NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2013 |
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | ' |
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1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES: |
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Nature of Operations |
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Business |
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Golden Dragon Holding Co. ("Golden Dragon," "We" or "Us") is a publicly quoted |
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shell company seeking to create value for our shareholders by merging with |
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another entity with experienced management and opportunities for growth in |
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return for shares of our common stock. No potential merger candidate has been |
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identified at this time. |
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We are a development stage enterprise in accordance with Accounting Codification |
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Standard ("ACS") 915 "Development Stage Entities." We have been in the |
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development stage since Inception (January 1, 2011). |
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History |
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Golden Dragon was incorporated in the State of Delaware in April 2010 as a |
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wholly owned subsidiary of Concord Ventures, Inc. ("Concord"). Concord was a |
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publicly quoted shell company with no assets, no operating business or other |
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source of income and liabilities in excess of $590,000. |
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Merger of Concord |
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In order for Concord to re-domicile in the State of Delaware from the State of |
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Colorado, on September 29, 2010, Concord entered into an Agreement and Plan of |
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Merger ("the Merger Agreement") with one of its wholly owned subsidiary |
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companies, CCVG, Inc. ("CCVG"). Under the terms of the Merger Agreement, Concord |
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shares of common stock converted automatically to CCVG shares, without change or |
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necessity to reissue. Also under the Merger Agreement, CCVG became the surviving |
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company domiciled in Delaware. |
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Reorganization into a Holding Company Structure |
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Effective December 31, 2010, pursuant to the Delaware Holding Company formation |
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statute, under Delaware General Corporate Law (DGCL) Section 251(g), CCVG |
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completed an Agreement and Plan of Merger and Reorganization into a Holding |
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Company ("the Reorganization") with CCAPS, Inc. ("CCAPS") and Golden Dragon, |
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both wholly-owned subsidiaries of CCVG. The Reorganization provided for the |
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merger of CCVG with and into CCAPS, with CCAPS being the surviving corporation |
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in that merger. Contemporaneously with CCVG's merger with and into CCAPS, the |
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shareholders of CCVG were converted into shareholders of Golden Dragon on a one |
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share for one share basis. |
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As a result of this reorganization into a Holding Company structure, Golden |
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Dragon became the surviving publicly quoted parent holding company with CCAPS, |
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the surviving corporation of the merger between CCVG and CCAPS, becoming the |
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sole remaining wholly-owned subsidiary of Golden Dragon. |
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The Reorganization has been accounted for so as to reflect the fact that both |
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CCVG and Golden Dragon were under common control at the date of the |
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Reorganization, similar to a reverse acquisition of CCVG and its subsidiary |
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company, CCAPS, by Golden Dragon. |
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Sale of CCAPS |
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On December 31, 2010, Golden Dragon entered into a Share Purchase Agreement with |
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an unrelated third party. Under the terms of the Share Purchase Agreement, |
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Golden Dragon sold 100% of the issued and outstanding shares of its sole |
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remaining wholly owned subsidiary, CCAPS for $100 cash consideration, subject to |
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its debts, and issued 25,000 restricted shares of Golden Dragon common stock, |
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valued at $1,000, to CCAPS pursuant to the terms of the Share Purchase |
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Agreement. At the time of the sale, CCAPS had no ongoing operations or assets |
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and outstanding liabilities of approximately $678,000. |
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Following the merger of CCVG with and into CCAPS, CCAPS, as the surviving |
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corporation in that merger, retained all outstanding liabilities of CCVG in the |
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divestiture. |
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As a result of the sale of 100% of the issued and outstanding shares of CCAPS, |
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Golden Dragon, the surviving publicly quoted holding company, will no longer |
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consolidate the liabilities of CCAPS or CCVG. |
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Basis of Presentation: |
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The accompanying unaudited financial statements of Golden Dragon have been |
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prepared in accordance with generally accepted accounting principles for interim |
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financial information and with the instructions to Form 10-Q and Article 10 of |
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Regulation S-X. Accordingly, they do not include all of the information and |
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footnotes required by generally accepted accounting principles for complete |
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financial statements. In our opinion the financial statements include all |
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adjustments (consisting of normal recurring accruals) necessary in order to make |
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the financial statements not misleading. Operating results for the three and six |
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month periods ended September 30, 2013 are not necessarily indicative of the |
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results that may be expected for the year ended December 31, 2013. For more |
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complete financial information, these unaudited financial statements should be |
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read in conjunction with the audited financial statements for the year ended |
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December 31, 2012 included in our Form 10-K filed with the SEC. |
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Significant Accounting Policies: |
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Development Stage Company - We are a development stage enterprise in accordance |
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with ACS 915 "Development Stage Entities." We have been in the development stage |
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since Inception (January 1, 2011). Among the disclosures required as a |
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development stage company are that our financial statements are identified as |
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those of a development stage company, and that the statements of operations, |
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stockholders' deficit and cash flows disclose activity since the date of our |
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Inception (January 1, 2011) as a development stage company. |
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Use of Estimates -- The preparation of our financial statements in conformity |
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with generally accepted accounting principles requires management to make |
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estimates and assumptions that affect the amounts reported in these financial |
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statements and accompanying notes. Actual results could differ from those |
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estimates. Due to uncertainties inherent in the estimation process, it is |
