Attached files
Registration No.
333-164187
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
S-1/A-1
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
GOLD
DRAGON ENTERPRISES INC.
(Name of small business issuer in
its charter)
Nevada
|
1081
|
(State
or Other Jurisdiction of Organization)
|
(Primary
Standard Industrial Classification
Code)
|
_________________
12F,
World Trade Centre, No. 25 Tongxing Street
|
Business
Filings Incorporated
|
Zhongshan
District
|
6100
Neil Road, Suite 500
|
Dalian,
China 116001
|
Reno,
Nevada 89511
|
86-130-798-88886
|
(800)
550-6724
|
(Address
and telephone number of registrant's
|
(Name,
address and telephone
|
executive
office)
|
number
of agent for service)
|
_________________
Copies
to:
The
Law Office of Conrad C. Lysiak, P.S.
601
West First Avenue, Suite 903
Spokane,
Washington 99201
(509)
624-1475
APPROXIMATE DATE OF COMMENCEMENT OF
PROPOSED SALE TO THE PUBLIC:
If any of
the securities being registered on the Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box: [X]
If this
Form is filed to register additional common stock for an offering under Rule
462(b) of the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this
Form is a post-effective amendment filed under Rule 462(c) of the Securities
Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ]
If this
Form is a post-effective amendment filed under Rule 462(d) of the Securities
Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
[ ]
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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large
Accelerated Filer
|
[ ]
|
Accelerated
Filer
|
[ ]
|
|
Non-accelerated
Filer
|
[ ]
|
Smaller
Reporting Company
|
[X]
|
|
(Do
not check if a smaller reporting
company)
|
CALCULATION
OF REGISTRATION FEE
Securities
to be
|
Amount
To Be
|
Offering
Price
|
Aggregate
|
Registration
Fee
|
|||
Registered
|
Registered
|
Per
Share
|
Offering
Price
|
[1]
|
|||
Common
Stock:
|
2,000,000
|
$
|
0.05
|
$
|
100,000
|
$
|
7.13
|
[1]
|
Estimated
solely for purposes of calculating the registration fee under Rule
457.
|
REGISTRANT HEREBY AMENDS THIS
REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID
SECTION 8(a), MAY DETERMINE.
-2-
Prospectus
GOLD
DRAGON ENTERPRISES INC.
Shares
of Common Stock
1,000,000
Minimum - 2,000,000 Maximum
Before this offering, there has been no
public market for the common stock. In the event that we sell at least the
minimum number of shares in this offering, of which there is no assurance, we
intend to have the shares of common stock quoted on the Bulletin Board operated
by the Financial Regulatory Authority. There is, however, no assurance that the
shares will ever be quoted on the Bulletin Board.
We are offering up to a total of
2,000,000 shares of common stock in a direct public offering, without any
involvement of underwriters or broker/dealers, 1,000,000 shares minimum,
2,000,000 shares maximum. The offering price is $0.05 per share. In
the event that 1,000,000 shares are not sold within 270 days, all money received
by us will be promptly returned to you with interest and without deduction of
any kind. We will return your funds to you in the form a cashier’s
check sent Federal Express on the 271st
day. If at least 1,000,000 shares are sold within 270 days, all money
received by us will be retained by us and there will be no refund. Funds will be
held in a separate account at HSBC, Shop 2, G/F, Dalian Gold Name Commercial Tower,
No.68 Renmin Road, Dalian, Liaoning 116001, People’s Republic of
China. Its telephone number is (411)
8280-8196 . Sold securities are deemed securities which
have been paid for with collected funds prior to expiration of 270 days.
Collected funds are deemed funds that have been paid by the drawee bank. The
foregoing account is not an escrow, trust or similar account. It is
merely a separate interest bearing savings account under our control where we
have segregated your funds. There is no escrow, trust or similar account in
which your subscription will be deposited. Only our sole officer and director
will have access to the account. You will not have the right to withdraw your
funds during the offering. You will only receive your funds back if we do not
raise the minimum amount of the offering within 270 days. As a result, if we are
sued for any reason and a judgment is rendered against us, your subscription
could be seized in a garnishment proceeding. If we file a voluntary bankruptcy
petition or our creditors file an involuntary bankruptcy petition, our assets
will be seized by the bankruptcy trustee, including your subscription, and used
to pay our creditors. If that happens, you will lose your investment, even if we
fail to raise the minimum amount in this offering.
There are no arrangements to place the
funds in an escrow, trust, or similar account.
Our common stock will be sold on our
behalf by Yuan Kun Deng, our sole officer and director. Mr. Deng will
not receive any commissions or proceeds from the offering for selling shares on
our behalf.
Investing in our common stock involves
risks. See “Risk Factors” starting at page 7.
-3-
Offering
Price
|
Expenses
|
Proceeds
to Us
|
||||
Per
Share - Minimum
|
$
|
0.05
|
$
|
0.04
|
$
|
0.01
|
Per
Share - Maximum
|
$
|
0.05
|
$
|
0.02
|
$
|
0.03
|
Minimum
|
$
|
50,000
|
$
|
40,000
|
$
|
10,000
|
Maximum
|
$
|
100,000
|
$
|
40,000
|
$
|
60,000
|
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is
_______________________.
-4-
TABLE
OF CONTENTS
Page
No.
|
|
Summary
of Prospectus
|
6
|
Risk
Factors
|
7
|
Use
of Proceeds
|
10
|
Determination
of Offering Price
|
11
|
Dilution
of the Price You Pay for Your Shares
|
11
|
Plan
of Distribution; Terms of the Offering
|
14
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
|
17
|
Business
|
22
|
Management
|
32
|
Executive
Compensation
|
34
|
Principal
Shareholders
|
35
|
Description
of Securities
|
36
|
Certain
Transactions
|
38
|
Litigation
|
38
|
Experts
|
38
|
Legal
Matters
|
38
|
Financial
Statements
|
39
|
-5-
SUMMARY
OF OUR OFFERING
Our
Business
We were incorporated on June 12, 2008.
We are an exploration stage corporation. An exploration stage corporation is one
engaged in the search for mineral deposits or reserves which are not in either
the development or production stage. We intend to conduct exploration activities
on one claim located in Clark County, Nevada. Record title to the
claim upon which we intend to conduct exploration activities is held in our
name. We intend to explore for gold on the claim.
We have no revenues, have a loss since
inception, have minimal operations, have been issued a going concern opinion and
rely upon the sale of our securities and loans from our sole officer and
director to fund operations.
Our administrative office is located at
12F, World Trade Centre, No. 25 Tongxing Street, Zhongshan District, Dalian,
China 116001 and our telephone number is 86-130-798-88886. Our registered
statutory office is located at 6100 Neil Road, Suite 500, Reno, Nevada 89511.
Our mailing address is the same as our administrative office, at 12F, World
Trade Centre, No. 25 Tongxing Street, Zhongshan District, Dalian, China
116001.
Management or affiliates thereof, will
not purchase shares in this offering in order to reach the minimum.
The
Offering
Following is a brief summary of this
offering:
Securities
being offered
|
A
minimum of 1,000,000 of common stock and a maximum of 2,000,000 shares of
common stock, par value $0.0001.
|
Offering
price per share
|
$0.05
|
Offering
period
|
The
shares are being offered for a period not to exceed 270
days.
|
Net
proceeds to us
|
Approximately
$10,000, assuming the minimum number of shares are sold. Approximately
$60,000, assuming the maximum number of shares are
sold.
|
Use
of proceeds
|
We
will use the proceeds to pay for offering expenses, research and
exploration.
|
Number
of shares outstanding before the offering
|
10,000,000
|
Number
of shares outstanding after the offering if all of the shares are
sold
|
12,000,000
|
-6-
Selected
Financial Data
The following financial information
summarizes the more complete historical financial information at the end of this
prospectus.
|
As
of
|
As
of
|
||
October
31, 2009
|
October
31, 2008
|
|||
(Audited)
|
(Audited)
|
|||
Balance
Sheet
|
||||
Total
Assets
|
$
|
9,991
|
$
|
0
|
Total
Liabilities
|
$
|
9,125
|
$
|
0
|
Stockholders’
Equity (Deficit)
|
$
|
866
|
$
|
0
|
From
Inception
|
||||
For
the Year
|
(June
12, 2008)
|
|||
Ended
|
through
|
|||
October
31, 2009
|
October
31, 2008
|
|||
(Audited)
|
(Audited)
|
|||
Income
Statement
|
||||
Revenue
|
$
|
0
|
$
|
0
|
Total
Expenses
|
$
|
9,134
|
$
|
0
|
Net
Loss
|
$
|
(9,134)
|
$
|
0
|
RISK
FACTORS
Please consider the following risk
factors before deciding to invest in our common stock. We discuss all material
risks in the risk factors.
Risks
associated with GOLD DRAGON ENTERPRISES INC.
1. If we do not
raise at least the minimum amount of this offering, we will have to suspend or
cease operations.
Our auditors have issued a going
concern opinion. This means that there is substantial doubt that we can continue
as an ongoing business for the next twelve months. If we do not raise at least
the minimum amount from our offering, we will have to suspend or cease
operations within twelve months.
2. Our plan of operation is limited to
finding an ore body. As such we have no plans for revenue generation.
Accordingly, you should not expect any revenues from
operations.
Our plan of operation and the funds we
raise from this offering will be used for exploration of the claim to determine
if there is an ore body beneath the surface. Exploration does not contemplate
removal of the ore. We have no plans or funds for ore removal. Accordingly, we
will not generate any revenues as a result of your investment.
-7-
3. Because the probability of an
individual prospect ever having reserves is extremely remote any funds spent on
exploration will probably be lost.
