Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 29, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Entity Registrant Name | 'GOLDEN DRAGON HOLDING CO. | ' |
Entity Central Index Key | '0001081938 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 11,384,407 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash | $1,978,862 | ' |
Total current assets | 1,978,862 | ' |
Total Assets | 1,978,862 | ' |
Current liabilities | ' | ' |
Accounts payable | ' | 52,206 |
Accrued interest payable - related party | ' | 25,894 |
Related party loan | ' | 213,934 |
Total current liabilties | ' | 292,034 |
Notes payable - related party | ' | ' |
Total Liabilities | ' | 292,034 |
Stockholders' Equity | ' | ' |
Preferred Stock; $0.0001 par value, 10,000,000 shares authorized no shares issued and outstanding | ' | ' |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 15,548,407 and 2,384,407 issued and outstanding respectively, (adjusted to include 4,164,000 shares subscribed, authorized, and fully paid but unissued at June 30, 2014) | 1,555 | 238 |
Additional paid in capital | 19,322,998 | 16,874,643 |
Retained deficit | -17,345,691 | -17,166,915 |
Total Stockholders' Deficit | 1,978,862 | -292,034 |
Total Liabilities and Stockholders' Deficit | $1,978,862 | ' |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
BALANCE SHEETS [Abstract] | ' | ' |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 15,548,407 | 2,384,407 |
Common stock, shares outstanding | 15,548,407 | 2,384,407 |
Common stock, shares subscribed, authorized, and fully paid but unissued | 4,164,000 | ' |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' |
Operating Expenses: | ' | ' | ' | ' |
Advertising and promotion | 12,844 | ' | 12,844 | ' |
Dues and subscriptions | 5,200 | ' | 5,200 | ' |
Management consulting | 69,000 | ' | 69,000 | ' |
Meeting expense | 1,814 | ' | 1,814 | ' |
Professional fees | 57,035 | ' | 63,143 | ' |
Payroll expense | ' | ' | 15,000 | ' |
Travel | 4,176 | ' | 4,176 | ' |
General and administrative | 3,090 | 20,736 | 3,090 | 40,712 |
Total operating expenses | 153,159 | 20,736 | 174,267 | 40,712 |
Income (loss) from operations | -153,159 | -20,736 | -174,267 | -40,712 |
Other income (expense) | ' | ' | ' | ' |
Interest income (expense) net | 21 | -3,361 | -4,509 | -6,279 |
Other income (expense) net | 21 | -3,361 | -4,509 | -6,279 |
Income (loss) before provision for income taxes | -153,138 | -24,097 | -178,776 | -46,991 |
Provision (credit) for income tax | ' | ' | ' | ' |
Net income (loss) | ($153,138) | ($24,097) | ($178,776) | ($46,991) |
Net income (loss) per share (Basic and fully diluted) | ($0.01) | ($0.01) | ($0.03) | ($0.02) |
Weighted average number of common shares outstanding | 10,504,407 | 2,384,407 | 6,444,407 | 2,384,407 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash Flows From Operating Activities: | ' | ' |
Net income (loss) | ($178,776) | ($46,991) |
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | ' | ' |
Compensatory loan increases/(decreases) | -180,000 | 30,000 |
Non cash write off of old debt | 71,672 | ' |
Changes in operating Assets & Liabilities | ' | ' |
Increase/(Decrease) in Accounts Payable | -52,206 | 5,203 |
Increase/(Decrease) in Accrued Expenses | -25,894 | 5,829 |
Net cash provided by (used for) operating activities | -365,204 | -5,959 |
Cash Flows From Investing Activities: | ' | ' |
Net cash provided by (used for) investing activities | ' | ' |
Cash Flows From Financing Activities: | ' | ' |
Increase/(Decrease) in Related Party Loan | -33,934 | 5,959 |
Sales of common stock | 2,378,000 | ' |
Net cash provided by (used for) financing activities | 2,344,066 | 5,959 |
Net Increase (Decrease) In Cash | 1,978,862 | ' |
Cash At The Beginning Of The Period | ' | 25 |
Cash At The End Of The Period | 1,978,862 | 25 |
Schedule of Non-Cash Investing and Financing Activities | ' | ' |
Related party loans | -71,672 | 30,000 |
Supplemental Disclosure | ' | ' |
Cash paid for interest | ' | ' |
Cash paid for income tax | ' | ' |
NATURE_OF_OPERATIONS_AND_SIGNI
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: | |
Nature of Operations | |
Business | |
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. | |
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 | |
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. | |
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 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. | |
