0001065949-14-000133.txt : 20140516 0001065949-14-000133.hdr.sgml : 20140516 20140516084421 ACCESSION NUMBER: 0001065949-14-000133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140509 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140516 DATE AS OF CHANGE: 20140516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN DRAGON HOLDING CO. CENTRAL INDEX KEY: 0001081938 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 274635140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27055 FILM NUMBER: 14849897 BUSINESS ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 BUSINESS PHONE: (303) 552-2272 MAIL ADDRESS: STREET 1: 7609 RALSTON ROAD CITY: ARVADA STATE: CO ZIP: 80002 FORMER COMPANY: FORMER CONFORMED NAME: CCVG, INC. DATE OF NAME CHANGE: 20101117 FORMER COMPANY: FORMER CONFORMED NAME: CONCORD VENTURES, INC. DATE OF NAME CHANGE: 20071003 FORMER COMPANY: FORMER CONFORMED NAME: CAVION TECHNOLOGIES INC DATE OF NAME CHANGE: 19990423 8-K 1 goldendragon8kmay92014.txt 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: May 9, 2014 GOLDEN DRAGON HOLDING CO. ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-27055 27-4635140 ---------------------------- ---------------- ---------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 7609 RALSTON ROAD, ARVADA, CO 80002 ----------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (303) 552-2272 ----------------------------------------------------------------- Registrant's telephone number, including area code 2460 WEST 26TH AVENUE, SUITE 380-C, DENVER, COLORADO 80211 ----------------------------------------------------------------- (Former name or former address, if changed since last report) 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) SECTION 3 - SECURITIES AND TRADING MARKETS ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. -------------------------------------------------- On May 9, 2014, the Company sold 9,000,000 shares of common stock for $296,000 to CannaPharmaRX, Inc. without registering the securities under the Securities Act of 1933. EXEMPTION FROM REGISTRATION CLAIMED Sales and issuances by us of the unregistered securities listed above were made by us in reliance upon Rule 506 of Regulation D. The entity listed above that purchased the unregistered securities has management that are all sophisticated investors. Purchaser was provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with the purchase. Purchaser of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued shall contain restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition. Purchaser made written representation of investment intent and Purchaser was capable of evaluating the merits and risks of the prospective investment, and the Company reasonably believed (based on written representations) immediately prior to making any sale that the purchaser came within the description of a sophisticated investor. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT. ------------------------------------------- On May 9, 2014, David J. Cutler ("Cutler") entered into a Share Purchase Agreement with CannaPharmaRX, Inc. ("CannaPharmaRX"). Prior to entering into the Share Purchase Agreement, Cutler was a majority shareholder of Golden Dragon Holding Co. ("the Company"). In exchange for cash of $54,000, Cutler sold 1,421,120 shares of the Company's restricted common stock to CannaPharmaRX, Inc. CannaPharmaRX, Inc. conducted a private placement to raise capital and the funds to purchase the Cutler shares were obtained from such placement. CannaPharmaRX also purchased 9,000,000 shares of common stock for $296,000 in order to pay the Company's payables and expenses of closing. As a result of the Share Purchases, CannaPharmaRX has become the majority shareholder of the Company, as discussed below. As a result of the Share Purchase Agreement completed on May 9, 2014, there was a resulting change in the ownership structure of the Company. Prior to the Agreement, Cutler owned 1,521,120 shares of the Company's issued and outstanding common stock representing 63.8% of the voting common stock. As a result of the Agreement including the new share purchase, CannaPharmaRX now holds 10,421,120 shares of common stock representing 91.5% of the voting stock. Mr. Cutler also conveyed 100,000 shares to R. Green for services. The following table sets forth information with respect to the beneficial ownership of the Company's outstanding common stock by: -2- Each person who is known by the Company to be the beneficial owner of five percent (5%) or more of the Company's common stock: NUMBER OF PERCENT NUMBER NAME SHARES HELD OF CLASS OF SHARES OF BEFORE BEFORE HELD AFTER PERCENT OF CLASS HOLDER AGREEMENT