Document and Entity Information
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3 Months Ended | |
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Mar. 31, 2011
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Jun. 27, 2011
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Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2011 | |
Entity Registrant Name | GOLDEN DRAGON HOLDING CO. | |
Entity Central Index Key | 0001081938 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2011 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,384,407 |
ACCRUED EXPENSES
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3 Months Ended |
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Mar. 31, 2011
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ACCRUED EXPENSES [Abstract] | |
ACCRUED EXPENSES |
5. ACCRUED EXPENSES As at March 31, 2011, the balance of accrued expenses represents interest payable on our related party loan (See Note 6.). Following the sale of all of our subsidiary company, CCAPS, effective December 31, 2010, we had no accrued expenses outstanding as at December 31, 2010. |
RELATED PARTY LOANS
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3 Months Ended |
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Mar. 31, 2011
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RELATED PARTY LOANS [Abstract] | |
RELATED PARTY LOANS |
6. RELATED PARTY LOAN As at March 31, 2011, the related party loan represents a loan made to us by Mr. David J. Cutler, our sole officer, a director and majority shareholder. The loan is repayable on demand and at March 31, 2011, the principal balance owed was $15,000 with accrued interest of $99. Interest is accrued on the loan at 8%. Following the sale of all of our subsidiary company, CCAPS, effective December 31, 2010, we had no related party loan outstanding as at December 31, 2010. |
COMMITMENTS
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3 Months Ended |
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Mar. 31, 2011
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COMMITMENTS [Abstract] | |
COMMITMENTS |
7. COMMITMENTS: Capital and Operating Leases We had no capital or operating leases outstanding as at March 31, 2011. Following the sale of all of our subsidiary company, CCAPS, effective December 31, 2010, we had no capital or operating leases outstanding as at December 31, 2010. Litigation No legal proceedings are currently pending or threatened to the best of our knowledge. |
RELATED PARTY TRANSACTIONS
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3 Months Ended |
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Mar. 31, 2011
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RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS |
8. RELATED PARTY TRANSACTIONS As at March 31, 2011, we owed Mr. Cutler, our sole officer, a director and majority shareholder, $15,099 including accrued interest of $99. During the three months ended March 31, 2011, we paid $15,000 (2010 - $15,000) 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. |
STOCKHOLDERS' DEFICIT
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3 Months Ended |
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Mar. 31, 2011
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STOCKHOLDERS' DEFICIT [Abstract] | |
STOCKHOLDERS' DEFICIT |
9. STOCKHOLDERS' 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 at March 31, 2011. Common Stock We were authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share. On April 29, 2008, we held our annual meeting of stockholders at which meeting the majority of stockholders approved, an up to 3 for 1 reverse split of our shares of common stock. No such reverse split has been effected as yet. Recent Issuances No shares of our common stock were issued in the three months ended March 31, 2011 or 2010. Warrants No warrants were issued or outstanding during the three months ended March 31, 2011 or 2010. 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 Class A 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. No stock options were issued or outstanding during the three months ended March 31, 2011. During the year ended December 31, 2009, the 2,000 remaining stock options outstanding under the plan expired. |
INCOME TAXES
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3 Months Ended |
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Mar. 31, 2011
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INCOME TAXES [Abstract] | |
INCOME TAXES |
10. 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. |
SUBSEQUENT EVENTS
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3 Months Ended |
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Mar. 31, 2011
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SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS |
11. SUBSEQUENT EVENTS We have evaluated subsequent events through June 27, 2011. Other than those set out above, there have been no subsequent events after March 31, 2011 for which disclosure is required. |
BALANCE SHEETS (USD $)
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Mar. 31, 2011
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Dec. 31, 2010
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CURRENT ASSETS | ||
Cash and Cash Equivalents | $ 100 | $ 100 |
Total Current Assets | 100 | 100 |
TOTAL ASSETS | 100 | 100 |
CURRENT LIABILITIES | ||
Accounts Payable | 477 | |
Accrued Expenses | 99 | |
Related Party Loans | 15,000 | |
Total Current Liabilities | 15,576 | |
COMMITMENTS AND CONTINGENCIES (Note. 7) | ||
STOCKHOLDERS' 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 as at March 31, 2011 and December 31, 2010, 2,384,407 shares issued and outstanding as at March 31, 2011 and December 31, 2010 | 239 | 239 |
Additional Paid In Capital | 16,874,642 | 16,874,642 |
Accumulated Deficit | (16,890,357) | (16,874,781) |
Total Stockholders' (Deficit) / Equity | (15,476) | 100 |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) / EQUITY | $ 100 | $ 100 |
BALANCE SHEETS (Parenthetical)
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Mar. 31, 2011
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Dec. 31, 2010
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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 | 2,384,407 |
Class A Common Stock, shares outstanding | 2,384,407 | 2,384,407 |