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 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. | |
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 Estimate | |
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. | |
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 months ended June 30, 2014 | |
or 2013 and consequently we recorded no depreciation expense during the three | |
months ended June 30, 2014 or 2013. | |
Deferred Costs and Other Offering Costs | |
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. | |
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 fair value of | |
accounts payable and related party loan approximate to their carrying value due | |
to the short maturities of these financial instruments. | |
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. 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. | |
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 months ended | |
June 30, 2014 and 2013. | |
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 months ended June 30, 2014 | |
and 2013 as we had no stock options, warrants or convertible debt issued or | |
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 months | |
ended June 30, 2014 or 2013. | |
Business Segments | |
We believe that our activities during the three months ended June 30, 2014 and | |
2013 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. |
GOING_CONCERN_AND_LIQUIDITY
GOING CONCERN AND LIQUIDITY | 6 Months Ended |
Jun. 30, 2014 | |
GOING CONCERN AND LIQUIDITY [Abstract] | ' |
GOING CONCERN AND LIQUIDITY | ' |
2. GOING CONCERN AND LIQUIDITY | |
At June 30, 2014, we had $1,979,000 in cash assets but no operating business or | |
other source of income, outstanding liabilities totaling $0 and a stockholders' | |
equity of $1,979,000. | |
In our financial statements for the fiscal years ended December 31, 2013 and | |
2012, the Report of the Independent Registered Public Accounting Firm includes | |
an explanatory paragraph that describes substantial doubt about our ability to | |
continue as a going concern. | |
Our unaudited financial statements for the three months ended June 30, 2014 and | |
2013 have been prepared on a going concern basis, which contemplates the | |
realization of assets and the settlement of liabilities and commitments in the | |
normal course of business. | |
We had working capital of $1,979,000 and reported an accumulated equity since | |
Inception (January 1, 2011) of $1,979,000 as at June 30, 2014. | |
It is our current intention to seek to raise debt and, or, equity financing to | |
fund our ongoing operating expenses and attempt to complete the "Plan of | |
Reorganization" in order to create value for our shareholders. There is no | |
assurance that this series of events will be satisfactorily completed. |
ASSETS
ASSETS | 6 Months Ended |
Jun. 30, 2014 | |
ASSETS [Abstract] | ' |
ASSETS | ' |
3. ASSETS | |
As at June 30, 2014 we had $1,979,000 in current assets compared to December 31, | |
2013, where we had no assets |
ACCOUNTS_PAYABLE
ACCOUNTS PAYABLE | 6 Months Ended |
Jun. 30, 2014 | |
ACCOUNTS PAYABLE [Abstract] | ' |
ACCOUNTS PAYABLE | ' |
4. ACCOUNTS PAYABLE | |
As at June 30, 2014, the balance of accounts payable was zero. |
ACCRUED_EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2014 | |
ACCRUED EXPENSES [Abstract] | ' |
ACCRUED EXPENSES | ' |
5. ACCRUED EXPENSES | |
As at June 30, 2014, the balance of accrued expenses was zero (See Note 6.). |
RELATED_PARTY_LOAN
RELATED PARTY LOAN | 6 Months Ended |
Jun. 30, 2014 | |
RELATED PARTY LOAN [Abstract] | ' |
RELATED PARTY LOAN | ' |
6. RELATED PARTY LOAN | |
At June 30, 2014, the related party loan was released (as of May 9, 2014) by | |
David J. Cutler, our sole officer, a director and majority shareholder. This | |
loan was retired and settled in the initial transaction where CannaPharmaRX | |
acquired 9,000,000 shares of the Company in exchange for $296,000. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2014 | |
COMMITMENTS [Abstract] | ' |
COMMITMENTS | ' |
7. COMMITMENTS: | |
Capital and Operating Leases | |
We had no capital or operating leases outstanding as at June 30, 2014. | |
Litigation | |
No legal proceedings are currently pending or threatened to the best of our | |
knowledge. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2014 | |
RELATED PARTY TRANSACTIONS [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
8. RELATED PARTY TRANSACTIONS | |