The probability of an individual
prospect ever having reserves is extremely remote. In all probability the claim
does not contain any reserves. Consequently, any funds spent on exploration will
probably be lost which result in a loss of your investment.
4. We lack an operating history and
have a loss which we expect to continue into the future. As a result, we may
have to suspend or cease operations.
We were incorporated on June 12, 2008,
and we have not started our proposed business operations or realized any
revenues. We have no operating history upon which an evaluation of our future
success or failure can be made. Our net loss since inception is $9,134. To
achieve and maintain profitability and positive cash flow we are dependent
upon:
* our
ability to locate a profitable mineral claim
* our
ability to economically extract the minerals
* our
ability to generate revenues and ultimately become profitable.
Based upon current plans, we expect to
incur operating losses in future periods. This will happen because there are
expenses associated with the exploration of our mineral properties. As a result,
we may not generate revenues in the future. Failure to generate revenues will
cause us to suspend or cease operations.
5. Because
our sole officer and our director is located outside the United States of
America, he has not and will not be visiting the claim .
Our sole
officer and directors resides in China. He has not and will not be
visiting the property we intend to explore. He will be communicating
with a consultant we hire. The consultant will be responsible for
implementing our exploration program and will keep Mr. Deng apprised
of our project. As of the date of this prospectus, we have not
retained a consultant and will not do so until we have raised the minimum amount
of this offering. If we are unable to retain a consultant, we may
cease operations.
6. Because our
sole officer and director has no technical training or experience in exploring
for, starting, and operating an exploration program, his decisions and choices
may not take into account standard engineering or managerial approaches mineral
exploration companies commonly use. As a result, we may have to suspend or cease
activities which will result in the loss of your investment .
Our sole officer and directors has no experience with
exploring for, starting, and operating an exploration program. Further, our sole
officer and director has no direct training or experience in these areas and as
a result may not be fully aware of many of the specific requirements related to
working within the industry. His decisions and choices may not take into account
standard engineering or managerial approaches mineral exploration companies
commonly use. Consequently our activities, earnings and ultimate financial
success could suffer irreparable harm due to his lack of experience in this
industry. As a result we may have to suspend or cease activities which will
result in the loss of your
investment .
-8-
7. Because
our sole officer and our director is located outside the United States of
America, it may be difficult for an investor to enforce within the United States
any judgments obtained against him.
We do not currently maintain a
permanent place of business within the United States. In addition, our sole
officer and director is a national and resident of a country other than the
United States, and all of his assets are located outside the United States. As a
result, it may be difficult for you to effect service of process or enforce
within the United States any judgments obtained against our sole officer or
director, including judgments predicated upon the civil liability provisions of
the securities laws of the United States or any state thereof. In addition,
there is uncertainty as to whether the courts of China and other jurisdictions
would recognize or enforce judgments of United States courts obtained against us
or our sole officer and director predicated upon the civil liability provisions
of the securities laws of the United States or any state thereof, or be
competent to hear original actions brought in China or other jurisdictions
against us or our sole officer and director predicated upon the securities laws
of the United States or any state thereof.
8. Because we are small and do not have
much capital, we may have to limit our exploration activity which may result in
a loss of your investment.
Because we are small and do not have
much capital, we must limit our exploration activity. As such we may not be able
to complete an exploration program that is as thorough as we would like.
Consequently, an existing ore body may go undiscovered. Without an ore body, we
cannot generate revenues and you will lose your investment.
9. Because Yuan Kun
Deng our sole officer and director, will own more than 80% of the outstanding
shares after this offering, he will be able to decide who will be directors and
you may not be able to elect any directors .
Even if we sell all 2,000,000 shares of common stock in
this offering, Mr. Deng will still own 10,000,000 shares and will continue to
control us. As a result, after completion of this offering,
regardless of the number of shares we sell, Mr. Deng will be able to elect all
of our directors and control our operations .
10. Because our sole officer and
director has other outside business activities and will only be devoting 25% of
his time or approximately ten hours per week to our activities, our activities
may be sporadic which may result in periodic interruptions or suspensions of
exploration.
Because our sole officer and director
has other outside business activities and will be only be devoting 25% of his
time or ten hours each per week to our activities, our activities may be
sporadic and occur at times which are convenient to him. As a result,
exploration of the claim may be periodically interrupted or
suspended.
-9-
11. While our sole officer and director
has agreed to advance funds to us as needed until the public offering is
completed or failed, the same is unenforceable as a matter of
law.
Yuan Kun Deng, our sole officer and
director, has agreed to advance funds as needed until the public offering is
completed or failed and has agreed to pay the cost of reclamation of the claim
should mineralized material not be found thereon. There is one
agreement evidencing both events. The foregoing agreement is oral,
there is nothing in writing to evidence the same. While Mr. Deng has agreed to
advance the funds, the agreement is unenforceable as a matter of law, since
there is no consideration for the same. Accordingly, we will have no
right of action against Mr. Deng should he not advance the funds we need until
the public offering is completed or failed or Mr. Deng does not advance the cost
of reclamation of the claim should mineralized material not be found
thereon.
Risks
associated with this offering:
12. Because there is no
escrow, trust or similar account, your subscription could be seized by creditors
or by a trustee in bankruptcy. If that occurs, you will lose your
investment.
There is no escrow, trust or similar
account in which your subscription will be deposited. It will only be deposited
in a separate bank account under our name. Only our sole officer and director
will have access to the account. You will not have the right to withdraw your
funds during the offering. You will only receive your funds back if we do not
raise the minimum amount of the offering within 270 days. As a result, if we are
sued for any reason and a judgment is rendered against us, your subscription
could be seized in a garnishment proceeding. If we file a voluntary bankruptcy
petition or our creditors file an involuntary bankruptcy petition, our assets
will be seized by the bankruptcy trustee, including your subscription, and used
to pay our creditors. If that happens, you will lose your investment, even if we
fail to raise the minimum amount in this offering.
13. Because
our depository bank account is located outside the United States of America, it
may be difficult for an investor to enforce any rights he may have against us or
the depository bank .
Funds received from investors will be deposited in a
bank account at HSBC, Shop 2, G/F, Dalian Gold Name Commercial Tower, No.68
Renmin Road, Dalian, Liaoning 116001, People’s Republic of China. Its
telephone number is (411) 8280-8196. As a result, it may be
difficult for you to effect service of process or enforce within the United
States any judgments obtained against the bank, including judgments predicated
upon the civil liability provisions of the securities laws of the United States
or any state thereof. In addition, there is uncertainty as to whether
the courts of China and other jurisdictions would recognize or enforce judgments
of United States courts obtained against us or HSBC predicated upon the laws of
the United States or any state thereof, or be competent to hear original actions
brought in China or other jurisdictions against us, HSBC, or our sole officer
and director upon the laws of the United States or any state
thereof .
-10-
14. Because our sole officer and
director is risking a small amount of capital and a claim, you, on the other
hand, are risking up to $100,000. Accordingly, if we fail, you will
absorb most of our loss.
Our sole officer and director will
receive a substantial benefit from your investment. Our sole officer and
director, Mr. Deng, invested $10,000, paid expenses and made a loan to us, all
of which totaled $11,426. You, on the other hand, will be providing all of the
cash for our operations. As a result, if we cease operations for any reason, you
will lose your investment, while our officer and director, Mr. Deng will lose
only $11,426.
15. Because there is no public trading
market for our common stock, you may not be able to resell your stock, and as a
result, your investment is illiquid.
There is currently no public trading
market for our common stock. Therefore there is no central place, such as stock
exchange or electronic trading system, to resell your shares. If you want to
resell your shares, you will have to locate a buyer and negotiate your own
sale. Your investment is illiquid and there is no assurance that you
will ever be able to resell your shares.
16. Because we may issue additional
shares of common stock, your investment could be subject to substantial
dilution.
We anticipate that any additional
funding will be in the form of equity financing from the sale of our common
stock. In the future, if we sell more common stock, your investment
could be subject to dilution. Dilution is the difference between what you pay
for your stock and the net tangible book value per share immediately after the
additional shares are sold by us.
17. Because our
securities are subject to penny stock rules, you may have difficulty reselling
your shares.
Our shares as penny stocks are covered
by section 15(g) of the Securities Exchange Act of 1934 which imposes additional
sales practice requirements on broker/dealers who sell our securities including
the delivery of a standardized disclosure document; disclosure and confirmation
of quotation prices; disclosure of compensation the broker/dealer receives; and,
furnishing of monthly account statements. For sales of our
securities, the broker/dealer must make a special suitability determination and
receive from its customer a written agreement prior to making a
sale. The imposition of these additional sales practices could
adversely affect your ability to dispose of our stock.
USE
OF PROCEEDS
Our offering is being made on a $50,000
minimum $100,000 maximum self-underwritten basis. The table below sets forth the
use of proceeds if $50,000, $75,000, and $100,000 is raised in this
offering.
$50,000
|
$75,000
|
$100,000
|
||||
Gross
proceeds
|
$
|
50,000
|
$
|
75,000
|
$
|
100,000
|
Offering
expenses
|
$
|
40,000
|
$
|
40,000
|
$
|
40,000
|
Net
proceeds
|
$
|
10,000
|
$
|
35,000
|
$
|
60,000
|
-11-
The net proceeds will be used as
follows:
Consulting
Services
|
$
|
500
|
$
|
5,000
|
$
|
5,000
|
Survey
& Surface
Sampling
|
$
|
7,500
|
$
|
7,500
|
$
|
7,500
|
Trenching
& Sampling
|
$
|
0
|
$
|
10,500
|
$
|
10,500
|
Core
Drilling
|
$
|
0
|
$
|
7,100
|
$
|
29,350
|
Analysis
|
$
|
1,000
|
$
|
3,000
|
$
|
3,000
|
Telephone
|
$
|
50
|
$
|
50
|
$
|
50
|
Stationary
|
$
|
100
|
$
|
100
|
$
|
100
|
Accounting
|
$
|
750
|
$
|
750
|
$
|
3,500
|
Office
Equipment
|
$
|
100
|
$
|
1,000
|
$
|
1,000
|
Offering expenses consist of: (1) legal
services, (2) accounting fees, (3) fees due the transfer agent, (4) printing
expenses, and (5) filing fees.
