UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K / A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 20, 2014
GOLDEN DRAGON HOLDING CO.
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(Exact name of Registrant as specified in its charter)
Delaware 000-27055 24-4635140
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
2460 WEST 26TH AVENUE, SUITE 380D, DENVER, COLORADO 80211
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(Address of principal executive offices)
303-704-4623
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(Registrant's Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
|_| 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 4. Matters Related to Accountants and Financial Statements
Item 4.01. Changes in Registrant's Certifying Accountant.
On November 30, 2013, Golden Dragon Holding Co. (the "Registrant") was informed
by Ronald Chadwick, P.C. ("Ronald Chadwick") that it was terminating its
services as the Registrant's independent registered public accounting firm. On
January 20, 2014, the Registrant retained KLJ & Associates, LLP ("KLJ") as its
principal independent accountants.
The Termination of Ronald Chadwick
Ronald Chadwick was the independent registered public accounting firm for the
Registrant from January 1, 2011 until November 30, 2013. Ronald Chadwick's
reports on the Registrant's financial statements for the twelve month periods
ended December 31, 2012 and 2011 and the period from Inception (January 1, 2011)
to December 31, 2012did not (a) contain an adverse opinion or disclaimer of
opinion, or (b) was modified as to uncertainty, audit scope, or accounting
principles, or (c) contained any disagreements on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of Ronald
Chadwick, would have caused it to make reference to the subject matter of the
disagreements in connection with its reports for the twelve month periods ended
December 31, 2012 and 2011, the period from Inception (January 1, 2011) to
December 31, 2012 and the subsequent interim periods preceding November 30,
2013. None of the reportable events set forth in Item 304(a)(1)(iv) of
Regulation S-K occurred during the twelve month periods ended December 31, 2012
and 2011, the period from Inception (January 1, 2011) to December 31, 2012 and
the subsequent interim periods preceding November 30, 2013 in which Ronald
Chadwick served as the Registrant's principal independent accountants.
However, the report of Ronald Chadwick dated March 19, 2013 on our financial
statements for the twelve month periods ended December 31, 2012 and 2011, and
for the period from Inception (January 1, 2011) to December 31, 2012 contained
an explanatory paragraph which noted that there was substantial doubt as to our
ability to continue as a going concern.
The Registrant has provided Ronald Chadwick with a copy of this disclosure and
has requested that Ronald Chadwick furnish it with a letter addressed to the
U.S. Securities and Exchange Commission stating whether it agrees with the above
statements, and if not, stating the respects in which it does not agree. A copy
of the letter from Ronald Chadwick addressed to the Securities and Exchange
Commission dated January 29, 2014 is filed as Exhibit 16.1 to this Current
Report on Form 8-K.
The Engagement of KLJ
Prior to January 20, 2014, the date that KLJ was retained as the principal
independent accountants of the Registrant:
(1) The Registrant did not consult KLJ regarding either the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on Registrant's financial
statements;
(2) Neither a written report nor oral advice was provided to the Registrant by
KLJ that they concluded was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing or financial reporting issue;
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and (3) The Registrant did not consult KLJ regarding any matter that was either
the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or any of the reportable events set forth in
Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
16.1 Letter, dated January 29, 2014 from Ronald Chadwick, P.C.
to the Securities and Exchange Commission.
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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/ David J Cutler
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Name: David J Cutler
Title: President and Chief Executive Officer
and Chief Financial Officer
Date: January 29, 2014
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