As of May 9, 2014, Mr. Cutler, our former Officer and a Director, to whom we | |
owed $234,981 released all claims as to this debt. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2014 | |
STOCKHOLDERS' EQUITY [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
9. STOCKHOLDERS' EQUITY: | |
Preferred Stock | |
We are authorized, without further action by the shareholders, to issue | |
10,000,000 shares of one or more series of preferred stock, at a par value of | |
$0.0001, all of which is nonvoting. The Board of Directors may, without | |
shareholder approval, determine the dividend rates, redemption prices, | |
preferences on liquidation or dissolution, conversion rights, voting rights and | |
any other preferences. | |
No shares of preferred stock were issued or outstanding during the three month | |
periods ended June 30, 2014 and 2013. | |
Common Stock | |
We are authorized to issue 100,000,000 shares of common stock, par value $0.0001 | |
per share. | |
On April 29, 2008, we held our annual meeting of stockholders at which meeting | |
the majority of stockholders approved, an up to 3 for 1 reverse split of our | |
shares of common stock. No such reverse split has been effected as yet. | |
Recent Issuances | |
There were 9,000,000 shares issued on May 9, 2014 to CannaPharmaRX in exchange | |
for $296,000. There were 4,164,000 shares subscribed and paid during the month | |
of June 2014 in exchange for $2,082,000. These shares were placed through a | |
Private Placement Memorandum offered to accredited investors only. These shares | |
had not been issued by the transfer agent as of June 30, 2014. | |
Warrants | |
No warrants were issued or outstanding during the three months ended June 30, | |
2014 or 2013. | |
Stock Options | |
Effective March 19, 1999, we adopted a stock option plan (the "Plan"). The Plan | |
provides for grants of incentive stock options, nonqualified stock options and | |
restricted stock to designated employees, officers, directors, advisors and | |
independent contractors. The Plan authorized the issuance of up to 75,000 shares | |
of Class A Common Stock. Under the Plan, the exercise price per share of a | |
non-qualified stock option must be equal to at least 50% of the fair market | |
value of the common stock at the grant date, and the exercise price per share of | |
an incentive stock option must equal the fair market value of the common stock | |
at the grant date. | |
No stock options were issued or outstanding during the three months ended June | |
30, 2014 or 2013. |
INCOME_TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2014 | |
INCOME TAXES [Abstract] | ' |
INCOME TAXES | ' |
10. INCOME TAXES | |
We have had losses since our Inception (January 1, 2011), and therefore have not | |
been subject to federal or state income taxes since our Inception. | |
Following our reorganization into a holding company structure and the sales of | |
our subsidiary company, CCAPS, we disposed of the majority of our brought | |
forward net operating losses. | |
Consequently, effective June 30, 2014, we had NOLS of approximately $318,000, | |
which expire in 2031 and 2033. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2014 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
11. SUBSEQUENT EVENTS | |
We have evaluated subsequent events through the date of this filing and note | |
there has been no events that would require disclosure in this report. |
NATURE_OF_OPERATIONS_AND_SIGNI1
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policy) | 6 Months Ended |
Jun. 30, 2014 | |
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
Development Stage Company | ' |
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 Estimate | ' |
Use of Estimate | |
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. | |
Cash and Cash Equivalents | ' |
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 | ' |
Property and Equipment | |
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. | |
Deferred Costs and Other Offering Costs | ' |
Deferred Costs and Other Offering Costs | |
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. | |
Impairment of Long-Lived and Intangible Assets | ' |
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 | ' |
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 fair value of | |
accounts payable and related party loan approximate to their carrying value due | |
to the short maturities of these financial instruments. | |
Income Taxes | ' |
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 | |
