0001072588-14-000131.txt : 20141212 0001072588-14-000131.hdr.sgml : 20141212 20141212130508 ACCESSION NUMBER: 0001072588-14-000131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20141201 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141212 DATE AS OF CHANGE: 20141212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANNAPHARMARX, INC. CENTRAL INDEX KEY: 0001081938 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 274635140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27055 FILM NUMBER: 141282923 BUSINESS ADDRESS: STREET 1: ONE COLLINS DRIVE CITY: CARNEYS POINT STATE: NJ ZIP: 08069 BUSINESS PHONE: 720-939-1133 MAIL ADDRESS: STREET 1: ONE COLLINS DRIVE CITY: CARNEYS POINT STATE: NJ ZIP: 08069 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN DRAGON HOLDING CO. DATE OF NAME CHANGE: 20110125 FORMER COMPANY: FORMER CONFORMED NAME: CCVG, INC. DATE OF NAME CHANGE: 20101117 FORMER COMPANY: FORMER CONFORMED NAME: CONCORD VENTURES, INC. DATE OF NAME CHANGE: 20071003 8-K 1 gdhc8kpressreleases.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 1, 2014 CANNAPHARMARX, INC. --------------------- (Exact name of Registrant as specified in its charter) Delaware 000-27055 24-4635140 ---------------------------- -------------------------- --------------------- (State or other jurisdiction (Commission File Number) (IRS Employer Identi- of incorporation) fication No.) One Collins Drive, Salem Business Center, Carneys Point, NJ 08069-3640 -------------------------------------------------- (Address of principal executive offices) 720-939-1133 ----------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ----------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 7 - REGULATION FD Item 7.01 Regulation FD Disclosure Press Release on December 1, 2014 --------------------------------- The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing. On December 1, 2014, CannaPharmaRx, Inc. made a press release announcing its new headquarters. The text of the press release is attached hereto as Exhibit 99.1. Press Release on December 4, 2014 --------------------------------- On December 4, 2014, CannaPharmaRx, Inc. made a press release announcing its new financial controller. The text of the press release is attached hereto as Exhibit 99.2. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K. Exhibit # Description 99.1 Press Release dated December 1, 2014 99.2 Press Release dated December 4, 2014 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CANNAPHARMRARX, INC. By: /s/ Gerry Crocker ----------------------------------------- Gerry Crocker Chief Executive Officer Date: December 11, 2014 EX-99 2 ex99-1.txt EXHIBIT 99.1 CannaPharmaRx, Inc. Officially Opens Headquarters in New Jersey December 1, 2014: CannaPharmaRx, Inc., (OTC: GDHC), the New Jersey-based pharmaceutical research and discovery company, officially took possession of its new headquarters in Carney's Point Township in southwest New Jersey - a state that is home to 14 of the 20 largest pharmaceutical companies in the world. "Establishing our headquarters in New Jersey puts us in close proximity to some of the most experienced pharmaceutical executives in the world." said Gerry Crocker, CannaPharmaRx CEO. "Not only is it a rich source of human capital, it is ideally geographically positioned for easy access to our staff and development partners." Pharmaceutical companies located in New Jersey include Johnson & Johnson, Bristol-Myers Squibb, Merck & Co. and Novo Nordisk. Further, an estimated 22,000 students in New Jersey graduate each year with degrees in the life sciences from New Jersey's colleges and universities.1 The state also boasts that its heavy concentration of medical institutions and population density provides an environment conducive to clinical trials. The pharmaceutical industry in New Jersey benefits from its location, which is within easy reach of major cities including New York, Philadelphia and Baltimore. CannaPharmaRx's offices are in close proximity to Philadelphia airport, Wilmington and Philadelphia train stations and the I-95 and New Jersey Turnpike corridor. CannaPharmaRx expects to derive value from various New Jersey tax incentives provided to pharmaceutical companies who establish residence in the state. About CannaPharmaRx: Headquartered in Carney's Point, New Jersey, CannaPharmaRx is a pharmaceutical company whose mission is to advance cannabinoid discovery, science, research & development, and to bring novel prescription, veterinary and personal care cannabinoid-based products to market in the U.S. and worldwide. For more information, visit www.cannapharmarx.com. Forward Looking Statements: Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as "anticipate," "believe," "forecast," "estimated" and "intend," among others. These forward-looking statements are based on CannaPharmaRx's current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, substantial