UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        Date of Report: October 28, 2005
                        (Date of Earliest Event Reported)

                          CENTURION GOLD HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

            Florida                       000-49810               65-1129207
(State or other jurisdiction of    (Commission File Number)    (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

       Registrant's telephone number, including area code: +27(11)873-5315

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On October 28, 2005 Centurion Gold Holdings, Inc. (the "Company") entered
into an agreement with Daros Limited, a company registered under the laws of the
British Virgin Islands ("Daros"), which relates to Daros' agreement to finance
certain portions of Centurion's required payments under its agreement with
Escopeta Oil Co., LLC. Under the Daros agreement, Daros will advance an
aggregate of $2,475,000 to Centurion. The Daros advancements will bear interest
at 12% per annum. Daros is a shareholder of Centurion.

      On October 28, 2005, the Company entered into an agreement with Carbon
Investments Limited. The Carbon agreement relates to Centurion's agreement with
Escopeta Oil Co., LLC. Under the Carbon Agreement, Carbon and Centurion have
agreed to joint venture the project. Carbon will have a 60% interest in the
rights under the Escopeta Agreement and Centurion will have a 40% interest.
Pursuant to the Carbon Agreement, Centurion granted Carbon a one-year option to
purchase up to 20,000,000 shares of Centurion common stock at $.50 per share.
The Company and Carbon have no affiliation.

                           FORWARD -LOOKING STATEMENTS

      This Form 8-K contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions and other statements which are
other than statements of historical facts. These statements are subject to
uncertainties and risks including, but not limited to, product and service
demand and acceptance, changes in technology, economic conditions, the impact of
competition and pricing, government regulation, and other risks defined in this
document and in statements filed from time to time with the Securities and
Exchange Commission. All such forward-looking statements, whether written or
oral, and whether made by or on behalf of the companies, are expressly qualified
by the cautionary statements and any other cautionary statements which may
accompany the forward-looking statements. In addition, the companies disclaim
any obligation to update any forward-looking statements. In addition, the
companies disclaim any obligation to update any forward-looking statements to
reflect events or circumstances after the date hereof.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number             Description

(a) None
(b) None
(c) Exhibit 99.1           Daros Agreement dated October 28, 2005
            99.2           Carbon Investments Agreement dated October 28, 2005


<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.

                                           CENTURION GOLD HOLDINGS, INC.


                                           /s/ Andrew Dale Paul
                                           --------------------
                                           Andrew Dale Paul
                                           Chairman and Chief Executive Officer

November 4, 2005
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        Date of Report: October 28, 2005
                        (Date of Earliest Event Reported)

                          CENTURION GOLD HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

            Florida                       000-49810               65-1129207
(State or other jurisdiction of    (Commission File Number)    (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

       Registrant's telephone number, including area code: +27(11)873-5315

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On October 28, 2005 Centurion Gold Holdings, Inc. (the "Company") entered
into an agreement with Daros Limited, a company registered under the laws of the
British Virgin Islands ("Daros"), which relates to Daros' agreement to finance
certain portions of Centurion's required payments under its agreement with
Escopeta Oil Co., LLC. Under the Daros agreement, Daros will advance an
aggregate of $2,475,000 to Centurion. The Daros advancements will bear interest
at 12% per annum. Daros is a shareholder of Centurion.

      On October 28, 2005, the Company entered into an agreement with Carbon
Investments Limited. The Carbon agreement relates to Centurion's agreement with
Escopeta Oil Co., LLC. Under the Carbon Agreement, Carbon and Centurion have
agreed to joint venture the project. Carbon will have a 60% interest in the
rights under the Escopeta Agreement and Centurion will have a 40% interest.
Pursuant to the Carbon Agreement, Centurion granted Carbon a one-year option to
purchase up to 20,000,000 shares of Centurion common stock at $.50 per share.
The Company and Carbon have no affiliation.

                           FORWARD -LOOKING STATEMENTS

      This Form 8-K contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions and other statements which are
other than statements of historical facts. These statements are subject to
uncertainties and risks including, but not limited to, product and service
demand and acceptance, changes in technology, economic conditions, the impact of
competition and pricing, government regulation, and other risks defined in this
document and in statements filed from time to time with the Securities and
Exchange Commission. All such forward-looking statements, whether written or
oral, and whether made by or on behalf of the companies, are expressly qualified
by the cautionary statements and any other cautionary statements which may
accompany the forward-looking statements. In addition, the companies disclaim
any obligation to update any forward-looking statements. In addition, the
companies disclaim any obligation to update any forward-looking statements to
reflect events or circumstances after the date hereof.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number             Description

(a) None
(b) None
(c) Exhibit 99.1           Daros Agreement dated October 28, 2005
            99.2           Carbon Investments Agreement dated October 28, 2005
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.

                                           CENTURION GOLD HOLDINGS, INC.

                                           /s/ Andrew Dale Paul
                                           --------------------
                                           Andrew Dale Paul
                                           Chairman and Chief Executive Officer

November 4, 2005