AGREEMENT(1) AGREEMENT AFTER AGREEMENT (2) ------------------- ------------ ------------ ---------- ------------------- David J. Cutler 1,521,120 63.8% 0 0 CannaPharmaRX, Inc. 0 0% 10,421,120 91.5% ------------------------------- (1) At May 10, 2014, the Company had 2,384,407 shares outstanding. (2) Based on 11,384,407 shares of common stock deemed issued and outstanding on May 12, 2014. RULE 13D-3 UNDER THE SECURITIES EXCHANGE ACT OF 1934 GOVERNS THE DETERMINATION OF BENEFICIAL OWNERSHIP OF SECURITIES. THAT RULE PROVIDES THAT A BENEFICIAL OWNER OF A SECURITY INCLUDES ANY PERSON WHO DIRECTLY OR INDIRECTLY HAS OR SHARES VOTING POWER AND/OR INVESTMENT POWER WITH RESPECT TO SUCH SECURITY. RULE 13D-3 ALSO PROVIDES THAT A BENEFICIAL OWNER OF A SECURITY INCLUDES ANY PERSON WHO HAS THE RIGHT TO ACQUIRE BENEFICIAL OWNERSHIP OF SUCH SECURITY WITHIN SIXTY DAYS, INCLUDING THROUGH THE EXERCISE OF ANY OPTION, WARRANT OR CONVERSION OF A SECURITY. ANY SECURITIES NOT OUTSTANDING WHICH ARE SUBJECT TO SUCH OPTIONS, WARRANTS OR CONVERSION PRIVILEGES ARE DEEMED TO BE OUTSTANDING FOR THE PURPOSE OF COMPUTING THE PERCENTAGE OF OUTSTANDING SECURITIES OF THE CLASS OWNED BY SUCH PERSON. THOSE SECURITIES ARE NOT DEEMED TO BE OUTSTANDING FOR THE PURPOSE OF COMPUTING THE PERCENTAGE OF THE CLASS OWNED BY ANY OTHER PERSON. INCLUDED IN THIS TABLE ARE ONLY THOSE DERIVATIVE SECURITIES WITH EXERCISE PRICES THAT THE COMPANY BELIEVES HAVE A REASONABLE LIKELIHOOD OF BEING "IN THE MONEY" WITHIN THE NEXT SIXTY DAYS. ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. -------------------------------------------------------------------------------- As a result of the transaction, David Cutler resigned as the Company's Chief Executive Officer and Chief Financial Officer, effective May 9, 2014. David Cutler and Redgie Green have resigned as directors, effective ten days after a mailing of Notice to Shareholders on Form 14F-1. Concurrent with the resignations listed above, the Board appointed Gerry Crocker as Chief Executive Officer and Gary Herick as Chief Financial Officer and Controller. Gary Herick and Gary Cohen were also appointed to the Board of Directors, effective May 9, 2014. The biographies of each are as follows: GERRY CROCKER, CHIEF EXECUTIVE OFFICER AS OF MAY 9, 2014 Mr. Crocker, age 57, served as CEO of Community Specialty Pharmacy Network, Inc. from May 2010 until January 2013. From October 2007 through April 2010, Mr. Crocker served as CEO of CARE Pharmacies, Inc. From August 2002 until October 2007, Mr. Crocker worked with Cardinal Health, Inc. first as Vice President of Retail National Accounts, then Vice President of Retail Sales East Group and as Vice President of Retail and Alternate Care Northeast Area. Mr. Crocker attended the Northern Michigan University where he obtained a BS in Administration in 1980. -3- GARY HERICK, CHIEF FINANCIAL OFFICER, CONTROLLER AND DIRECTOR AS OF MAY 9, 2014 Mr. Herick, age 50, has been a licensed Securities Representative since 1985, involved in different aspects of the business including: IPO's, Retail Accounts, Investment Advisory Accounts, Commodities, Alternative Investments and Venture Capital Funding. He currently serves as Vice President of Finance, Secretary and a Director of Hinto Energy, Inc. since 2011. From 2001 to 2005, he handled accounts as a Registered Investment Advisor specializing in Alternative Investments and Stock Analysis for managed accounts with Herick Asset Management. Mr. Herick was formerly a licensed representative with Cap West Securities until 2011 when he became inactive in the securities industry as a representative. Mr. Herick enhances the Board of Directors with not only his securities background, but also provides the Board with his knowledge and experience in venture capital. GARY COHEN, DIRECTOR AS OF MAY 9, 2014 Mr. Cohen, age 54, is a healthcare business executive with over 30 years of experience in Pharmacy and Pharmacy related organizations including: Retail & Chain Pharmacy Management, Healthcare Publishing, Pharmacy Continuing Education, and Certification Boards. His most recent position was Publisher of Specialty Pharma Journal, a journal servicing the Specialty Pharmacy Channel. He is currently serving as acting Executive Director for the Specialty Pharmacy Certification Board (since 2012), and is the CEO and one of the Founders of the National Association of Specialty Pharmacy (NASPRx.org). Prior to Specialty Pharma Journal, he was CEO of Synergy Healthcare Communications from 1999 to 2005, a full service Managed Markets Communications Agency. He also launched Pharmacy Powerx-Pak, a Pharmacy Education provider. He is a graduate of the Arnold & Marie Schwartz College of Pharmacy of Long Island University in 1981 and is currently licensed to practice pharmacy in the State of Florida. Mr. Cohen enhances the Board of Directors with not only his healthcare background, but also provides the Board with his knowledge and experience in pharmacy related organizations. SECTION 8 - OTHER EVENTS ITEM 8.01 - OTHER EVENTS. ------------------------- The Company intends to implement a business plan that is dedicated to advancing endocannabinoid science, research, discovery, and the manufacturing and distribution of pharmaceutical grade medications. