XML 23 R6.htm IDEA: XBRL DOCUMENT  v2.3.0.11
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2011
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 and six months ended June 30, 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 six month periods ended June 30, 2011 or 2011 and consequently we recorded no depreciation expense during the six month period ended June 30, 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 June 30, 2011 or at December 31, 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 six month periods ended June 30, 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 six month periods ended June 30, 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 and six month periods ended June 30, 2011 and 2010 as we had no stock options or warrants outstanding during these periods.

 

Stock-Based Compensation -- We have adopted ASC Topic 718, "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 six month periods ending June 30, 2011 and 2010.

 

Business Segments -- We believe that our activities during the six month periods ended June 30, 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.