Exploration expenditures consist of
fees to for consulting services, the cost of trenching, core drilling, and cost
of analyzing core samples. We are not going to spend any money or implement our
exploration program until this offering is completed. We have not begun
exploration. Consulting fees will not be more than $5,000. We have not selected
or identified a consultant and will not do so until we have completed this
offering. Our consultant, in consultation with our sole officer, will supervise
and contract for our exploration operations through independent contractors.
Trenching will conducted in order to accumulate samples from the surface area.
Core drilling will be used in order to accumulate samples from the subsurface.
Core drilling will cost $20 per foot. We will drill as many holes as proceeds
from the offering will allow. We estimate drilling no holes if we raise only the
minimum amount, three holes if we raise $75,000, and fifteen holes if we raise
the maximum amount. We will drill the holes to a depth of 100
feet. We estimate it will cost up to $500 to analyze the surface
samples and $2,500 to analyze the core samples.
In the
event we raise less than $75,000, we will not conduct any trenching or core
drilling, but will limit our exploration activity to surveying, surface sampling
and analysis of the surface samples .
We have allocated funds for telephone
service, stationary, accounting, acquisition of office equipment and office
supplies as needed.
We have allocated variable amounts of
money for exploration because we do not know how much will ultimately be needed.
If we discover significant quantities of mineral, we will begin technical and
economic feasibility studies to determine if we have reserves. Only if we
determine we have reserves will we consider developing the claim.
No proceeds from the offering will be
paid to our sole officer and director.
-12-
DETERMINATION
OF OFFERING PRICE
The price of the shares we are offering
was arbitrarily determined in order for us to raise up to a total of $100,000 in
this offering. The offering price bears no relationship whatsoever to our
assets, earnings, book value or other criteria of value. Among the factors
considered were:
* our
lack of operating history;
* the
proceeds to be raised by the offering;
* the
amount of capital to be contributed by purchasers in this offering in proportion
to
the amount of stock to be retained by our existing
Stockholders; and,
* our
relative cash requirements.
DILUTION OF THE PRICE PUBLIC
SHAREHOLDERS PAY FOR THEIR SHARES
Dilution represents the difference
between the offering price and the net tangible book value per share immediately
after completion of this offering. Net tangible book value is the amount that
results from subtracting total liabilities and intangible assets from total
assets. Dilution arises mainly as a result of our arbitrary determination of the
offering price of the shares being offered. Dilution of the value of the shares
public
shareholders purchase is also a result of the lower book value of
the shares held by our existing stockholders.
As of October 31, 2009, the net
tangible book value of our shares of common stock was $866 or approximately
$0.0001 per share based upon 10,000,000 shares outstanding.
If
2,000,000 Shares Are Sold:
Upon completion of this offering, in
the event all of the shares are sold, the net tangible book value of the
12,000,000 shares to be outstanding will be $60,866 or approximately $0.0051 per
share. The net tangible book value of the shares held by our existing
stockholders will be increased by $0.0050 per share without any additional
investment on their part. Public shareholders will incur an
immediate dilution from $0.05 per share to $0.0051 per share.
After completion of this offering, if
2,000,000 shares are sold, public shareholders will own approximately
16.67% of the total number of shares then outstanding for which public shareholders
will have made a cash investment of $100,000, or $0.05 per share. Our existing
stockholder will own approximately 83.33% of the total number of shares then
outstanding, for which he has made contributions of cash totaling $10,000 or
approximately $0.001 per share.
If
1,500,000 Shares Are Sold:
Upon completion of this offering, in
the event 1,500,000 shares are sold, the net tangible book value of the
11,500,000 shares to be outstanding will be $35,866 or approximately $0.0032 per
share. The net tangible book value of the shares held by our existing
stockholders will be increased by $0.0031 per share without any additional
investment on their part. Public shareholders will incur an
immediate dilution from $0.05 per share to $0.0032 per share.
-13-
After completion of this offering, if
1,500,000 shares are sold, public shareholders will own approximately
13.04% of the total number of shares then outstanding for which public shareholders will have made a cash investment of
$75,000, or $0.05 per share. Our existing stockholder will own approximately
86.96% of the total number of shares then outstanding, for which he has made
contributions of cash totaling $10,000 or approximately $0.001 per
share.
If
the 1,000,000 Shares Are Sold:
Upon completion of this offering, in
the event 1,000,000 shares are sold, the net tangible book value of the
11,000,000 shares to be outstanding will be $10,866, or approximately $0.0010
per share. The net tangible book value of the shares held by our existing
stockholders will be increased by $0.0009 per share without any additional
investment on their part. Public shareholders
will incur an immediate dilution from $0.05 per share to $0.0010 per
share.
After completion of this offering, if
1,000,000 shares are sold, public shareholders
will own approximately 9.09% of the total number of shares then outstanding for
which public shareholders will have made a cash
investment of $50,000, or $0.05 per share. Our existing stockholder will own
approximately 90.91% of the total number of shares then outstanding, for which
he has made contributions of cash totaling $10,000 or approximately $0.001 per
share.
The following table compares the
differences of public shareholders' investment
in our shares with the investment of our existing stockholders.
Existing
Stockholders if all of the Shares are Sold:
Price
per share
|
$
|
0.05
|
Net
tangible book value per share before offering
|
$
|
0.0001
|
Potential
gain to existing shareholders
|
$
|
0.0050
|
Net
tangible book value per share after offering
|
$
|
0.0051
|
Increase
to present stockholders in net tangible book value per
share
|
||
after
offering
|
$
|
0.0050
|
Capital
contributions
|
$
|
10,000
|
Number
of shares outstanding before the offering
|
10,000,000
|
|
Number
of shares after offering assuming the sale of the maximum
|
||
number
of shares
|
12,000,000
|
|
Percentage
of ownership after offering
|
83.33%
|
Purchasers of Shares in this Offering
if 2,000,000 Shares Sold
Price
per share
|
$
|
0.05
|
Dilution
per share
|
$
|
0.0449
|
Capital
contributions
|
$
|
100,000
|
Number
of shares after offering held by public investors
|
2,000,000
|
|
Percentage
of capital contributions by existing shareholders
|
9.09%
|
|
Percentage
of capital contributions by new investors
|
90.91%
|
|
Percentage
of ownership after offering
|
16.67%
|
-14-
Purchasers
of Shares in this Offering if 1,500,000 Shares Sold
Price
per share
|
$
|
0.05
|
Dilution
per share
|
$
|
0.0468
|
Capital
contributions
|
$
|
75,000
|
Number
of shares after offering held by public investors
|
1,500,000
|
|
Percentage
of capital contributions by existing shareholders
|
11.76%
|
|
Percentage
of capital contributions by new investors
|
88.24%
|
|
Percentage
of ownership after offering
|
13.04%
|
Purchasers
of Shares in this Offering if 1,000,000 Shares Sold
Price
per share
|
$
|
0.05
|
Dilution
per share
|
$
|
0.0490
|
Capital
contributions
|
$
|
50,000
|
Number
of shares after offering held by public investors
|
1,000,000
|
|
Percentage
of capital contributions by existing shareholders
|
16.67%
|
|
Percentage
of capital contributions by new investors
|
83.33%
|
|
Percentage
of ownership after offering
|
9.09%
|
PLAN OF DISTRIBUTION; TERMS OF THE
OFFERING
We are offering 2,000,000 shares of
common stock on a self-underwritten basis, 1,000,000 shares minimum, 2,000,000
shares maximum. The offering price is $0.05 per share. Funds from this offering
will be placed in a separate bank account at HSBC, Shop 2, G/F, Dalian Gold Name
Commercial Tower, No.68 Renmin Road, Dalian, Liaoning 116001, People’s Republic
of China. Its telephone number is (411) 8280-8196. The funds will be
maintained in the separate bank until we receive a minimum of $50,000 at which
time we will remove those funds and use them as set forth in the Use of Proceeds
section of this prospectus. This account is not an escrow, trust or similar
account. It is merely a separate interest bearing savings account
under our control where we have segregated your funds. Your
subscription will only be deposited in a separate bank account under our name.
As a result, if we are sued for any reason and a judgment is rendered against
us, your subscription could be seized in a garnishment proceeding and you could
lose your investment. Further, if we file a voluntary bankruptcy
petition or our creditors file an involuntary bankruptcy petition, our assets
will be seized by the bankruptcy trustee, including your subscription, and used
to pay our creditors. If that happens, you will lose your investment, even if we
fail to raise the minimum amount in this offering. As a result, there
is no assurance that your funds will be returned to you if the minimum offering
is not reached. Any funds received by us thereafter will immediately used by
us.
If we do not receive the minimum amount
of $50,000 within 270 days of the effective date of our registration statement,
all funds will be promptly returned to you with interest and without a deduction
of any kind. We will return your funds to you in the form a cashier’s check sent
Federal Express on the 271st
day. During the 270 day period, no funds will be returned to you. You
will only receive a refund of your subscription if we do not raise a minimum of
$50,000 within the 270 day period referred to above. There are no finders
involved in our distribution. Officers, directors, affiliates or anyone involved
in marketing the shares will not be allowed to purchase shares in the offering.