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possible that these estimates could be materially revised within the next year. |
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Cash and Cash Equivalents -- Cash and cash equivalents consist of cash and |
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highly liquid debt instruments with original maturities of less than three |
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months. |
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Property and Equipment -- We owned no property and equipment during the three |
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and nine month periods ended September 30, 2013 or 2012 and consequently we |
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recorded no depreciation expense during the three and nine month periods ended |
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September 30, 2013 or 2012. |
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Deferred Costs and Other -- Offering costs with respect to issue of common |
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stock, warrants or options by us were initially deferred and ultimately offset |
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against the proceeds from these equity transactions if successful or expensed if |
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the proposed equity transaction is unsuccessful. We had no deferred costs and |
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other as at September 30, 2013 or 2012. |
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Impairment of Long-Lived and Intangible Assets -- In the event that facts and |
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circumstances indicated that the cost of long-lived and intangible assets may be |
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impaired, an evaluation of recoverability was performed. If an evaluation was |
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required, the estimated future undiscounted cash flows associated with the asset |
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were compared to the asset's carrying amount to determine if a write-down to |
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market value or discounted cash flow value was required. |
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Financial Instruments -- The estimated fair values for financial instruments was |
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determined at discrete points in time based on relevant market information. |
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These estimates involved uncertainties and could not be determined with |
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precision. The carrying amounts of notes receivable, accounts receivable, |
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accounts payable and accrued liabilities approximated fair value because of the |
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short-term maturities of these instruments. The fair value of notes payable |
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approximated to their carrying value as generally their interest rates reflected |
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our effective annual borrowing rate. |
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Income Taxes -- We account for income taxes under the liability method, which |
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requires recognition of deferred tax assets and liabilities for the expected |
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future tax consequences of events that have been included in the financial |
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statements or tax returns. Under this method, deferred tax assets and |
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liabilities are determined based on the difference between the financial |
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statements and tax bases of assets and liabilities using enacted tax rates in |
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effect for the year in which the differences are expected to reverse. |
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Advertising costs -- Advertising costs are expensed as incurred. No advertising |
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costs were incurred during the three and nine month periods ended September 30, |
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2013 or 2012. |
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Comprehensive Income (Loss) -- Comprehensive income is defined as all changes in |
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stockholders' equity (deficit), exclusive of transactions with owners, such as |
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capital investments. Comprehensive income includes net income or loss, changes |
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in certain assets and liabilities that are reported directly in equity such as |
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translation adjustments on investments in foreign subsidiaries and unrealized |
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gains (losses) on available-for-sale securities. From our Inception there were |
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no differences between our comprehensive loss and net loss. |
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Our comprehensive loss was identical to our net loss for the three and nine |
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month periods ended September 30, 2013 and 2012. |
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Income (Loss) Per Share -- Income (loss) per share is presented in accordance |
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with Accounting Standards Update ("ASU"), Earning Per Share (Topic 260) which |
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requires the presentation of both basic and diluted earnings per share ("EPS") |
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on the consolidated income statements. Basic EPS would exclude any dilutive |
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effects of options, warrants and convertible securities but does include the |
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restricted shares of common stock issued. Diluted EPS would reflect the |
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potential dilution that would occur if securities of other contracts to issue |
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common stock were exercised or converted to common stock. Basic EPS calculations |
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are determined by dividing net income by the weighted average number of shares |
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of common stock outstanding during the year. Diluted EPS calculations are |
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determined by dividing net income by the weighted average number of common |
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shares and dilutive common share equivalents outstanding. |
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Basic and diluted EPS were identical for the three and nine month periods ended |
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September 2013 and 2012 as we had no stock options or warrants outstanding |
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during those periods. |
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Stock-Based Compensation -- We have adopted ASC Topic 718, "Accounting for |
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Stock-Based Compensation," which establishes a fair value method of accounting |
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for stock-based compensation plans. In accordance with guidance now incorporated |
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in ASC Topic 718, the cost of stock options and warrants issued to employees and |
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non-employees is measured on the grant date based on the fair value. The fair |
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value is determined using the Black-Scholes option pricing model. The resulting |
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amount is charged to expense on the straight-line basis over the period in which |
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we expect to receive the benefit, which is generally the vesting period. The |
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fair value of stock warrants was determined at the date of grant using the |
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Black-Scholes option pricing model. The Black-Scholes option model requires |
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management to make various estimates and assumptions, including expected term, |
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expected volatility, risk-free rate, and dividend yield. |
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No stock based compensation was issued or outstanding during the three and nine |
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month periods ending September 30, 2013 or 2012. |
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Business Segments -- We believe that our activities during the three and nine |
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month periods ended September 30, 2013 and 2012 comprised a single segment. |
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Recently Issued Accounting Pronouncements-- We have reviewed all recently |
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issued, but not yet effective, accounting pronouncements and do not believe the |
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future adoption of any such pronouncements may be expected to cause a material |
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impact on our financial condition or the results of our operations. |
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