10-K/A 1 gdhc10ka123110.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ================================================================================ FORM 10-K/A (Amendment No. 1) (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 000-27055 GOLDEN DRAGON HOLDING CO. ------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 27-4635140 ---------- ------------ (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 2460 WEST 26th AVENUE, SUITE 380-C, DENVER, COLORADO 80211 ---------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (303) 704 4623 ---------------- (TELEPHONE NUMBER, INCLUDING AREA CODE) Securities registered pursuant to Section 12(b) of the Act: NONE Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.0001 PAR VALUE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes |_| No |X| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (check one): Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |_| Smaller reporting company |X| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_| As of June 20, 2011 there were 2,384,407 shares of Common Stock of the registrant issued and outstanding of which 838,287 were held by non-affiliates of the registrant The aggregate market value of common stock held by non-affiliates of the registrant as of June 20, 2011 was approximately $259,869. Explanatory Note Golden Dragon Holding Co. is filing this Amendment No. 1 (the "Form 10-K/A") to our Annual Report on Form 10-K for the year ended December 31, 2010 (the "Form 10-K"), filed with the Securities and Exchange Commission ("SEC") on June 28, 2011, for the sole purpose of filing the Interactive Data Files furnished as Exhibit 101, which were omitted from the previous filing. No other changes have been made to the Form 10-K. This Form 10-K/A continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-K. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES The following exhibits are filed as part of this Annual Report on Form 10-K in accordance with Item 601 of Regulation S-K: EXHIBIT NUMBER DESCRIPTION AND METHOD OF FILING 2.1 Agreement and Plan of Merger (1) 2.2 Agreement and Plan of Merger and Reorganization Into Holding Company (1) 3(i).1 Articles of Incorporation of Golden Dragon Holding Co.(1) 3(ii).1 Bylaws of Golden Dragon Holding Co.(1) 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act(1) 32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act (1) 101.INS XBRL Instance Document (2) 101.SCH XBRL Taxonomy Extension Schema Document (2) 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (2) 101.DEF XBRL Taxonomy Extension Definition Linkbase Document (2) 101.LAB XBRL Taxonomy Extension Label Linkbase Document (2) 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (2) (1) Filed with, or incorporated by reference in, our Form 10-K filed June 28, 20101 (File No. 000-27055). (2) Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. SIGNATURES In accordance with the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. GOLDEN DRAGON HOLDING CO. Date: June 29, 2011 By: /s/ DAVID J. CUTLER -------------------------- David J Cutler Chief Executive Officer, & Chief Financial Officer In accordance with the Securities Exchange Act of 1924, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ David J. Cutler Chief Executive Officer June 29, 2011 David J. Cutler & Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Redgie Green Director June 29, 2011