You
-15-
will not
have the right to withdraw your funds during the offering. You will only have
the right to have your funds returned if we do not raise the minimum amount of
the offering or there would be a change in the material terms of the offering.
The following are material terms that would allow you to be entitled to a refund
of your money:
*
|
extension
of the offering period beyond 270
days;
|
*
|
change
in the offering price;
|
*
|
change
in the minimum sales requirement;
|
*
|
change
to allow sales to affiliates in order to meet the minimum sales
requirement;
|
*
|
change
in the amount of proceeds necessary to release the proceeds held in the
separate bank account.
|
If any of the foregoing events
occur, we will file a post-effective amendment to this registration statement,
including updated disclosure and financial statements where necessary, and we
will return at least contemporaneously with the filing of the post-effective
amendment, all investor proceeds .
We will sell the shares in this
offering through Yuan Kun Deng, our sole officer and director. He
will receive no commission from the sale of any shares. He will not register as
a broker/dealer under section 15 of the Securities Exchange Act of 1934 in
reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a
person associated with an issuer may participate in the offering of the issuer’s
securities and not be deemed to be a broker/dealer. The conditions are
that:
1. The person is not statutorily
disqualified, as that term is defined in Section 3(a)(39) of the Act, at the
time of his participation; and,
2. The person is not compensated in
connection with his participation by the payment of commissions or other
remuneration based either directly or indirectly on transactions in
securities;
3. The person is not at the time of
their participation, an associated person of a broker/dealer; and,
4. The person meets the conditions of
Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily
performs, or is intended primarily to perform at the end of the offering,
substantial duties for or on behalf of the issuer otherwise than in connection
with transactions in securities; and (B) is not a broker or dealer, or an
associated person of a broker or dealer, within the preceding twelve (12)
months; and (C) do not participate in selling and offering of securities for any
issuer more than once every twelve (12) months other than in reliance on
Paragraphs (a)(4)(i) or (a)(4)(iii).
Mr. Deng is not statutorily
disqualified, is not being compensated, and is not associated with a
broker/dealer. He is and will continue to be our sole officer and director at
the end of the offering and has not been during the last twelve months and is
currently not a broker/dealer or associated with a broker/dealer. He
will not participate in selling and offering securities for any issuer more than
once every twelve months.
-16-
Only after our registration statement
is declared effective by the SEC, do we intend to advertise, through tombstones,
and hold investment meetings. We will not utilize the Internet to advertise our
offering. Mr. Deng will also distribute the prospectus to potential investors at
the meetings, to business associates and to his friends and relatives who are
interested in us and a possible investment in the offering. No shares purchased
in this offering will be subject to any kind of lock-up agreement.
Management and affiliates thereof will
not purchase shares in this offering to reach the minimum.
We intend to sell our shares outside
the United States.
Section
15(g) of the Exchange Act - Penny Stock Disclosure
Our shares are “penny stocks” covered
by section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules
15g-1 through 15g-6 promulgated thereunder. They imposes additional sales
practice requirements on broker/dealers who sell such securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $1,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses). For transactions covered by the Rule, the broker/dealer
must make a special suitability determination for the purchase and have received
the purchaser’s written agreement to the transaction prior to the sale.
Consequently, the Rule may affect the ability of broker/dealers to sell our
securities and also may affect your ability to resell your shares.
Section 15(g) also imposes additional
sales practice requirements on broker/dealers who sell penny securities. These
rules require a one page summary of certain essential items. The items include
the risk of investing in penny stocks in both public offerings and secondary
marketing; terms important to in understanding of the function of the penny
stock market, such as “bid” and “offer” quotes, a dealers “spread” and
broker/dealer compensation; the broker/dealer compensation, the broker/dealers
duties to its customers, including the disclosures required by any other penny
stock disclosure rules; the customers rights and remedies in causes of fraud in
penny stock transactions; and, the FINRA’s toll free telephone number and the
central number of the North American Administrators Association, for information
on the disciplinary history of broker/dealers and their associated persons.
While Section 15(g) and Rules 15g-1 through 15g-6 apply to broker/dealers, they
do not apply to us.
Rule 15g-1 exempts a number of specific
transactions from the scope of the penny stock rules.
Rule 15g-2 declares unlawful
broker/dealer transactions in penny stocks unless the broker/dealer has first
provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful
for a broker/dealer to engage in a penny stock transaction unless the
broker/dealer first discloses and subsequently confirms to the customer current
quotation prices or similar market information concerning the penny stock in
question.
Rule 15g-4 prohibits broker/dealers
from completing penny stock transactions for a customer unless the broker/dealer
first discloses to the customer the amount of compensation or other remuneration
received as a result of the penny stock transaction.
-17-
Rule 15g-5 requires that a
broker/dealer executing a penny stock transaction, other than one exempt under
Rule 15g-1, disclose to its customer, at the time of or prior to the
transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers
selling penny stocks to provide their customers with monthly account
statements.
Again, the foregoing rules apply to
broker/dealers. They do not apply to us in any manner whatsoever. Again, the
application of the penny stock rules may affect your ability to resell your
shares. The application of the penny stock rules may affect your ability to
resell your shares because many brokers are unwilling to buy, sell or trade
penny stocks as a result of the additional sales practices imposed upon them
which are described in this section.
Regulation
M
We are subject to Regulation M of the
Securities Exchange Act of 1934. Regulation M governs activities of
underwriters, issuers, selling security holders, and others in connection with
offerings of securities. Regulation M prohibits distribution participants and
their affiliated purchasers from bidding for purchasing or attempting to induce
any person to bid for or purchase the securities being distributed.
Offering
Period and Expiration Date
This offering will start on the date of
this registration statement is declared effective by the SEC and continue for a
period of 270 days, unless the offering is completed or otherwise terminated by
us.
We will not accept any money until this
registration statement is declared effective by the SEC.
Procedures
for Subscribing
We will not accept any money until this
registration statement is declared effective by the SEC. Once the registration
statement is declared effective by the SEC, if you decide to subscribe for any
shares in this offering, you must
1. execute and deliver a subscription
agreement, a copy of which is included with the prospectus.
2. deliver a check or certified funds
to us for acceptance or rejection.
All checks for subscriptions must be
made payable to “GOLD DRAGON ENTERPRISES INC.”
-18-
Right
to Reject Subscriptions
We have the right to accept or reject
subscriptions in whole or in part, for any reason or for no reason. All monies
from rejected subscriptions will be returned immediately by us to the
subscriber, without interest or deductions. Subscriptions for securities will be
accepted or rejected within 48 hours after we receive them.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATION
This section of the prospectus includes
a number of forward-looking statements that reflect our current views with
respect to future events and financial performance. Forward-looking statements
are often identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions, or words which, by their nature, refer
to future events. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this prospectus. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or out
predictions.
Plan
of Operation
We are a start-up, exploration stage
corporation and have not yet generated or realized any revenues from our
business operations.
Our auditor has issued a going concern
opinion. This means that there is substantial doubt that we can continue as an
on-going business for the next twelve months unless we obtain additional capital
to pay our bills. This is because we have not generated any revenues and no
revenues are anticipated until we begin removing and selling minerals. There is
no assurance we will ever reach this point. Accordingly, we must raise cash from
sources other than the sale of minerals found on the claim. That cash must be
raised from other sources. Our only other source for cash at this time is
investments by other. We must raise cash to implement our project and stay in
business. If we raise the minimum amount of money in this offering, we believe
it will last twelve months.
We will be conducting research in the
form of exploration of the claim. Our exploration program is explained in as
much detail as possible in the business section of this prospectus. We are not
going to buy or sell any plant or significant equipment during the next twelve
months.
Access from Las Vegas, Nevada to the
Golden Knight Lode Claim is southeastward to Boulder City, thence southward via
Highway 95 to Searchlight, thence westward via Highway 164 to Crescent from
where a sub-standard road is taken northward to the Golden Knight Lode Claim.
The entire distance from Las Vegas to the Golden Knight Lode Claim is
approximately 82 miles.
In addition to the state regulations,
federal regulations require a yearly maintenance fee to keep the claim in good
standing. In accordance with federal regulations, the Golden Knight Lode Claim
is in good standing to September 1, 2010. A yearly maintenance fee of $140.00 is
required to be paid to the Bureau of Land Management prior to the expiration
date to keep the claim in good standing for an additional year.
-19-
Our exploration target is to find an
ore body containing gold. Our success depends upon finding mineralized material.
This includes a determination by our consultant if the claim contains reserves.
We have not selected a consultant as of the date of this prospectus and will not
do so until our offering is successfully completed, if that occurs, of which
there is no assurance. Mineralized material is a mineralized body, which has
been delineated by appropriate spaced drilling or underground sampling to
support sufficient tonnage and average grade of metals to justify removal. If we
don’t find mineralized material or we cannot remove mineralized material, either
because we do not have the money to do it or because it is not economically
feasible to do it, we will cease operations and you will lose your
investment.
In addition, we may not have enough
money to complete our exploration of the claim. If it turns out that we have not
raised enough money to complete our exploration program, we will try to raise
additional funds from a second public offering, a private placement or loans. At
the present time, we have not made any plans to raise additional money and there
is no assurance that we would be able to raise additional money in the future.
In we need additional money and can’t raise it, we will have to suspend or cease
operations.
We must conduct exploration to
determine what amount of minerals, if any, exist on our properties and if any
minerals which are found can be economically extracted and profitably
processed.
The claim is undeveloped raw land.
Exploration and surveying has not been initiated and will not be initiated until
we raise money in this offering. That is because we do not have money to start
exploration. Once the offering is concluded, we intend to start exploration
operations. To our knowledge, the claim has never been mined. The only event
that has occurred is the recording of the claim by Larry Sookochoff in our name
and a physical examination of the claim by Mr. Deng, our sole officer and
director. The registration of the claim was included in the $2,267 paid to Larry
Sookochoff. No additional payments were made or are due to Larry Sookochoff for
his services.
