UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of earliest event reported: December 31, 2010
GOLDEN DRAGON HOLDING CO.
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware
------------
(State or other jurisdiction of incorporation)
000-27055 27-4635140
- --------------------------- -------------
(Commission File Number) (I.R.S. Employer
Identification No.)
2460 W. 26th Avenue, Suite 380-C, Denver, Colorado 80211
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 380-8280
CCVG, INC.
--------------
(Former name, former address and former fiscal year,
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
CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Reorganization into a Holding Company Structure
Effective December 31, 2010, pursuant to the Delaware Holding Company formation
statute, DGCL Section 251(g), CCVG, Inc. ("CCVG") completed an Agreement and
Plan of Merger and Reorganization into a Holding Company ("the Agreement") with
CCaps Co. ("CCaps ") and Golden Dragon Holding Co. ("Golden Dragon"), both
wholly-owned subsidiaries of CCVG. The Agreement 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 pursuant to the Holding
Company formation (and the Agreement), the shareholders of CCVG were converted,
to shareholders of Golden Dragon on a one for one basis pursuant to the
Agreement.
As a result of this reorganization into a Holding Company structure, Golden
Dragon became the 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.
On December 31, 2010, Golden Dragon entered into a Share Purchase Agreement with
James Clark. 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, to James Clark for $100 cash consideration, subject to its
debts, and issued 25,000 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.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Sale of Subsidiary
On December 31, 2010, 100% of the issued and outstanding shares of CCaps the
sole remaining wholly-owned subsidiary of Golden Dragon, was sold to an
unrelated third party in exchange for $100 cash consideration, subject to its
debts, and the issue of 25,000 shares of Golden Dragon Common Stock to CCaps. 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,
the holding company, Golden Dragon will no longer consolidate liabilities of
CCaps or CCVG.
2
SECTION 3 - SECURITIES AND TRADING MATTERS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On December 31, 2010, Golden Dragon issued 25,000 shares of Common Stock to
CCaps in accordance with the terms of the Share Purchase Agreement, in a
transaction exempt from registration under Section 4(2) of the Securities Act of
1933.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
a) Financial Statements - Not Applicable
b) Exhibits - 10.1 Agreement and Plan of Merger and Reorganiza-
tion into a Holding Company
10.2 Share Purchase Agreement
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
GOLDEN DRAGON HOLDING CO.
(Registrant)
Dated: January 26, 2011
/s/ David J. Cutler
-----------------------------------
David J. Cutler, President
4