Document and Entity Information (USD $)
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12 Months Ended | |
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Dec. 31, 2010
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Jun. 20, 2011
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Document and Entity Information [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2010 | |
Document Fiscal Year Focus | 2010 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | GOLDEN DRAGON HOLDING CO. | |
Entity Central Index Key | 0001081938 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,384,407 | |
Entity Public Float | $ 259,869 |
ACCOUNTS PAYABLE
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12 Months Ended |
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Dec. 31, 2010
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ACCOUNTS PAYABLE [Abstract] | |
ACCOUNTS PAYABLE |
4. ACCOUNTS PAYABLE Following the sale of all of our subsidiary company, CCAPS, effective December 31, 2010, we had no liabilities outstanding. Of the outstanding accounts payable at December 31, 2009, $92,226 related to liabilities outstanding in December 2000 when we filed for Chapter 11 bankruptcy protections which have not been settled or statute barred as yet. The remaining balance of $82,604 accounts payable related to current liabilities incurred in bringing our financial and SEC filings up to date. |
ACCRUED EXPENSES
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12 Months Ended |
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Dec. 31, 2010
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ACCRUED EXPENSES [Abstract] | |
ACCRUED EXPENSES |
5. ACCRUED EXPENSES Following the sale of all of our subsidiary company, CCAPS, effective December 31, 2000, we had no accrued expenses outstanding. |
CAPITAL AND OPERATING LEASES
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12 Months Ended |
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Dec. 31, 2010
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CAPITAL AND OPERATING LEASES [Abstract] | |
CAPITAL AND OPERATING LEASES |
6. CAPITAL AND OPERATING LEASES Following the sale of all of our subsidiary company, CCAPS, effective December 31, 2010, we had no liabilities under capital and operating outstanding. These balances of payable under capital and operating leases outstanding at December 31, 2009 represented an estimate of the outstanding liabilities on capital and operating leases remaining from the December 2000 Chapter 11 bankruptcy. |
RELATED PARTY LOANS
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12 Months Ended |
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Dec. 31, 2010
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RELATED PARTY LOANS [Abstract] | |
RELATED PARTY LOANS |
7. RELATED PARTY LOANS Following the sale of all of our subsidiary company, CCAPS, effective December 31, 2010, we had no liabilities under related party loans outstanding. As at December 31, 2009, related party loans represent the loan made to us by one of our directors, Mr. David J Cutler. Interest is accrued on the loan at 8%. |
COMMITMENTS
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12 Months Ended |
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Dec. 31, 2010
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COMMITMENTS [Abstract] | |
COMMITMENTS |
8. COMMITMENTS AND CONTINGENCIES Capital and Operating Leases Following the sale of all of our subsidiary company, CCAPS, effective December 31, 2010, we had no liabilities under capital and operating outstanding. The balances of payable under capital and operating leases outstanding at December 31, 2009 represented an estimate of the outstanding liabilities on capital and operating leases remaining from the December 2000 Chapter 11 bankruptcy. We have not entered into any further capital or operating leases since December 2006. Litigation No legal proceedings are currently pending or threatened to the best of our knowledge. |
RELATED PARTY TRANSACTIONS
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12 Months Ended |
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Dec. 31, 2010
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RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS |
9. RELATED PARTY TRANSACTIONS During the year ended December 31, 2010, we paid $60,000 (2009 - $60,000) of Mr. Cutler's remuneration to Burlingham Corporate Finance, Inc. ("Burlingham") in the form of consulting fees. Mr. Cutler is the principal shareholder of Burlingham. As at December 31, 2010, we had no outstanding liability with Mr. Cutler (2009 - $99,809) and no accrued interest outstanding (2009 - $5,749). |
STOCKHOLDERS' EQUITY (DEFICIT)
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12 Months Ended |
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Dec. 31, 2010
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STOCKHOLDERS' EQUITY (DEFICIT) [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) |