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS ------------------------------------------- (D) EXHIBITS. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K. EXHIBIT NO. DESCRIPTION ----------------------- -------------------------------------------------------- 10.1 Share Purchase Agreement dated May 9, 2014 -4- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. GOLDEN DRAGON HOLDING CO. By: /s/ Gerry Crocker --------------------------------- Gerry Crocker, CEO Date: May 15, 2014 -5- EX-10.1 2 ex10.1.txt EXHIBIT 10.1 SHARE PURCHASE AGREEMENT This Share Purchase Agreement ("Agreement"), dated as of May 9, 2014, among Golden Dragon Holding Co., ("GDHC") a Delaware corporation, David J. Cutler (the "Seller"), and CannaPharmaRX, Inc., a Colorado corporation (the "Buyer"). W I T N E S S E T H: A. WHEREAS, the Seller owns 1,421,120 restricted shares of common stock of Golden Dragon Holding Co. ("GDHC") in the aggregate. B. WHEREAS, Buyer wish to purchase an aggregate of 1,421,120 restricted shares of common stock (the "Purchase Shares"), and the Seller desires to sell the Purchase Shares to Buyer. C. WHEREAS, the Buyer wishes to purchase additional shares from GDHC, in consideration of a capital contribution to pay the outstanding payables as shown at Day of Closing in the amount of $296,000 for 9,000,000 restricted common shares (new shares). D. GDHC is joining this Agreement to provide certain covenants, agreements, warranties, and representations. NOW, THEREFORE, it is agreed among the parties as follows: ARTICLE I THE CONSIDERATION 1.1 Subject to the conditions set forth herein, Seller shall sell to Buyer and Buyer shall purchase an aggregate of 1,421,120 restricted shares of common stock of GDHC from Seller ("Purchase Shares"). The purchase price for the Purchase Shares to be paid by Buyer to Seller is $54,000 (the "Consideration"), paid herewith subject to the conditions hereof, and the new share purchase price of $296,000 shall be paid in the form of cash herewith for the purchase of 9,000,000 restricted common shares of GDHC, the proceeds of which shall be used to pay the outstanding payables of the company, through a designated bank account. ARTICLE II CLOSING AND CONVEYANCE OF SHARES 2.1 The Purchase Shares shall be conveyed by Seller to Buyer with duly executed stock powers by depositing all of the Purchase shares with Escrow Agent for delivery to Buyer, upon receipt of the Consideration by Seller, and satisfaction of: (a) the conditions precedent in Article VI; and (b) procedures in Article V. Initials GDHC: Seller: Buyer: -1- 2.2 Closing hereunder shall be completed by delivery to escrow to Michael A. Littman, Esq. ("Escrow Account") of the requisite closing documents, cash consideration and share certificates on or before May 9, 2014 at 5:00 p.m. MST ("Closing Date") subject to satisfaction of the terms and conditions set forth herein. Consideration may be delivered by Federal Express or wire transfers, and any closing documents may be delivered by facsimile, Federal Express or other appropriate means. 2.3 All parties agree that time is of the essence and agree that Closing Date shall occur upon the earlier of (a) May 9, 2014 or that (b) the satisfaction of (i) the conditions precedent in Article VI; and (ii) procedures in Article V have been met and delivery of the Purchase Shares have been delivered to the Escrow Agent. ARTICLE III REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER AS TO GDHC Seller and GDHC each hereby represent, warrant and covenant to Buyer as follows: 3.1 GDHC is a corporation duly organized and validly existing under the laws of the State of Delaware. The Articles of Incorporation and the minute books of GDHC, copies of which have been made available to Buyer, contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of GDHC, from the date of inception in Delaware. 