We do not know if we will find
mineralized material. We believe that activities occurring on adjoining
properties are not material to our activities. The reason is that what ever is
located under adjoining claim may or may not be located on our
claim.
We do not claim to have any minerals or
reserves whatsoever at this time on the claim.
We intend to implement an exploration
program which consists of trenching and core sampling. Trenching is the process
of removing samples from the surface and immediately below the surface of the
ground. Core sampling is the process of drilling holes to a depth of
up to 100 feet in order to extract samples of earth. Mr. Deng, after confirming
with our consultant, will determine where drilling will occur on the claim. Mr.
Deng will not receive fees for his services. The samples will be tested to
determine if mineralized material is located on the claim. Based upon the tests
of the core samples, we will determine if we will terminate operations; proceed
with additional exploration of the claim; or develop the claim. The proceeds
from this offering are designed to only fund the costs of core sampling and
testing. We intend to take our core samples to American Assay Labs of Reno,
Nevada . We have not selected any of the foregoing as of
the date of this prospectus. We will only make the selections in the event we
raise the minimum amount of this offering.
-20-
We do not intend to interest other
companies in the claim if we find mineralized materials. We intend to try to
develop the reserves ourselves through the use of consultant. We have no plans
to interest other companies in the claim if we do not find mineralized material.
To pay the consultant and develop the reserves, we will have to raise additional
funds through a second public offering, a private placement or through loans. As
of the date of this prospectus, we have no plans to raise additional funds other
than the funds being raised in this public offering. Further, there is no
assurance we will be able to raise any additional funds even if we discover
mineralized material and a have a defined ore body.
If we are unable to complete any phase
of exploration because we don’t have enough money, we will cease operations
until we raise more money. If we can’t or don’t raise more money, we will cease
operations. If we cease operations, we don’t know what we will do and we don’t
have any plans to do anything.
We don’t intend to hire additional
employees at this time. All of the work on the claim will be conduct by
unaffiliated independent contractors that we will hire. The independent
contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us on
the economic feasibility of removing the mineralized material.
Milestones
The following are our
milestones:
1.
|
0-90
days after completion of the offering, retain our consultant to manage the
exploration of the claim. Cost - up to $5,000. Time of retention 0-90
days. To carry out this milestone, we must hire a consultant. There are a
number of mining consultants located in Reno, Nevada that we intend to
interview.
|
2.
|
90-180
days after completion of the offering. - Surveying, Trenching, Sampling,
and Core Drilling. We will survey the
claim. Surveying will cost up to $7,500. Trenching
will cost up to 10,500. Trenching will used to accumulates samples from
the surface and just below the surface. Core drilling will cost
up to $29,350. The number of holes to be drilled will be dependent upon
the amount raised from the offering. Core drilling will be subcontracted
to non-affiliated third parties. In the event we raise less than $75,000, we will
not conduct any trenching or core drilling, but will limit our exploration
activity to surveying, surface sampling and analysis of the surface
samples . Time to conduct the core drilling - 90 days. The
driller will be retained by our
consultant.
|
3.
|
180-210
days after completion of the offering. Have an independent third party
analyze the samples from the core drilling. Determine if mineralized
material is below the ground. If mineralized material is found, we will
attempt to define the ore body. We estimate that it will cost $3,000 to
analyze the core samples and will take 30 days. Delivery of the samples to
the independent third party is necessary to carry out this
milestone.
|
-21-
The cost of the subcontractors is
included in cost of the exploration services to be performed as set forth in the
Use of Proceeds section and the Business section. All funds for the foregoing
activities will be obtained from this public offering.
Limited
Operating History; Need for Additional Capital
There is limited historical financial
information about us upon which to base an evaluation of our performance. We are
an exploration stage corporation and have not generated any revenues from
operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, possible delays in
the exploration of our properties, and possible cost overruns due to price and
cost increases in services.
To become profitable and competitive,
we conduct into the research and exploration of the claim before we start
production of any minerals we may find. We are seeking equity financing to
provide for the capital required to implement our research and exploration
phases. We believe that the funds raised from this offering, whether it be the
minimum amount or the maximum amount, will allow us to operate for one
year.
We have no assurance that future
financing will be available to us on acceptable terms. If financing is not
available on satisfactory terms, we may be unable to continue, develop or expand
our operations. Equity financing could result in additional dilution to existing
shareholders.
Liquidity
and Capital Resources
To meet our need for cash we are
attempting to raise money from this offering. We cannot guarantee that we will
be able to raise enough money through this offering to stay in business.
Whatever money we do raise, will be applied to the items set forth in the Use of
Proceeds section of this prospectus. If we find mineralized material and it is
economically feasible to remove the mineralized material, we will attempt to
raise additional money through a subsequent private placement, public offering
or through loans. If we do not raise all of the money we need from this offering
to complete our exploration of the claim, we will have to find alternative
sources, like a second public offering, a private placement of securities, or
loans from our officers or others.
Yuan Kun Deng, our sole officer and
director has agreed to advance funds as needed until the public offering is
completed or failed and has agreed to pay the cost of reclamation of the claim
area should mineralized material not be found thereon. There is one
agreement evidencing both events. The foregoing agreement is oral,
there is nothing in writing to evidence the same. While Mr. Deng has agreed to
advance the funds, the agreement is unenforceable as a matter of law, since
there is no consideration for the same. Accordingly, we will have no
right of action against Mr. Deng should he not advance the funds we need until
the public offering is completed or failed or Mr. Deng does not advance the cost
of reclamation of the claim should mineralized material not be found
thereon. At the present time, we have not made any arrangements to
raise additional cash, other than through this offering. If we need additional
cash and can’t raise it we will either have to suspend operations until we do
raise the cash, or cease operations entirely. Whether we raise the minimum
amount or maximum amount, it will last a year. Other than as described in this
paragraph, we have no other financing plans.
-22-
We have the right to explore one claim
containing one twenty acre claim. We will begin our exploration plan upon
completion of this offering. We expect to start exploration operations, weather
permitting, within 90 days of completing this offering. As of the date of this
prospectus, we have yet to begun operations and therefore we have yet to
generate any revenues.
Since inception, we have issued
10,000,000 shares of our common stock to our sole officer and director and
received $10,000.
We issued 10,000,000 shares of common
stock to our sole officer and director pursuant to the exemption from
registration contained in Regulation S of the Securities Act of 1993. The
purchase price of the shares was $10,000. This was accounted for as an
acquisition of shares. Yuan Kun Deng covered our initial expenses of $2,267
including incorporation, fees for registering the claim, all of which was paid
directly to Mr. Sookochoff. The amount owed to Mr. Deng is non-interest bearing,
unsecured and due on demand. Further, the agreement with Mr. Deng is oral and
there is no written document evidencing the agreement.
As of August 31, 2008, our total assets
were $9,991 and our total liabilities were $9,125.
-23-
BUSINESS
General
We were incorporated in the State of
Nevada on June 12, 2008. We are an exploration stage corporation. An exploration
stage corporation is one engaged in the search from mineral deposits or reserves
which are not in either the development or production stage. We intend to
conduct exploration activities on one claim. We maintain our statutory
registered agent’s office at Business Filings Incorporated, 6100 Neil Road,
Suite 500, Reno, Nevada 89511 and our business office is located at 12F, World
Trade Centre, No. 25 Tongxing Street, Zhongshan District, Dalian, China 116001.
This is our mailing address as well. Our telephone number is
86-130-798-88886. This is Mr. Deng’s office. We use this
space on a rent free basis.
There is no assurance that a
commercially viable mineral deposit exists on the claim and further exploration
will be required before a final evaluation as to the economic feasibility is
determined.
We have no plans to change our business
activities or to combine with another business, and are not aware of any events
or circumstances that might cause our plans to change.
The fee simple title to the property is
owned by the United States of America. Mineral Property Services
staked the land and obtained a claim from the BLM. The claim is
referred to as “Golden Knight Lode Claim.” We have the right to enter
on the claim with our employees, representatives and agents, and to prospect,
explore, test, develop, work and mine the claim. We are the
registered owner of the Golden Knight Lode Claim.
The claim is unencumbered and there are
no competitive conditions which affect the claim. Further, there is no insurance
covering the claim and we believe that no insurance is necessary since the claim
is unimproved and contains no buildings or improvements.
To date, we have not performed any work
on the claim. We are presently in the exploration stage and we cannot guarantee
that a commercially viable mineral deposit, a reserve, exists in the claim until
further exploration is done and a comprehensive evaluation concludes economic
and legal feasibility.
Claim
The Golden Knight Lode Claim is
comprised of one located claim with an area of 20 acres located in the
Goodsprings (Yellow Pine) Mining District situated within the southwestern
corner of the State of Nevada, U.S.A. The Golden Knight Lode Claim covers some
former exploratory workings on an indicated mineral showing. We are
the registered owner of the Golden Knight Lode Claim.
-24-
MAP 1
-25-
MAP 2
-26-
MAP 3
Location
and Access
The Golden Knight Lode Claim,
comprising 20 acres, was located on September 5, 2009 and was filed in the Clark
County recorder’s office in Las Vegas on October 27, 2009 as Instrument
20091027000 & 200910270001966 File 83 Page 11 in the official records, book
No. 20091027.
The Golden Knight Lode Claim is located
within Sections 5 and 6, Township 28-S, Range 60-E, in the Sunset Mining
District of Clark County, Nevada.
