UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 15, 2014
GOLDEN DRAGON HOLDING CO.
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(Exact name of registrant as specified in its charter)
Delaware 000-27055 27-4635140
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) Number)
7609 RALSTON ROAD, ARVADA, CO 80002
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(Address of Principal Executive Offices) (Zip Code)
(720) 939-1133
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Registrant's telephone number, including area code
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(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:
[ ] 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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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Effective May 15, 2014, the Company entered into an Agreement and Plan of
Merger, by and among Golden Dragon Holding Co., a Delaware corporation,
("GDHC"), CannaPharma Rx, Inc., a Colorado corporation ("CPHR"), and CPHR
Acquisition Corp., a newly-formed wholly-owned subsidiary of GDHC, domiciled in
Delaware ("ACQUISITION SUB"). A copy of the Agreement and Plan of Merger is
attached hereto as Exhibit 10.1.
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
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In May 2014, the Company through a private offering of its restricted common
stock entered into approximately $1,400,000 in subscription agreements for
2,800,000 shares of common stock at $0.50 per share. The shares were issued
pursuant to Rule 506 of Regulation D of the 1933 Act, as amended.
EXEMPTION FROM REGISTRATION CLAIMED
Sales and issuances by us of the unregistered securities listed above were made
by us in reliance upon Rule 506 of Regulation D as a Private Placement. All
purchasers were provided access to all material information, which they
requested, and all information necessary to verify such information and were
afforded access to our management in connection with the purchase. All
purchasers of the unregistered securities acquired such securities for
investment and not with a view toward distribution, acknowledging such intent to
us. All certificates representing such securities that are issued shall contain
restrictive legends, prohibiting further transfer of the certificates
representing such securities, without such securities either being first
registered or otherwise exempt from registration in any further resale or
disposition. All purchasers made written representation of investment intent and
purchasers was capable of evaluating the merits and risks of the prospective
investment, and the Company reasonably believed (based on written
representations) immediately prior to making any sale that the purchasers came
within the description of a sophisticated investor.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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David Cutler and Redgie Green have resigned as directors, effective as of May
31, 2014.
The Board appointed James Smeeding and Robert `Bo' Liess to the Board of
Directors, effective June 1, 2014.
The biographies of each are as follows:
JAMES SMEEDING, DIRECTOR
Mr. Smeeding, RPh, MBA, EVP of Professional Services for CannaPharmaRX, is also
the executive director of the National Association of Specialty Pharmacy (NASP)
as well as the National Association of Cannabis Pharmacy (NACP). His pharmacy
degree is from the University of Buffalo and his MBA from the University of
Texas. Over the past 40 years his practice orientation has been in hospital
pharmacy, clinical services design, home infusion therapy, managed care
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services, disease management and specialty pharmacy. He is a skilled corporate
pharmaceutical executive having developed and led 5 successful companies through
initial funding to sale.
Mr. Smeeding's private clients constitute the spectrum of pharmaceutical
companies, medical device companies, diagnostic testing and all classes of
pharmacy affairs -hospital, retail, chain, managed care, academic and research.
His broad expertise in professional affairs has allowed his clients to
understand, approach and impact medical and pharmacy affairs from product
selection through to the value proposition as well as professional
communications, patient communications and safety. He is broadly published and
an invited presenter at many national and international conferences. Jim is
widely known for his broad interests and his ability to moderate a program to
bring out cogent learning points and make the educational program applicable to
practice.
ROBERT `BO' LIESS, DIRECTOR
Mr. Liess has served as Executive Vice President of Choice HR from 2013 until
present. From 2008 until 2013, he was an independent investor in various
start-up businesses from banks to energy and related businesses. In 2001, Mr.
Liess started, owned and operated Professional Employer Plans until he sold the
company in 2008. Mr. Liess graduated from Gettysburg College in 1977 where he
studied Political Science.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(D) 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 NO. DESCRIPTION
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10.1 Agreement and Plan of Merger effective May 15, 2014
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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.
GOLDEN DRAGON HOLDING CO.
By: /s/ Gary Herick
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Gary Herick, CFO
Date: June 3, 2014
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EXHIBIT 10.1
AGREEMENT AND PLAN OF MERGER