3.2 (a) The authorized capital stock of GDHC consists of 100,000,000 shares of common stock, of which 2,384,407 shares of common stock are issued and outstanding, and 10,000,000 shares of preferred stock, no shares of which are issued and outstanding. During period from inception, Seller has issued no options, warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of GDHC, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of GDHC. Seller warrants that there are no options, warrants, rights, securities, convertible or exchangeable for any shares of capital stock of GDHC or contracts or arrangements of any kind relating to the issuance sale or transfer of any capital stock or other equity securities of GDHC. (b) The Seller owns the Purchase Shares that the Seller is conveying pursuant to this Agreement beneficially and of record, free and clear of any lien, pledge, security interest or other encumbrance, and, upon payment for the Purchase Shares as provided in this Agreement, the Buyer will acquire good and valid title to the Purchase Shares, free and clear of any lien, pledge, security interest or other encumbrance. None of the Purchase Shares are the subject of any voting trust agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof except for this Agreement. The Seller has full right and authority to transfer such Purchase Shares pursuant to the terms of this Agreement. Initials GDHC: Seller: Buyer: -2- 3.3 Except for the divestiture of CCAPS Co, a prior subsidiary which merged with CCVG, Inc. a subsidiary in 2010, GDHC does not now own, nor has it owned, during the term of Seller's ownership of GDHC shares, any outstanding shares of capital stock or other equity interests of any partnership, joint venture, trust, corporation, limited liability company or other entity and, to the best of Seller's knowledge, there are no obligations of GDHC to repurchase, redeem or otherwise acquire any capital stock or equity interest of another entity, which have arisen or been contractually agreed upon during the term of inception, to present date. 3.4 This Agreement has been duly authorized, validly executed and delivered on behalf of the Seller and GDHC and is a valid and binding agreement and obligation of GDHC and Seller enforceable against the parties in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and Seller and GDHC have complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement. 3.5 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by Seller or GDHC will conflict with or result in a breach or violation of any law, statute, rule, regulation, or any existing applicable decree, judgment or order by any court, federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over GDHC or Seller. 3.6 The representations and warranties of GDHC shall be true and correct as of the date hereof. Other than as contained in this Agreement, Seller makes no representations or warranties whatsoever to Buyer as to any matter relating to GDHC finances, stock, debts, or any other obligations. 3.7 No representation or warranty by GDHC or the Seller in this Agreement, or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading. 3.8 The Buyer have not received any general solicitation or general advertising regarding the shares of Seller's common stock. ARTICLE IV REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE BUYER 4.1 The Buyer understand that the Purchase Shares comprise restricted stock, which has not been registered with the Securities and Exchange Commission, any state securities agency or any foreign securities agency, and further, which has not been approved or disapproved by the Securities and Exchange Commission, any state securities agency or any foreign securities agency. Initials GDHC: Seller: Buyer: -3- 4.2 The Buyer are acquiring the Purchase Shares solely for investment for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of any federal securities act, state securities act or any other applicable federal or state laws. 4.3 The Buyer understand the speculative nature and risks of investments associated with the Purchase Shares, and confirms that the Purchase Shares are suitable for and consistent with Buyer's investment program; that Buyer's financial position enables Buyer to bear the risks of this investment; and that there is no guarantee Buyer will be able to sell the Purchase Shares to another subsequent buyer. 4.4 Buyer affirm that Buyer will not transfer, encumber, sell, hypothecate, or otherwise dispose of the Purchase Shares in any way that will violate any federal and/or state securities laws. 4.5 Buyer have sufficient knowledge and experience in financial matters to evaluate the risks associated with Buyer's willing purchase of the Purchase Shares. 