Access from Las Vegas, Nevada to the
Golden Knight Lode Claim is southeastward to Boulder City, thence southward via
Highway 95 to Searchlight, thence westward via Highway 164 to Crescent from
where a sub-standard road is taken northward to the Golden Knight Lode Claim.
The entire distance from Las Vegas to the Golden Knight Lode Claim is
approximately 82 miles.
-27-
In addition to the state regulations,
federal regulations require a yearly maintenance fee to keep the claim in good
standing. In accordance with federal regulations, the Golden Knight Lode Claim
is in good standing to September 1, 2010. A yearly maintenance fee of $140.00 is
required to be paid to the Bureau of Land Management prior to the expiration
date to keep the claim in good standing for an additional year.
History
There is no recorded production from
the ground covered by the Golden Knight Lode Claim; however, inclusive prospect
pits indicate the exploration of mineralized zones.
Physiography,
Climate, Vegetation and Water
The Golden Knight Lode Claim (the
“Claim”) is situated midway through the approximate 14 mile Lucy Grey Mountain
Range, a north-south trending range of mountains with crests reaching elevations
up to 2,500 feet. The Claim mainly covers a northwesterly trending valley floor
in the northern portion with the south western portion covering the northerly
slopes extending from a ridge 600 feet to the west.
Topography on the Claim is moderate
with an elevation of 1,010 feet within the valley in the north to an elevation
of 1,065 feet in the southwest corner.
The Claim area is of a typically desert
climate with relatively high temperatures and low precipitation. Vegetation
consists mainly of desert shrubs and cactus. Sources of water would be available
from valley wells.
Regional
Geology
Geologically, the Sunset district is
the southern extension of the Yellow Pine District where the Mountain Ranges
consist mainly of Paleozoic sediments which have undergone intense folding
accompanied by faulting. A series of Carboniferous sediments consist largely of
siliceous limestones and include strata of pure crystalline limestone and
dolomite with occasional intercalated beds of fine grained sandstone. These
strata have a general west to southwest dip of from 15 to 45 degrees which is
occasionally disturbed by local folds. Igneous rocks are scarce and are
represented chiefly by quartz-monzonite porphyry dikes and sills. The
quartz-monzonite porphyry is intruded into these strata and is of post-Jurassic
age, perhaps Tertiary.
Claim
Geology
The Golden Knight Lode Claim is
indicated to be underlain in part by basement Precambrian rocks overlain by the
Cambrian to Devonian Goodsprings dolomite.
Claim
Mineralization
The ore deposits can at best be
characterized as enigmatic. They appear to fall into two distinct types, which
may or may not be related, gold-copper deposits and lead-zinc deposits.
Gold-copper deposits are clearly related to sill-like masses of granite
porphyry. All existing mines worked the contact between the intrusive and
surrounding sedimentary rocks. Gold occurred in both the intrusive and the
carbonate wall rocks. It appears any carbonate unit was a suitable
host.
-28-
The lead-zinc deposits are often
distant from intrusives and occur as veins or replacements of brecciated rocks
along fault zones, either thrust faults or normal faults. Unlike the gold
deposits, the productive lead-zinc deposits are restricted to the Monte Cristo
Formation.
Mineralogy of gold-copper deposits
consists of native gold, pyrite, limonite, cinnabar, malachite, azurite and
chrysocolla. Lead-zinc deposits are comprised of hydrozincite, calamine,
smithsonite, cerrusite, anglesite, galena and iron oxides. The rather unusual
mineralogy of the district is due to the great depth of surface oxidation,
exceeding 600 feet.
Typical sulfides such as chalcopyrite,
sphalerite and pyrite have been partially or completely altered to more stable
hydrated carbonates and sulfates. Only the highly insoluble lead sulfide, galena
has successfully resisted surface oxidation.
Primary alteration is difficult to
characterize due to the supergene overprint, but again appears to differ for
gold-copper deposits and lead-zinc deposits. Gold-copper ores have been
extensively sericitized and kaolinized, altering the host pluton to a rock that
can be mined through simple excavation with little or no blasting. The rock is
so thoroughly altered it decrepitates on exposure to the atmosphere. On the
other hand, lead-zinc deposits appear to be characterized by dolomitization and
minor silicification.
Supplies
Supplies and manpower are readily
available for exploration of the claim.
Other
Other than our interest in the claim,
we own no other property.
Our
Proposed Exploration Program
Working with a $10,000 to $60,000
budget, we plan on doing trenching work with a back-hoe to expose
bedrock. Metal detecting, soil and rock chip sampling, and geological
mapping will be done once the bedrock is exposed. The object of this
work will be to determine if there is an economically recoverable gold resource
on this claim. All sample locations will be marked and
mapped. The initial phase of work will provide enough information to
allow the company to decide whether or not to proceed to the next phase of
exploration.
It will take us two to three weeks to
complete the trenching and collect the samples. Samples will be
shipped to American Assay Labs of Reno Nevada, certified assayers. It
will take another two to three weeks to obtain results from the
lab. We will plot all sample locations on enlarged topo maps and
provide GPS with these locations. Thereafter we will begin core
drilling.
Funds will be used exclusively for
trenching, grid installation, metal detection, sample collecting, supplies,
shipping, lab costs, meals, motels, truck fuel and labor.
We must conduct exploration to
determine what amount of minerals, if any, exist on our properties and if any
minerals which are found can be economically extracted and profitably
processed.
-29-
The claim is undeveloped raw land.
Exploration and surveying has not been initiated until we raise additional
money. That is because we do not have money to complete
exploration.
Before minerals retrieval can begin, we
must explore for and find mineralized material. After that has occurred we have
to determine if it is economically feasible to remove the mineralized material.
Economically feasible means that the costs associated with the removal of the
mineralized material will not exceed the price at which we can sell the
mineralized material. We can't predict what that will be until we find
mineralized material.
We do not claim to have any minerals or
reserves whatsoever at this time on any of the claim.
The costs of our work program were
provided by Professional Engineer and Geologist, Laurence
Sookochoff. We have no relationship with Mr. Sookochoff. We will
begin exploration activity in the fall of 2010.
We cannot provide you with a more
detailed discussion of how our exploration program will work and what we expect
will be our likelihood of success. That is because we have a piece of
raw land and we intend to look for a gold ore body. We may or may not
find an ore body. We have the right to prospect, explore, test,
develop, work and mine the claim. We hope we do, but it is impossible
to predict the likelihood of such an event. The overwhelming likihood is that there is no ore body
on our sole mineral claim . In addition, the nature and direction
of the exploration may change depending upon initial results.
We do not have any plan to take our
company to revenue generation. That is because we have not found economic
mineralization yet and it is impossible to project revenue generation from
nothing.
The following is an outline of the
estimated maximum costs of this first phase of exploration of this
claim:
Consulting
Services
|
$
|
5,000
|
Survey
& Surface
Sampling
|
$
|
7,500
|
Trenching
& Sampling
|
$
|
10,500
|
Core
Drilling
|
$
|
29,350
|
Analyzing
Samples
|
$
|
3,000
|
In the event we raise less than
$75,000, we will not conduct any trenching or core drilling, but will limit our
exploration activity to surveying, surface sampling and analysis of the surface
samples .
Competitive
Factors
The gold mining industry is fragmented,
that is there are many, many gold prospectors and producers, small and large. We
do not compete with anyone. That is because there is no competition for the
exploration or removal of minerals from the claim. We will either find gold on
the claim or not. If we do not, we will cease or suspend operations. We are one
of the smallest exploration companies in existence. We are an infinitely small
participant in the gold mining market. Readily available gold markets exist in
the United States and around the world for the sale of gold. Therefore, we will
be able to sell any gold that we are able to recover.
-30-
Rental
Fee Requirement
The Federal government’s Continuing Act
of 2002 extends the requirement of rental or maintenance fees in place of
assessment work for filing and holding mining claims with the BLM. All claimants
must pay a yearly maintenance fee of $125 per claim for all or part of the
mining claim assessment year. The fee must be paid at the State Office of the
Bureau of Land Management by August 31, of each year. We have paid this fee
through 2010. The assessment year ends on noon of September 1 of each
year. The initial maintenance fee is paid at the time the Notice of
Location is filed with the BLM and covers the remainder of the assessment year
in which the claim was located. There are no exemptions from the initial fee.
Some claim holders may qualify for a Small Miner Exemption waiver of the
maintenance fee for assessment years after the year in which the claim was
located. We do not qualify for a Small Miner
Exemption. The following sets forth the BLM fee
schedule:
Fee
Schedule (per claim)
|
||
Location
Fee
|
$
|
30
|
Maintenance
Fee
|
$
|
125
|
Service
Charges
|
$
|
10
|
Transfer
Fee
|
$
|
5
|
Proof
of Labor
|
$
|
5
|
Notice
of Intent to Hold
|
$
|
5
|
Transfer
of Interest
|
$
|
5
|
Amendment
|
$
|
5
|
Petition
for Deferment of Assessment Work
|
$
|
25
|
Notice
of Intent to Locate on Stock Raising Homestead land
|
$
|
25
|
The BLM regulations provide for three
types of operations on public lands: 1. Casual Use level, 2. Notice level and 3.
Plan of Operation level.
1. Casual Use means activities
ordinarily resulting in no or negligible disturbance of the public lands or
resources. Casual Use operations involve simple prospecting with hand tools such
as picks, shovels, and metal detectors. Small-scale mining devices such as dry
washers having engines with less than 10 brake-horsepower are allowed, provided
they are fed using only hand tools. Casual Use level operations are not required
to file an application to conduct activities or post a financial
guarantee.
2. Notice level operations include only
exploration activities in which five or less acres of disturbance are proposed.
Presently, all Notice Level operations require a written notice and must be
bonded for all activities other than reclamation.