STATEMENTS OF OPERATIONS (USD $)
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3 Months Ended | |
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Mar. 31, 2011
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Mar. 31, 2010
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OPERATING EXPENSES | ||
General and Administrative Expenses | $ 15,477 | $ 14,255 |
Total Operating Expenses | 15,477 | 14,255 |
OPERATING LOSS | (15,477) | (14,255) |
Interest and Other Income / (Expenses) Net | (99) | (2,067) |
Loss before Income Taxes | (15,576) | (16,322) |
Provision for Income Taxes | ||
NET LOSS | $ (15,576) | $ (16,322) |
NET LOSS PER COMMON SHARE | ||
Basic and Diluted | (0.01) | (0.01) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||
Basic and Diluted | 2,384,407 | 2,359,407 |
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
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3 Months Ended |
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Mar. 31, 2011
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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 Business Golden Dragon Holding Co. "Golden Dragon" is a publicly quoted shell company seeking to create value for our shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of our common stock. No potential merger candidate has been identified at this time. History Golden Dragon was incorporated in the State of Delaware in April 2010 as a wholly owned subsidiary of Concord Ventures, Inc. "Concord". Concord was a publicly quoted shell company with no assets, no operating business or other source of income and liabilities in excess of $590,000. Merger of Concord In order for Concord to re-domicile in the State of Delaware from the State of Colorado, on September 29, 2010, Concord entered into an Agreement and Plan of Merger "the Merger Agreement" with one of its wholly owned subsidiary companies, CCVG, Inc. "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, pursuant to the Delaware Holding Company formation statute, under Delaware General Corporate Law (DGCL) Section 251(g), CCVG completed an Agreement and Plan of Merger and Reorganization into a Holding Company "the Reorganization" with CCAPS, Inc. "CCAPS" and Golden Dragon, both wholly-owned subsidiaries of CCVG. The Reorganization provided for the merger of CCVG with and into CCAPS, with CCAPS being the surviving corporation in that merger. Contemporaneously with CCVG's merger with and into CCAPS, the shareholders of CCVG were converted into shareholders of Golden Dragon on a one share for one share basis. 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 an unrelated third party. 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 for $100 cash consideration, subject to its debts, and issued 25,000 restricted 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. Basis of Presentation: The accompanying unaudited financial statements of Golden Dragon have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2010 included in our Form 10-K filed with the SEC. Significant Accounting Policies: 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. 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 owned no property and equipment during the three months ended March 31, 2011 or 2011 and consequently we recorded no depreciation expense during the three months ended March 31, 2011 or 2010. 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 March 31, 2011 or 2010. 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 costs -- Advertising costs are expensed as incurred. No advertising costs were incurred during the three months ended March 31, 2011 or 2010. 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 loss was identical to our net loss for the three months ended March 31, 2011 and 2010. 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 three months ended March 31, 2011 and 2010. We had no stock options outstanding during the three months ended March 31, 2011 and during the three months ended March 31, 2010 our outstanding stock options was substantially in excess of our share price throughout the period. 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. No stock based compensation was issued or outstanding during the three months ending March 31, 2011 or 2010. Business Segments -- We believe that our activities during the three months ended March 31, 2011 and 2010 comprised 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. |
GOING CONCERN AND LIQUIDITY
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3 Months Ended |
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Mar. 31, 2011
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GOING CONCERN AND LIQUIDITY [Abstract] | |
GOING CONCERN AND LIQUIDITY |
2. GOING CONCERN AND LIQUIDITY: At March 31, 2011, we had cash of $100, no other assets, no operating business or other source of income, outstanding liabilities totaling $15,576 and a stockholders' deficit of $15,476. 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 unaudited financial statements for the three months ended March 31, 2011 and 2010 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 deficit of $15,476 and reported an accumulated deficit of $16,890,357 as at March 31, 2011. It is our current intention to seek to raise debt and, or, equity financing to fund our ongoing operating expenses and attempt to create value for our shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of our common stock. There is no assurance that this series of events will be satisfactorily completed. |
ASSETS
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3 Months Ended |
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Mar. 31, 2011
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ASSETS [Abstract] | |
ASSETS |
3. ASSETS As at March 31, 2011 and 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. |
ACCOUNTS PAYABLE
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3 Months Ended |
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Mar. 31, 2011
|
|
ACCOUNTS PAYABLE [Abstract] | |
ACCOUNTS PAYABLE |
4. ACCOUNTS PAYABLE As at March 31, 2011, the balance of accounts payable represents legal fees payable. Following the sale of all of our subsidiary company, CCAPS, effective December 31, 2010, we had no accounts payable outstanding as at December 31, 2010. |
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