10. STOCKHOLDERS' EQUITY (DEFICIT): Preferred Stock We were authorized, without further action by the shareholders, to issue 10,000,000 shares of one or more series of preferred stock at a par value of $0.0001, all of which is nonvoting. The Board of Directors may, without shareholder approval, determine the dividend rates, redemption prices, preferences on liquidation or dissolution, conversion rights, voting rights and any other preferences. No shares of preferred stock were issued or outstanding during the financial years ended December 31, 2010 and 2009. Common Stock We were authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share. Effective December 31, 2010 we issued 25,000 shares of our common stock, valued at $1,000, under the terms of the agreement for the sale of our subsidiary company, CCAPS. Warrants No warrants were issued or outstanding during the years ended December 31, 2010 and 2009. Stock Options Effective March 19, 1999, we adopted a stock option plan (the "Plan"). The Plan provides for grants of incentive stock options, nonqualified stock options and restricted stock to designated employees, officers, directors, advisors and independent contractors. The Plan authorized the issuance of up to 75,000 shares of Common Stock. Under the Plan, the exercise price per share of a non-qualified stock option must be equal to at least 50% of the fair market value of the common stock at the grant date, and the exercise price per share of an incentive stock option must equal the fair market value of the common stock at the grant date. The following table summarizes stock option activity under the Plan: Under the Stock Option Plan: Other Grants: ------------------------------------------- -------------------- Granted to Granted to Non- Employees Non-Employees -------------------- ------------------- Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price ------- -------- -------- -------- Outstanding at December 31, 2008 2,000 $45.00 - - Granted - - - - Exercised - - - - Canceled (2,000) (45.00) - - --------- --------- -------- -------- Outstanding at December 31, 2009 - - - - ========= ========= ======== ======== Our remaining options expired, un-exercised, during the year ended December 31, 2009. |
INCOME TAXES
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12 Months Ended |
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Dec. 31, 2010
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INCOME TAXES [Abstract] | |
INCOME TAXES |
11. INCOME TAXES: We have had losses since our Inception, and therefore are not subject to federal or state income taxes. We have accumulated tax losses available for carryforward in excess $16 million. The carryforward is subject to examination by the tax authorities and expires at various dates through the year 2022. The Tax Reform Act of 1986 contains provisions that may limit the NOL carryforwards available for use in any given year upon the occurrence of certain events, including significant changes in ownership interest. Consequently following the issue more than 50% of our total authorized and issued share capital in September 2006 to Mr. Cutler, one of our directors, our ability to use these losses is substantially restricted by the impact of section 382 of the Internal Revenue Code. |
SEGMENT INFORMATION
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12 Months Ended |
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Dec. 31, 2010
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SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION |
12. SEGMENT INFORMATION: We consider our ongoing business activities to constitute a single segment. |
SUBSEQUENT EVENTS
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12 Months Ended |
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Dec. 31, 2010
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SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS |
13. SUBSEQUENT EVENTS: We have evaluated subsequent events through June 20, 2011. There have been no subsequent events after December 31, 2010 for which disclosure is required. |
BALANCE SHEETS (USD $)
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Dec. 31, 2010
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Dec. 31, 2009
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CURRENT ASSETS | ||
Cash and Cash Equivalents | $ 100 | |
Total Current Assets | 100 | |
TOTAL ASSETS | 100 | |
CURRENT LIABILITIES | ||
Accounts Payable | 174,830 | |
Accrued Expenses | 101,789 | |
Capital Leases | 3,660 | |
Operating Leases | 196,216 | |
Related Party Loans | 99,809 | |
Total Current Liabilities | 576,304 | |
COMMITMENTS AND CONTINGENCIES (Note. 8) | ||
STOCKHOLDERS' EQUITY / (DEFICIT) | ||
Preferred Stock; $0.0001 par value, 10,000,000 shares authorized no shares issued and outstanding | ||
Class A Common Stock; $0.0001 par value, 100,000,000, shares authorized, 2,348,407 and 2,359,407 shares issued and outstanding respectively | 239 | 236 |
Additional Paid In Capital | 16,874,642 | 16,873,645 |
Accumulated Deficit | (16,874,781) | (17,450,185) |
Total Stockholders' Equity / (Deficit) | 100 | (576,304) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT) | $ 100 |
BALANCE SHEETS (Parenthetical)
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Dec. 31, 2010
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Dec. 31, 2009
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BALANCE SHEETS [Abstract] | ||
Preferred Stock, par value per share | 0.0001 | 0.0001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Class A Common Stock, par value per share | 0.0001 | 0.0001 |
Class A Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Class A Common Stock, shares issued | 2,384,407 | 2,359,407 |
Class A Common Stock, shares outstanding | 2,384,407 | 2,359,407 |
STATEMENTS OF OPERATIONS (USD $)
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12 Months Ended | |