3. Plans of Operation activities
include all mining and processing (regardless of the size of the proposed
disturbance), plus all other activities exceeding five acres of proposed public
land disturbance.
Operators are encouraged to conduct a
thorough inventory of the claim to determine the full extent of any existing
disturbance and to meet with field office personnel at the site before
developing an estimate. The inventory should include photographs taken “before”
and “after” any mining activity.
-31-
If an operator constructs access or
uses an existing access way for an operation and would object to BLM blocking,
removing, or claiming that access, then the operator must post a financial
guarantee that covers the reclamation of the access.
Concurrence by the BLM for occupancy is
required whenever residential occupancy is proposed or when fences, gates, or
signs will be used to restrict public access or when structures that could be
used for shelter are placed on a claim. It is the claimant's responsibility to
prepare a complete notice or plan of operators.
Mining Claims On State
Land
The Nevada law authorizing location of
claims on State Lands was repealed in 1998. Acquisition of mineral rights on
Nevada trust land can only be accomplished by application for a prospecting
permit, mineral lease, or lease of common variety materials.
We will secure all necessary permits
for exploration and, if development of the claim is warranted, will file final
plans of operation before we start any mining operations. We anticipate no
discharge of water into active stream, creek, river, lake or any other body of
water regulated by environmental law or regulation. No endangered species will
be disturbed. Restoration of the disturbed land will be completed according to
law. All holes, pits and shafts will be sealed upon abandonment of the property.
It is difficult to estimate the cost of compliance with the environmental law
since the full nature and extent of our proposed activities cannot be determined
until we start our operations and know what that will involve from an
environmental standpoint.
We are in compliance with all laws and
will continue to comply with the laws in the future. We believe that compliance
with the laws will not adversely affect our business operations.
We are responsible to provide a safe
working environment, not disrupt archaeological sites, and conduct our
activities to prevent unnecessary damage to the claim.
We will secure all necessary permits
for exploration and, if development is warranted on the claim, will file final
plans of operation before we start any mining operations. At this point, a
permit from the BLM would be required. Also, we would be required to comply with
the laws of the state of Nevada and federal regulations. We anticipate no
discharge of water into active stream, creek, river, lake or any other body of
water regulated by environmental law or regulation. No endangered species will
be disturbed. Restoration of the disturbed land will be completed according to
law. All holes, pits and shafts will be sealed upon abandonment of the claim. It
is difficult to estimate the cost of compliance with the environmental law since
the full nature and extent of our proposed activities cannot be determined until
we start our operations and know what that will involve from an environmental
standpoint.
Exploration stage companies have no
need to discuss environmental matters, except as they relate to exploration
activities. We will only be using “non-intrusive” exploration techniques and
will not leave any indication that a sample was taken from the
area.
-32-
We have not allocated any funds for the
cost of reclamation of the claim. Yuan Kun Deng, our sole officer and director
has agreed to advance funds as needed until the public offering is completed or
failed and has agreed to pay the cost of reclamation of the claim should
mineralized material not be found thereon. There is one agreement
evidencing both events. The foregoing agreement is oral, there is
nothing in writing to evidence the same. While Mr. Deng has agreed to advance
the funds, the agreement is unenforceable as a matter of law, since there is no
consideration for the same. Accordingly, we will have no right of
action against Mr. Deng should he not advance the funds we need until the public
offering is completed or failed or Mr. Deng does not advance the cost of
reclamation of the claim should mineralized material not be found
thereon.
Subcontractors
We intend to use the services of a
consultant who will supervise the subcontractors for manual labor exploration
work on the claim. We have not selected the consultant as of the date
of this prospectus and will not do so until we have completed this
offering.
Employees and Employment
Agreements
At present, we have no full-time
employees. Our sole officer and director is a part-time employee and will devote
about 25% of his time or ten hours per week to our operation. Our sole officer
and director does not have an employment agreement with us. We presently do not
have pension, health, annuity, insurance, stock options, profit sharing or
similar benefit plans; however, we may adopt plans in the future. There are
presently no personal benefits available to our sole officer and director. Our
sole officer and director will handle our administrative duties. Because our
sole officer and director is inexperienced with exploration, he will hire
qualified persons to perform our exploration activities. As of today,
we have not looked for or talked to any geologists or engineers who will perform
work for us in the future. We do not intend to do so until we complete this
offering.
Claim Interests and Mining Claims in
General
Mining claims are subject to the same
risk of defective title that is common to all real property interests.
Additionally, mining claims are self-initiated and self-maintained and
therefore, possess some unique vulnerabilities not associated with other types
of property interests. It is impossible to ascertain the validity of unpatented
mining claims solely from an examination of the public real estate records and,
therefore, it can be difficult or impossible to confirm that all of the
requisite steps have been followed for location and maintenance of a claim. If
the validity of a patented mining claim is challenged by the BLM or the U.S.
Forest Service on the grounds that mineralization has not been demonstrated, the
claimant has the burden of proving the present economic feasibility of mining
minerals located thereon. Such a challenge might be raised when a patent
application is submitted or when the government seeks to include the land in an
area to be dedicated to another use.
Reclamation
We generally are required to mitigate
long-term environmental impacts by stabilizing, contouring, resloping and
revegetating various portions of a site after mining and mineral processing
operations are completed. These reclamation efforts will be conducted in
accordance with detailed plans, which must be reviewed and approved by the
appropriate regulatory agencies.
-33-
Government
Regulation
Mining operations and exploration
activities are subject to various national, state, and local laws and
regulations in the United States, which govern prospecting, development, mining,
production, exports, taxes, labor standards, occupational health, waste
disposal, protection of the environment, mine safety, hazardous substances and
other matters. We will obtain the licenses, permits or other authorizations
currently required to conduct our exploration program. We believe that we are in
compliance in all material respects with applicable mining, health, safety and
environmental statutes and the regulations passed thereunder in the Nevada and
United States.
Our mineral exploration program is
subject to the regulations of the Bureau of Land Management. The
prospecting on the claim is provided under the existing 1872 Mining Law and all
permits for exploration and testing must be obtained through the local Bureau of
Land Management office of the Department of Interior. Obtaining permits for
minimal disturbance as envisioned by this exploration program will require
making the appropriate application and filing of the bond to cover the
reclamation of the test areas. From time to time, an archeological clearance may
need to be contracted to allow the testing program to proceed.
Environment
Regulations
Our activities are subject to various
federal and state laws and regulations governing protection of the environment.
These laws are continually changing and, in general, are becoming more
restrictive. We intend to conduct business in a way that safeguards public
health and the environment. We will conduct our operational
compliance with applicable laws and regulations.
Changes to current state or federal
laws and regulations, where we intend to operate could in the future require
additional capital expenditures and increased operating and/or reclamation
costs. Although we are unable to predict what additional legislation, if any,
might be proposed or enacted, additional regulatory requirements could impact
the economics of our project.
During 2009, there were no material
environmental incidents or non-compliance with any applicable environmental
regulations on the Golden Knight Lode Claim
Our
Office
Our office is located at 12F, World
Trade Centre, No. 25 Tongxing Street, Zhongshan District, Dalian, China 116001.
This is our mailing address as well. Our telephone number is
86-130-798-88886. This is Mr. Deng’s office. We use this
space on a rent free basis.
MANAGEMENT
Officers and
Directors
Our directors serve until their
successor is elected and qualified. Our officers are elected by the board of
directors to a term of one (1) year and serves until their successor is duly
elected and qualified, or until they are removed from office. The board of
directors has no nominating, auditing or compensation
committees.
-34-
The name, address, age and positions of
our present, sole officer and director is set forth below:
Name
and Address
|
Age
|
Position(s)
|
Yuan
Kun Deng
|
56
|
president,
principal executive officer, principal
|
12F
World Trade Centre
|
accounting
officer, principal financial officer,
|
|
No.
25 Tongxing Street
|
secretary,
treasurer and a member of the board of
|
|
Zhongshan
District, Dalian
Peoples
Republic of China 116001
|
directors
|
The person named above has held his
offices/positions since inception of our company and is expected to hold his
offices/positions until the next annual meeting of our
stockholders.
Background
of our officers and directors
Yuan
Kun Deng, President, Principal Executive Officer, and a member of the Board of
Directors
Since June 12, 2008, our inception,
Yuan Kun Deng has been our president, principal executive officer, secretary,
treasurer, principal financial officer, principal accounting officer, and our
sole member of the board of directors. Since July 3, 2008, Mr. Deng has been the
president, principal executive officer, principal financial officer, principal
accounting officer and a member of the board of directors of MultiPlayer Online
Dragon, Inc., a corporation engaged in the business of developing a search
engine. MultiPlayer’s common stock is not traded anywhere. Since
October 23, 2007, Mr. Deng has been president, principal executive officer,
secretary, treasurer, principal financial officer, principal accounting officer,
and sole member of the board of directors of Earth Dragon Resources Inc., an
exploration stage mining company. Earth Dragon’s common stock is listed for
trading on the Bulletin Board under the symbol “EARH”. Since January 1983, Mr.
Deng has been managing investments in real estate, securities, restaurants,
agriculture, marine horticulture and retail outlets for himself and unrelated
third parties.
During the past five years, Mr. Deng
has not been the subject of the following events:
1. Any bankruptcy petition filed by or
against any business of which Mr. Deng was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that
time.
2. Any conviction in a criminal
proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not
subsequently reversed, suspended or vacated, or any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting Mr. Deng’s involvement in any type of business, securities or
banking activities.
4. Found by a court of competent
jurisdiction (in a civil action), the Securities and Exchange Commission or the
Commodity Future Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.
-35-
Conflicts of
Interest
We believe Mr. Deng will not be subject
to conflicts of interest, since we will not acquire any additional properties.
