UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Amendment No. 1)
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NO. 000-27055
GOLDEN DRAGON HOLDING CO.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 27-4635140
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2460 WEST 26th AVENUE, SUITE 380-C, DENVER, COLORADO 80211
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(303) 704 4623
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(TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK,
$0.0001 PAR VALUE
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act. (check one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|
As of June 20, 2011 there were 2,384,407 shares of Common Stock of the
registrant issued and outstanding of which 838,287 were held by non-affiliates
of the registrant
The aggregate market value of common stock held by non-affiliates of the
registrant as of June 20, 2011 was approximately $259,869.
Explanatory Note
Golden Dragon Holding Co. is filing this Amendment No. 1 (the "Form 10-K/A") to
our Annual Report on Form 10-K for the year ended December 31, 2010 (the "Form
10-K"), filed with the Securities and Exchange Commission ("SEC") on June 28,
2011, for the sole purpose of filing the Interactive Data Files furnished as
Exhibit 101, which were omitted from the previous filing. No other changes have
been made to the Form 10-K. This Form 10-K/A continues to speak as of the
original filing date of the Form 10-K, does not reflect events that may have
occurred subsequent to the original filing date, and does not modify or update
any related disclosures made in the Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Annual Report on Form 10-K in
accordance with Item 601 of Regulation S-K:
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
2.1 Agreement and Plan of Merger (1)
2.2 Agreement and Plan of Merger and Reorganization Into Holding Company (1)
3(i).1 Articles of Incorporation of Golden Dragon Holding Co.(1)
3(ii).1 Bylaws of Golden Dragon Holding Co.(1)
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act(1)
32.1 Certification of Principal Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act (1)
101.INS XBRL Instance Document (2)
101.SCH XBRL Taxonomy Extension Schema Document (2)
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (2)
101.DEF XBRL Taxonomy Extension Definition Linkbase Document (2)
101.LAB XBRL Taxonomy Extension Label Linkbase Document (2)
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (2)
(1) Filed with, or incorporated by reference in, our Form 10-K filed June 28,
20101 (File No. 000-27055).
(2) Pursuant to Rule 406T of Regulation S-T, this interactive data file is
deemed not filed or part of a registration statement or prospectus for purposes
of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for
purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is
not subject to liability under these sections.
SIGNATURES
In accordance with the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
GOLDEN DRAGON HOLDING CO.
Date: June 29, 2011 By: /s/ DAVID J. CUTLER
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David J Cutler
Chief Executive Officer, &
Chief Financial Officer
In accordance with the Securities Exchange Act of 1924, this report has been
signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ David J. Cutler Chief Executive Officer June 29, 2011
David J. Cutler &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Redgie Green Director June 29, 2011