NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2014 |
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | ' |
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 |
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. On May 9, 2014 we entered into a "Plan of |
Reorganization" with CannaPharmaRX, Inc. There are certain milestones to be met |
under the terms of this plan and as at the time of this filing the requirements |
are in the process of being met. |
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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). |
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History |
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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. |
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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 |
Colorado, on September 29, 2010, Concord entered into an Agreement and Plan of |
Reorganization ("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. |
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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 |
statute, under Delaware General Corporate Law (DGCL) Section 251(g), CCVG |
completed an Agreement and Plan of Reorganization 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. |
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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. |
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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. |
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Sale of CCAPS |
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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. |
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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. |
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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. |
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Basis of Presentation: |
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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. |
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Operating results for the three months ended June 30, 2014 are not necessarily |
indicative of the results that may be expected for the year ended December 31, |
2014. 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, 2013 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 |
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. |
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Use of Estimate |
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The preparation of our 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. |
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Cash and Cash Equivalents |
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Cash and cash equivalents consist of cash and highly liquid debt instruments |
with original maturities of less than three months. |
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Property and Equipment |
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We owned no property and equipment during the three months ended June 30, 2014 |
or 2013 and consequently we recorded no depreciation expense during the three |
months ended June 30, 2014 or 2013. |
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Deferred Costs and Other Offering Costs |
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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, 2014 or 2013. |
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Impairment of Long-Lived and Intangible Assets |
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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. |
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Financial Instruments |
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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 fair value of |
accounts payable and related party loan approximate to their carrying value due |
to the short maturities of these financial instruments. |
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Income Taxes |
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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. |
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Advertising costs |
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Advertising costs are expensed as incurred. Advertising costs of $12,844 were |
incurred during the three months ended June 30, 2014, there were no advertising |
costs for the three months ended June 30, 2013. |
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Comprehensive Income (Loss) |
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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. |
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Our comprehensive loss was identical to our net loss for the three months ended |
June 30, 2014 and 2013. |
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Income (Loss) Per Share |
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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. |
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Basic and diluted EPS were identical for the three months ended June 30, 2014 |
and 2013 as we had no stock options, warrants or convertible debt issued or |
outstanding during those periods. |
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Stock-Based Compensation |
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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. |
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No stock based compensation was issued or outstanding during the three months |
ended June 30, 2014 or 2013. |
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Business Segments |
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We believe that our activities during the three months ended June 30, 2014 and |
2013 comprised a single segment. |
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Recently Issued Accounting Pronouncements |
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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. |