XML 15 R6.htm IDEA: XBRL DOCUMENT v2.4.0.6
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2012
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," "We" or "Us") 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.

 

We are a development stage enterprise in accordance with Accounting Codification

Standard (ACS) 915 "Development Stage Entities." We have been in the development

stage since Inception (January 1, 2011).

 

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

nine months ended September 30, 2012 are not necessarily indicative of the

results that may be expected for the year ended December 31, 2012. 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, 2011 included in our Form 10-K filed with the SEC.

 

Significant Accounting Policies:

 

Development Stage Company - We are a development stage enterprise in accordance

with ACS 915 "Development Stage Entities." We have been in the development stage

since Inception (January 1, 2011). Among the disclosures required as a

development stage company are that our financial statements are identified as

those of a development stage company, and that the statements of operations,

stockholders' deficit and cash flows disclose activity since the date of our

Inception (January 1, 2011) as a development stage company.

 

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

and nine month periods ended September 30, 2012 or 2011 and consequently we

recorded no depreciation expense during the three and nine month periods ended

September 30, 2012 or 2011.

 

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 September 30, 2012 or 2011.

 

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 and nine month periods ended September 30,

2012 or 2011.

 

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 and nine

month periods ended September 30, 2012 or 2011.

 

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 nine month periods ended

September 30, 2012 and 2011 as we had no stock options or warrants outstanding

during those 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 three and nine

month periods ending September 30, 2012 or 2011.

 

Business Segments -- We believe that our activities during the three and nine

month periods ended September 30, 2012 and 2011 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.