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. | |
Comprehensive Income (Loss) | ' |
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 months ended | |
June 30, 2014 and 2013. | |
Income (Loss) Per Share | ' |
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 months ended June 30, 2014 | |
and 2013 as we had no stock options, warrants or convertible debt issued or | |
outstanding during those periods. | |
Stock-Based Compensation | ' |
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 months | |
ended June 30, 2014 or 2013. | |
Business Segments | ' |
Business Segments | |
We believe that our activities during the three months ended June 30, 2014 and | |
2013 comprised a single segment. | |
Recently Issued Accounting Pronouncements | ' |
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. |
NATURE_OF_OPERATIONS_AND_SIGNI2
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Apr. 30, 2010 | Dec. 31, 2010 | Dec. 31, 2010 | |
Concord [Member] | CCAPS [Member] | CCAPS [Member] | ||||
Restricted Common Stock [Member] | ||||||
Nature of Operations [Line Items] | ' | ' | ' | ' | ' | ' |
Ownership percentage sold | ' | ' | ' | ' | 100.00% | ' |
Consideration received from sale of stock | ' | ' | ' | ' | $100 | ' |
Stock issued | ' | ' | ' | ' | ' | 25,000 |
Stock issued, value | ' | ' | ' | ' | ' | 1,000 |
Liabilities | ' | ' | 292,034 | 590,000 | 678,000 | ' |
Property and equipment | ' | ' | ' | ' | ' | ' |
Depreciation expense | ' | ' | ' | ' | ' | ' |
Deferred costs and other | ' | ' | ' | ' | ' | ' |
Advertising costs | 12,844 | ' | ' | ' | ' | ' |
Options, issued and outstanding | ' | ' | ' | ' | ' | ' |
Share-based compensation | ' | ' | ' | ' | ' | ' |
GOING_CONCERN_AND_LIQUIDITY_De
GOING CONCERN AND LIQUIDITY (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
GOING CONCERN AND LIQUIDITY [Abstract] | ' | ' |
Assets | $1,978,862 | ' |
Liabilities | ' | 292,034 |
Stockholders' equity | 1,978,862 | -292,034 |
Working capital | $1,979,000 | ' |
ASSETS_Details
ASSETS (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
ASSETS [Abstract] | ' | ' |
Current assets | $1,978,862 | ' |
ACCOUNTS_PAYABLE_Details
ACCOUNTS PAYABLE (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
ACCOUNTS PAYABLE [Abstract] | ' | ' |
Accounts payable | ' | $52,206 |
ACCRUED_EXPENSES_Details
ACCRUED EXPENSES (Details) (USD $) | Jun. 30, 2014 |
ACCRUED EXPENSES [Abstract] | ' |
Accrued expenses | ' |
RELATED_PARTY_LOAN_Details
RELATED PARTY LOAN (Details) (Common Stock [Member], CannaPharmaRX [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Common Stock [Member] | CannaPharmaRX [Member] | ' |
Related Party Transaction [Line Items] | ' |
CPHX acquisition, shares | 9,000,000 |
CPHX acquisition | $296,000 |
COMMITMENTS_Details
COMMITMENTS (Details) (USD $) | Jun. 30, 2014 |
COMMITMENTS [Abstract] | ' |
Capital leases | ' |
Operating leases | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | 31-May-14 |
David Cutler, former Officer and a Director [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' |
Related party loan | ' | $213,934 | $234,981 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 6 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | |
Class of Stock [Line Items] | ' | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ' |
Preferred stock, par value per share | $0.00 | $0.00 | ' |
Preferred stock, shares issued | 0 | 0 | ' |
Preferred stock, shares outstanding | 0 | 0 | ' |
Common stock, shares authorized | 100,000,000 | 100,000,000 | ' |
Common stock, par value per share | $0.00 | $0.00 | ' |
Reverse stock split ratio | 3 | ' | ' |
Common stock subscribed and paid, shares | 4,164,000 | ' | ' |
Common stock subscribed and paid | $2,082,000 | ' | ' |
Warrants, issued and outstanding | ' | ' | ' |
Options, issued and outstanding | ' | ' | ' |
Common Stock [Member] | CannaPharmaRX [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
CPHX acquisition, shares | 9,000,000 | ' | ' |
CPHX acquisition | $296,000 | ' | ' |
Class A Common Stock [Member] | Stock Options [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Stock option plan, shares authorized | 75,000 | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carry forwards | 318,000 |
Minimum [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carryforwards, expiration date | 31-Dec-31 |
Maximum [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carryforwards, expiration date | 31-Dec-33 |