Wuhan Youji Industries Co. Limited dated June 9, 2005 (1)             
|            | 
|2.2         |  | Stock Reforming and Stock Reorganization Program of Wuhan Youji Industries Co., Ltd. dated August 4, 2003 (5)        
|            | 
|3.1         |  | Amended and Restated Articles of Incorporation (2)                                                                   
|            | 
|3.2         |  | Bylaws (3)                                                                                                           
|            | 
|4.1         |  | Specimen Common Stock Certificate (3)                                                                                
|            | 
|9.1         |  | Employee Joint Stock Fund Management Regulation *                                                                    
|            | 
|10.1        |  | Cougar Holdings Inc. 2005 Stock Incentive Plan (4)                                                                   
|            | 
|10.2        |  | Contract for Short Term Loan from Industrial and Commercial Bank of China Qiao Kou Sub-Branch dated June 21, 2005 (5)
|            | 
|10.3        |  | Loan Contract from Xunlimen Branch of China Merchants Bank Co., Ltd. dated August 9, 2005 (5)                        
|            | 
|21.1        |  | List of Subsidiaries (5)                                                                                             
|            | 
|31.1        |  | Section 302 Certification  Chief Executive Officer*                                                                 
|            | 
|31.2        |  | Section 302 Certification  Chief Financial Officer*                                                                 
|            | 
|32.1        |  | Section 906 Certification  Chief Executive Officer*                                                                 
|            | 
|32.2        |  | Section 906 Certification  Chief Financial Officer*                                                                 

---

|(1) | Incorporated by reference to the Form 8-K/A-1 filed on September 8, 2005.
|--- | -------------------------------------------------------------------------



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|(2) | Incorporated by reference to the Form 8-K filed on May 2, 2005.
|--- | ---------------------------------------------------------------

|(3) | Incorporated by reference to the Form 10-SB filed on March 7, 2003.
|--- | -------------------------------------------------------------------

|(4) | Incorporated by reference to the Form 8-K filed on April 29, 2005.
|--- | ------------------------------------------------------------------

|(5) | Incorporated by reference to the Form 10-KSB filed on October 13, 2005.
|--- | -----------------------------------------------------------------------

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



Reports on Form 8-K



The information required by this item was previously filed on our Annual Report on Form 10-KSB on October 13, 2005.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Principal Accountant Fees and Services



Cougar
Holdings Inc. paid the following fees to its independent auditor during the year ended June 30, 2005 and 2004.



|              |  |              |       |                   |   |         |  |               |   |  |   |  
|------------- |  | ------------ | ----- | ----------------- | - | ------- |  | ------------- | - |  | - | -
|Year Ending   |  | AuditFees(1) |       | Audit-RelatedFees |   | TaxFees |  | All OtherFees
|June 30, 2005 |  | $            | 5,000 |                   | $ | 0       |  | $             | 0 |  | $ | 0
|June 30, 2004 |  | $            | 4,000 |                   | $ | 0       |  | $             | 0 |  | $ | 0



Pre-approval Policy and Procedures



Our Board of Directors has not yet adopted policies and
procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the independence of our independent auditors.



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SIGNATURES



In accordance with Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, Cougar Holdings Inc. has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.



COUGAR HOLDINGS INC.By

/s/ YUANKUN GAOYuankun Gao President




Date: October 27, 2005



In accordance with
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                             |  |                                                                                   |  |                 
|---------------------------- |  | --------------------------------------------------------------------------------- |  | ----------------
|SIGNATURE                    |  | TITLE                                                                             |  | DATE            
|/s/ YUANKUN GAOYuankun Gao   |  | President and Chairman of the Board                                               |  | October 27, 2005
|                             |  |                                                                                  
|/s/ HONGDUN ZHOUHongdun Zhou |  | Chief Executive Officer and Director (principal executive officer)                |  | October 27, 2005
|                             |  |                                                                                  
|/s/ HUAJUN YUHuajun Yu       |  | Chief Financial Officer and Director (principal financial and accounting officer) |  | October 27, 2005
|                             |  |                                                                                  
|/s/ LIMIN CHENLimin Chen     |  | Chief Operating Officer and Director                                              |  | October 27, 2005



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