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-