4.6 Buyer are not a member of, or an associate or affiliate of a member of the Financial Industry Regulatory Authority. ARTICLE V PROCEDURE FOR CLOSING 5.1 At the Closing Date, the purchase and sale shall be consummated after satisfaction of all conditions precedent set forth in Article VI, by Seller's restricted common stock certificates for the Purchase Shares being delivered, duly executed, for 1,421,120 restricted shares of common stock, and the newly issued 9,000,000 restricted common shares of GDHC, upon the delivery of the Cash Consideration for Share Purchase to Escrow Agent from the Buyer, together with delivery of all other items, agreements, stock powers, warranties, and representations set forth in this Agreement. 5.2 Escrow Agent is Michael A. Littman, Esq. ARTICLE VI CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE PURCHASE The following are conditions precedent to the consummation of the Agreement on execution hereof or before the Closing Date, as may be applicable: 6.1 Seller and GDHC shall have performed and complied with all of their respective obligations hereunder which are to be complied with or performed on or before the Closing Date. Initials GDHC: Seller: Buyer: -4- 6.2 GDHC's Board of Directors shall have adopted and approved this Agreement and the actions herein required. 6.3 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 6.4 The representations and warranties made by Seller and GDHC in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of changes caused by transactions suggested or approved in writing by the Buyer. 6.5 GDHC shall file a Current Report on Form 8K referencing this Agreement on or before 4 days after the execution hereof. 6.6 GDHC shall maintain its OTCQB listing in good standing during all times prior to the Closing Date. 6.7 GDHC has remained approved for electronic transfer of shares by DTC. ARTICLE VII TERMINATION AND ABANDONMENT 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) If within ten days hereafter, Buyer determines, in its sole discretion, that Due Diligence is unsatisfactory; (c) By Buyer, if any condition set forth in Article VI relating to the Seller or GDHC has not been met, however Buyer reserve the right to recover their payments from Seller and GDHC hereunder; Initials GDHC: Seller: Buyer: -5- (c) By Seller or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; however Buyer reserve the right to recover its payments from Seller and GDHC hereunder. (d) By Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of Seller; however Buyer reserve the right to recover its payments from Seller and GDHC hereunder. (e) By the Seller, if the Closing does not occur, through no failure to perform or act by Seller, on May 9, 2014, unless extended in writing. ARTICLE VIII CONTINUING REPRESENTATIONS AND WARRANTIES AND COVENANTS 8.1 The respective representations, warranties, and covenants of the parties hereto and the covenants and agreements of the parties hereto shall survive after the closing under this Agreement in accordance with the terms thereof. 8.2 There are no representations whatsoever about any matter relating to GDHC, Seller or any item contained in this Agreement, except as is contained in the express language of this Agreement. 8.3 Seller and its agents and attorneys shall have no liability whatsoever for any matter, omission or representation not specifically disclosed herein, and Buyer, as a specific inducement to Seller hereby releases Seller and his agents and attorneys and covenants not to sue Seller, his agents and attorneys, under any circumstances for any matter not specifically and expressly represented within this document. ARTICLE IX MISCELLANEOUS 9.1 This Agreement embodies the entire agreement between the parties, and there have been and are no agreements, representations or warranties among the parties other than those set forth herein or those provided for herein. 9.2 To facilitate the execution of this Agreement, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one instrument. Initials GDHC: Seller: Buyer: -6- 9.3 All parties to this Agreement agree that if it becomes necessary or desirable to execute further instruments or to make such other assurances as are deemed necessary, the party requested to do so will use its best efforts to provide such executed instruments or do all things necessary or proper to carry out the purpose of this Agreement. 9.4 This Agreement may not be amended except by written consent of both parties. 9.5 Any notices, requests, or other communications required or permitted hereunder shall be delivered personally or sent by overnight courier service, prepaid, addressed as follows: To Seller: David J. Cutler 2460 W. 26th Ave. Suite 380-C Denver, CO 80211 To Buyer: CannaPharmaRX, Inc. c/o 7609 Ralston Road Arvada, CO 80211 With a copy to: Michael A. Littman Attorney at Law 7609 Ralston Road Arvada, CO 80002 Fax: 303-431-1567 e-mail: malattyco@aol.com or such other addresses as shall be furnished in writing by any party, and any such notice or communication shall be deemed to have been given as of the date received. 