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Dec. 31, 2010
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Dec. 31, 2009
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OPERATING (INCOME) / EXPENSES | ||
Gain on Sale of Subsidiary Company | $ (676,989) | |
Gain on Debt Relief | (207,300) | |
General and Administrative Expenses | 91,389 | 93,562 |
Total Operating (Income) / Expenses | (585,600) | (113,738) |
OPERATING INCOME (LOSS) | 585,600 | 113,738 |
Interest and Other Income / (Expenses) Net | (10,196) | (4,875) |
Income / (Loss) before Income Taxes | 575,404 | 108,863 |
Provision for Income Taxes | ||
NET INCOME (LOSS) | $ 575,404 | $ 108,863 |
NET INCOME (LOSS) PER COMMON SHARE | ||
Basic and Diluted | 0.24 | 0.05 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||
Basic and Diluted | 2,359,475 | 2,359,407 |
STATEMENTS OF STOCKHOLDERS' EQUITY / (DEFICIT) (USD $)
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Total
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Class A Common Stock [Member]
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Additional Paid-in Capital [Member]
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Accumulated Equity / (Deficit) [Member]
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Balance, Values at Dec. 31, 2008 | $ (685,167) | $ 236 | $ 16,873,645 | $ (17,559,048) |
Balance, Shares at Dec. 31, 2008 | 2,359,407 | |||
Net Income | 108,863 | 108,863 | ||
Balance, Values at Dec. 31, 2009 | (576,304) | 236 | 16,873,645 | (17,450,185) |
Balance, Shares at Dec. 31, 2009 | 2,359,407 | 2,359,407 | ||
Stock Issued on Sale of Subsidiary, Values | 1,000 | 3 | 997 | |
Stock Issued on Sale of Subsidiary, Shares | 25,000 | |||
Net Income | 575,404 | 575,404 | ||
Balance, Values at Dec. 31, 2010 | $ 100 | $ 239 | $ 16,874,642 | $ (16,874,781) |
Balance, Shares at Dec. 31, 2010 | 2,384,407 | 2,384,407 |
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
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12 Months Ended |
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Dec. 31, 2010
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NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES: [Abstract] | |
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES |
1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES: Nature of Operations - In April 2010, Concord Ventures, Inc. ("Concord"), a Colorado corporation, incorporated three new subsidiary companies, CCVG, Inc. ("CCVG"), CCAPS Co. ("CCAPS") and Golden Dragon Holding Co. ("Golden Dragon"). All three of the new subsidiary companies were domiciled in Delaware. Re-domicile in Delaware In order for Concord to re-domicile in Delaware from Colorado, on September 29, 2010, Concord entered into an Agreement and Plan of Merger ("the Merger Agreement") with its wholly owned subsidiary, CCVG. Under the terms of the Merger Agreement, Concord shares of common stock converted automatically to CCVG shares, without change or necessity to reissue. Also under the Merger Agreement, CCVG became the surviving company domiciled in Delaware. Reorganization into a Holding Company Structure Effective December 31, 2010, under an Agreement and Plan of Merger and Reorganization into a Holding Company ("the Reorganization") filed with the Secretary of State of Delaware: - Golden Dragon acquired 100% of the issued share capital of CCVG in a share for share exchange of Golden Dragon shares for CCVG shares with CCVG's existing shareholders, and - CCVG merged with CCAPS, one of CCVG's former subsidiary companies. As a result of this reorganization into a Holding Company structure, Golden Dragon became the surviving publicly quoted parent holding company with CCAPS, the surviving corporation of the merger between CCVG and CCAPS, becoming the sole remaining wholly-owned subsidiary of Golden Dragon. The Reorganization has been accounted for so as to reflect the fact that both CCVG and Golden Dragon were under common control at the date of the Reorganization, similar to a reverse acquisition of CCVG and its subsidiary company, CCAPS, by Golden Dragon. Sale of CCAPS On December 31, 2010, Golden Dragon entered into a Share Purchase Agreement with James Clark. Under the terms of the Share Purchase Agreement, Golden Dragon sold 100% of the issued and outstanding shares of its sole remaining wholly owned subsidiary, CCAPS, to James Clark for $100 cash consideration, subject to its debts, and issued 25,000 shares of Golden Dragon Common Stock, valued at $1,000, to CCAPS pursuant to the terms of the Share Purchase Agreement. At the time of the sale, CCAPS had no ongoing operations or assets and outstanding liabilities of approximately $678,000. Following the merger of CCVG with and into CCAPS, CCAPS, as the surviving corporation in that merger, retained all outstanding liabilities of CCVG in the divestiture. As a result of the sale of 100% of the issued and outstanding shares of CCAPS, Golden Dragon, the surviving publicly quoted holding company will no longer consolidate the liabilities of CCAPS or CCVG. Cash and Cash Equivalents -- Cash and cash equivalents consist of cash and highly liquid debt instruments with original maturities of less than three months. Property and Equipment- We sold all of our fixed assets effective February 16, 2001 for the benefit of our creditors as part of our Chapter 11 reorganization. Accordingly, we had no property and equipment as of December 