competition; our ability to continue as a going concern; our need for additional financing; uncertainties of patent protection and litigation; clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results; uncertainties of government or fourth party payer reimbursement; limited sales and marketing efforts and dependence upon fourth parties; and risks related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. As with any pharmaceutical products under development, there are significant risks in the development, regulatory approval and commercialization of new products. There are no guarantees that future clinical trials discussed in this press release will be completed or successful or that any product will receive regulatory approval for any indication or prove to be commercially successful. CannaPharmaRx does not undertake an obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in CannaPharmaRx's private placement agreement and Form 10-Q as of September 30, 2014 (Unaudited) and other periodic reports filed with the Securities and Exchange Commission. SOURCE: CannaPharmaRx, Inc. Contacts: Ari Herrera, Interlinked, ari@interlinked.com Delray Wannamaker, Interlinked, delray@interlinked.com Kathleen Wolff, CannaPharmaRx, kwolff@cannapharmarx.com EX-99 3 ex99-2.txt EXHIBIT 99.2 CannaPharmaRx, Inc. Announces New Financial Controller to be based in NJ Headquarters December 4, 2014: CannaPharmaRx, Inc., (OTCQB: GDHC), the New Jersey-based pharmaceutical research and discovery company, today announced the hiring of Thomas J. Della-Franco III as Financial Controller. Mr. Della-Franco will work on a consulting basis out of the company's new headquarters in Carney's Point, New Jersey. "Tom's diverse work experience is an excellent fit for our rapidly evolving company. He is a highly accomplished financial executive with expertise in manufacturing, importing and distribution, and with demonstrated success in financing, refinancing, restructurings and mergers & acquisitions," said Gerry Crocker, CEO, CannaPharmaRx. In his most recent position as Chief Financial Officer for ZPC Holdings, Mr. Della-Franco led the company's Sarbanes Oxley (SOX) compliance, strategic acquisitions, LBOs, private equity rounds and was the key contact for due diligence rounds prior to the company's sale to a Fortune 500 company. Prior to ZPC Holdings, Mr. Della-Franco worked as Senior Auditor for the auditing firm of Peat, Marwick Mitchell & Company (now KPMG) in Philadelphia. "For me, the most rewarding position is one where I can have a balance of strategic and hands-on financial management. At CannaPharmaRx, I am looking forward to helping to identify and capture opportunities to help the company accelerate, expand and grow," said Mr. Della-Franco. This week, CannaPharmaRx officially announced the opening of its New Jersey headquarters where its administrative offices, including finance, are now based. Financial information can be found in the company's form 10-Q filing for the fiscal third quarter ending September 30 which was filed with the Securities and Exchange Commission on November 19. About CannaPharmaRx: Headquartered in Carney's Point, New Jersey, CannaPharmaRx is a pharmaceutical company whose mission is to advance cannabinoid discovery, science, research & development, and to bring novel prescription, veterinary and personal care cannabinoid-based products to market in the U.S. and worldwide. For more information, visit www.cannapharmarx.com. Forward Looking Statements: Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as "anticipate," "believe," "forecast," "estimated" and "intend," among others. These forward-looking statements are based on CannaPharmaRx's current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, substantial competition; our ability to continue as a going concern; our need for additional financing; uncertainties of patent protection and litigation; clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results; uncertainties of government or fourth party payer reimbursement; limited sales and marketing efforts and dependence upon fourth parties; and risks related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. As with any pharmaceutical products under development, there are significant risks in the development, regulatory approval and commercialization of new products. There are no guarantees that future clinical trials discussed in this press release will be completed or successful or that any product will receive regulatory approval for any indication or prove to be commercially successful. CannaPharmaRx does not undertake an obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in CannaPharmaRx's private placement agreement and Form 10-Q as of September 30, 2014 (Unaudited) and other periodic reports filed with the Securities and Exchange Commission. SOURCE: CannaPharmaRx, Inc. Contact: Kathleen Wolff, CannaPharmaRx, kwolff@cannapharmarx.com