9.6 No press release or public statement will be issued relating to the transactions contemplated by this Agreement without prior approval of the Buyer and Seller. However, GDHC may issue at any time any press release or other public statement it believes on the advice of its counsel it is obligated to issue to avoid liability under the law relating to disclosures, but the party issuing such press release or public statement shall make a reasonable effort to give the other party prior notice of and opportunity to participate in such release or statement. 9.7 This Agreement shall be governed by and construed in accordance with and enforced under the laws of the state of Colorado applicable to all agreements made hereunder. Venue and jurisdiction for any legal actions hereunder shall be District Court in and for Jefferson County, Colorado. 9.8 In connection with this Agreement the parties have appointed the Escrow Agent, Michael A. Littman, Esq., who shall be authorized by this agreement to do the following: Initials GDHC: Seller: Buyer: -7- 1) Accept the $54,205 (total balance of Purchase Price for the Purchase Shares) from Buyer pursuant to the contract. 2) Accept the common stock certificates of GDHC being sold by Seller with duly signed and guaranteed signatures on stock powers, and accept the newly issued certificate of GDHC for the 9,000,000 restricted common shares in the name of Buyer, duly authorized, fully paid and nonassessable. Upon receipt of the payment as set forth in 1) above, deliver the cashier's checks at closing from the escrow in accordance with separate written instructions from Seller, to pay all of the payables for $296,000, according to a separate list, with $54,000 to Seller. 3) Upon final payment hereunder, transmit by Federal Express the stock certificates to Buyer. 4) In the event of default in delivery of cash or certificates by a party under this agreement, any cash or certificates received from the other party shall be returned to the remitting party three (3) business days after default, and the transaction shall terminate with Seller retaining the deposit, if Seller is the non-defaulting party. If Seller defaults in delivery of certificates, then the initial deposit shall be returned to Buyer. 5) Escrow Agent is specifically indemnified and held harmless hereby for his actions or inactions in following these instructions. In the event of a dispute involving the escrow instructions or the consideration to be delivered in escrow, the Escrow Agent is authorized to implead the consideration received into the District Court of Jefferson County, Colorado upon ten days written notice, and be relieved of any further escrow duties thereupon. Any and all costs of attorney's fees and legal actions of Escrow Agent for any dispute resolution or impleader action shall be paid in equal shares by the parties to this agreement. 9.9 At Closing, the officers shall resign, and the directors shall appoint two new directors and officers of Buyer's choice, with such prior directors resigning effective ten (10) days after compliance with the written notice to shareholders by Section 14f of the Securities and Exchange Act of 1934. 9.10 GDHC has certain payables to its selling shareholder, transfer agent, and attorney from the new share purchase proceeds herein at Closing as of the execution hereof, which amounts are shown on Exhibit A and shall be paid from and satisfied upon payment of the disbursement. 9.11 Legal fees to Michael A. Littman for past services and relating to the closing under this Agreement shall be included in the payables paid at Closing. 9.12 Buyer shall pay for all of the costs and legal fees required to keep the company current in its SEC filings until closing, upon invoice. Initials GDHC: Seller: Buyer: -8- 9.13 Except as set forth in 9.10 above, Seller shall pay all other payables of GDHC incurred to closing, at or prior to closing, and shall waive and release, at closing, any payable to Seller. 9.14 Buyer shall reimburse Seller for advances paid for the 10-Q. IN WITNESS WHEREOF, the parties have executed this Agreement this 9th day of May, 2014. BUYER GOLDEN DRAGON HOLDING CO., CANNAPHARMARX, INC., A Delaware Corporation a Colorado Corporation By:/s/ David J. Cutler By: /s/ Gary Herick ____________________________ _____________________________ David J. Cutler, President Gary Herick, CEO SELLER /s/ David J. Cutler ________________________________ David J. Cutler, Individually Initials GDHC: Seller: Buyer: -9-