31, 2010 and 2009 and we recorded no depreciation expense in the years ended December 31, 2010 and 2009. Deferred Costs and Other -- Offering costs with respect to issue of common stock, warrants or options by us were initially deferred and ultimately offset against the proceeds from these equity transactions if successful or expensed if the proposed equity transaction is unsuccessful. We had no deferred costs and other as at December 31, 2010 and 2009. Impairment of Long-Lived and Intangible Assets -- In the event that facts and circumstances indicated that the cost of long-lived and intangible assets may be impaired, an evaluation of recoverability was performed. If an evaluation was required, the estimated future undiscounted cash flows associated with the asset were compared to the asset's carrying amount to determine if a write-down to market value or discounted cash flow value was required. Financial Instruments -- The estimated fair values for financial instruments was determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of notes receivable, accounts receivable, accounts payable and accrued liabilities approximated fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate. Income Taxes -- We account for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Advertising cost -- Advertising costs were expensed as incurred. No advertising costs were incurred in the years ended December 31, 2010 and 2009. Comprehensive Income (Loss) -- Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. From our inception there were no differences between our comprehensive loss and net loss. Our comprehensive income / (loss) for the years ended December 31, 2010 and 2009 was identical to our net income / (loss) for the years ended December 31, 2010 and 2009. Income (Loss) Per Share --. Income (loss) per share is presented in accordance with Accounting Standards Update ("ASU"), Earning Per Share (Topic 260) which requires the presentation of both basic and diluted earnings per share ("EPS") on the consolidated income statements. Basic EPS would exclude any dilutive effects of options, warrants and convertible securities but does include the restricted shares of common stock issued. Diluted EPS would reflect the potential dilution that would occur if securities of other contracts to issue common stock were exercised or converted to common stock. Basic EPS calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted EPS calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Basic and diluted EPS were identical for the years ended December 31, 2010 and 2009 as the exercise price of our outstanding stock options was substantially in excess of our share price throughout these periods. Stock-Based Compensation - We have adopted ASC Topic 718 (formerly SFAS 123R), "Accounting for Stock-Based Compensation", which establishes a fair value method of accounting for stock-based compensation plans. In accordance with guidance now incorporated in ASC Topic 718, the cost of stock options and warrants issued to employees and non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which we expect to receive the benefit, which is generally the vesting period. The fair value of stock warrants was determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. Use of Estimates -- The preparation of our consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Due to uncertainties inherent in the estimation process, it is possible that these estimates could be materially revised within the next year. Business Segments -- We consider our ongoing activities to constitute a single segment. Recently Issued Accounting Pronouncements-- We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations. Gain on debt relief - The Company recorded a gain on debt relief in the year ended December 13, 2009 of $207,300 based on its interpretation of and estimates from various state statutes of limitation. |
GOING CONCERN AND LIQUIDITY
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12 Months Ended |
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Dec. 31, 2010
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GOING CONCERN AND LIQUIDITY [Abstract] | |
GOING CONCERN AND LIQUIDITY |
2. GOING CONCERN AND LIQUIDITY As at December 31, 2010, we had assets of $100, no operating business or other source of income, no outstanding liabilities and a stockholders' equity of $100. In our financial statements for the fiscal years ended December 31, 2010 and 2009, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. Our financial statements for the fiscal years ended December 31, 2010 and 2009 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We had a working capital of $100 and reported an accumulated deficit of $16,874,781 as at December 31, 2010. It is our current intention to seek raise debt and, or, equity financing to fund ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that these events will be satisfactorily completed. |
ASSETS
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12 Months Ended |
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Dec. 31, 2010
|
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ASSETS [Abstract] | |
ASSETS |
3. ASSETS As at December 31, 2010, our sole asset was Cash and Cash Equivalents of $100 relating to the sales consideration arising from the sale of our subsidiary company, CCAPS. We had no assets as at December 31, 2009. |
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