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: June 19, 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
of incorporation) Number) Identitification 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 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
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Since previously reported on June 4, 2014, the Company, through a private
offering of its restricted common stock, has entered into an additional $672,000
in subscription agreements for 1,344,000 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.
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 19, 2014