No policy has been implemented or will be implemented to address conflicts of
interest.
EXECUTIVE
COMPENSATION
The following table sets forth
information with respect to compensation paid by us to our sole officer from
inception on June 12, 2008 through October 31, 2009.
Summary Compensation
Table
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Change
in
|
|||||||||
Pension
|
|||||||||
Value
&
|
|||||||||
Nonqual-
|
|||||||||
Non-Equity
|
ified
|
||||||||
Incentive
|
Deferred
|
All
|
|||||||
Plan
|
Compen-
|
Other
|
|||||||
Stock
|
Option
|
Compen-
|
sation
|
Compen-
|
|||||
Name
and Principal
|
Salary
|
Bonus
|
Awards
|
Awards
|
sation
|
Earnings
|
sation
|
Totals
|
|
Position
[1]
|
Year
|
($)
|
($)
|
($)
|
($)
|
(S)
|
($)
|
($)
|
($)
|
Yuan
Kun Deng
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
President,
Secretary,
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
and
Treasurer
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
As of the date hereof, we have not
entered into an employment contract with our sole officer and do not intend to
enter into any employment contracts until such time as it profitable to do
so.
As of November 30, 2009, we have not
paid any compensation to our sole officer.
The following table sets forth
information with respect to compensation paid by us to our sole director during
the last completed fiscal year. Our fiscal year end is October 31.
Director
Compensation Table
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Change
in
|
|||||||
Pension
|
|||||||
Fees
|
Value
and
|
||||||
Earned
|
Non-Equity
|
Nonqualified
|
All
|
||||
or
|
Incentive
|
Deferred
|
Other
|
||||
Paid
in
|
Stock
|
Option
|
Plan
|
Compensation
|
Compen-
|
||
Cash
|
Awards
|
Awards
|
Compensation
|
Earnings
|
sation
|
Total
|
|
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
Yuan
Kun Deng
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
All compensation received by our sole
officer and director has been disclosed.
-36-
There are no stock option, retirement,
pension, or profit sharing plans for the benefit of our sole officer and
director.
We have no plans to pay any salaries to
anyone until mineralized material is discovered and we begin selling the
same.
As of December 31, 2009, we have not
paid any compensation to our sole director.
Long-Term Incentive Plan
Awards
We do not have any long-term incentive
plans that provide compensation intended to serve as incentive for
performance.
Compensation
of Directors
Our sole director does not receive any
compensation for serving as a member of the board of directors.
Indemnification
Under our Bylaws, we may indemnify an
officer or director who is made a party to any proceeding, including a lawsuit,
because of his position, if he acted in good faith and in a manner he reasonably
believed to be in our best interest. We may advance expenses incurred in
defending a proceeding. To the extent that the officer or director is successful
on the merits in a proceeding as to which he is to be indemnified, we must
indemnify him against all expenses incurred, including attorney’s fees. With
respect to a derivative action, indemnity may be made only for expenses actually
and reasonably incurred in defending the proceeding, and if the officer or
director is judged liable, only by a court order. The indemnification is
intended to be to the fullest extent permitted by the laws of the State of
Nevada.
Regarding indemnification for
liabilities arising under the Securities Act of 1933, which may be permitted to
directors or officers under Nevada law, we are informed that, in the opinion of
the Securities and Exchange Commission, indemnification is against public
policy, as expressed in the Act and is, therefore, unenforceable.
PRINCIPAL
SHAREHOLDERS
The following table sets forth, as of
the date of this prospectus, the total number of shares owned beneficially by
our sole director, officer and key employee, individually and as a group, and
the present owners of 5% or more of our total outstanding shares. The table also
reflects what their ownership will be assuming completion of the sale of all
shares in this offering. The stockholders listed below have direct ownership of
their shares.
-37-
Percentage
of
|
|||
Number
of Shares
|
Ownership
|
||
Number
of
|
After
Offering
|
After
the Offering
|
|
Name
and Address
|
Shares
Before
|
Assuming
all of the
|
Assuming
all of the
|
Beneficial
Ownership [1]
|
The
Offering
|
Shares
are Sold
|
Shares
are Sold
|
Yuan
Kun Deng
|
10,000,000
|
10,000,000
|
83.33%
|
12F
World Trade Centre
|
|||
No.
25 Tongxing Street
|
|||
Zhongshan
District, Dalian
Peoples
Republic of China 116001
|
|||
All
Officers and Directors
|
10,000,000
|
10,000,000
|
83.33%
|
as
a Group (1 person)
|
[1]
|
The
person named above is a “promoter” as defined in the Securities Exchange
Act of 1934. Mr. Deng is our only
promoter.
|
Future Sales by Existing
Stockholders
10,000,000 shares of common stock were
issued to Yuan Kun Deng, our sole officer and director on October 24, 2009. The
10,000,000 shares are restricted securities, as defined in Rule 144 of the Rules
and Regulations of the SEC promulgated under the Securities Act. Rule 144 permits unlimited public
resales by non-affiliates of his shares six months after their acquisition ,
provided that current public information is available. After
six months, affiliates may resell their shares in accordance with all of the
Rule 144 requirements including: current public information; volume limitations
(not more than 1% of the total outstanding shares every three months); sales
must be made in broker’s transactions or with a market maker; and, filing a Form
144 .
Shares purchased in this offering,
which will be immediately resalable, and sales of all of our other shares after
applicable restrictions expire, could have a depressive effect on the market
price, if any, of our common stock and the shares we are offering.
A total of 10,000,000 shares of our
stock are currently owned by our sole officer and director. He will
likely sell a portion of his stock, if it is beneficial for him to do so . If he
does sell his stock into the market, the sales may cause the market price of the
stock to drop.
DESCRIPTION OF
SECURITIES
Common Stock
Our authorized capital stock consists
of 75,000,000 shares of common stock, par value $0.0001 per share. The holders
of our common stock:
-38-
*
|
have
equal ratable rights to dividends from funds legally available if and when
declared by our board of directors;
|
*
|
are
entitled to share ratably in all of our assets available for distribution
to holders of common stock upon liquidation, dissolution or winding up of
our affairs;
|
*
|
do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
and
|
*
|
are
entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.
|
Non-cumulative
Voting
Holders of shares of our common stock
do not have cumulative voting rights, which means that the holders of more than
50% of the outstanding shares, voting for the election of directors, can elect
all of the directors to be elected, if they so choose, and, in that event, the
holders of the remaining shares will not be able to elect any of our directors.
After this offering is completed, our present stockholders will own
approximately 83.33% of our outstanding shares.
Cash
Dividends
As of the date of this prospectus, we
have not paid any cash dividends to stockholders. The declaration of any future
cash dividend will be at the discretion of our board of directors and will
depend upon our earnings, if any, our capital requirements and financial
position, our general economic conditions, and other pertinent conditions. It is
our present intention not to pay any cash dividends in the foreseeable future,
but rather to reinvest earnings, if any, in our business
operations.
Anti-Takeover
Provisions
There are no Nevada anti-takeover
provisions that may have the affect of delaying or preventing a change in
control. 78.378 through 78.3793 of the Nevada Revised Statutes relates to
control share acquisitions that may delay to make more difficult acquisitions or
changes in our control, however, they only apply when we have 200 or more
stockholders of record, at least 100 of whom have addresses in the state of
Nevada appearing on our stock ledger and we do business in this state directly
or through an affiliated corporation. Neither of the foregoing events seems
likely will occur. Currently, we have no Nevada shareholders and since this
offering will not be made in the state of Nevada, no shares will be sold to
Nevada residents. Further, we conduct business in Nevada directly or through an
affiliate corporation and we do not intend to do business in the state of Nevada
in the future. Accordingly, there are no anti-takeover provisions that have the
affect of delaying or preventing a change in our control.
Reports
After we complete this offering, we
will not be required to furnish you with an annual report. Further, we will not
voluntarily send you an annual report. We will be required to file reports with
the SEC under section 15(d) of the Securities Act. The reports will be filed
electronically. The reports we will be required to file are Forms 10-K, 10-Q,
and 8-K. You may read copies of any materials we file with the SEC at the SECs
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain
copies of the reports we file electronically. The address for the Internet site
is www.sec.gov.
-39-
Stock
Transfer Agent
Our stock transfer agent for our
securities will be Island Stock Transfer, 100 Second Avenue S., Suite 104N, St.
Petersburg, Florida 33701. Their telephone number is (727)
289-0010.
CERTAIN
TRANSACTIONS
In October 2009, we issued 10,000,000
shares of restricted common stock to Yuan Kun Deng, our president, in
consideration of $10,000.
Mr. Deng also caused the claim,
comprised of one mining claim, to be staked by a registered agent in
consideration of $2,267.
Yuan Kun Deng, our president, has
advanced $2,267 for our operations since inception. The advances are
not evidenced by any written documentation. Mr. Deng has agreed to
accept repayment when we have sufficient funds to do so. The advances
by Mr. Deng are interest free.
We use approximately 10 square feet of
office space at Mr. Deng’s office for our office on a rent free
basis.
Mr. Deng is our only
promoter. He has not received and will not receive anything of value
from us, directly or indirectly in his capacity as a promoter.
LITIGATION
We are not a party to any pending
litigation and none is contemplated or threatened.
EXPERTS
Our audited financial statements for
the period from inception to October 31, 2009, included in this prospectus have
been audited by Michael T. Studer CPA P.C., Independent Public Accountant, 18
East Sunrise Highway, Suite 311, Freeport, New York 11520 as set forth in its
report included in this prospectus. Its report is given upon its authority as
experts in accounting and auditing.
LEGAL MATTERS
The Law Office of Conrad C. Lysiak,
P.S., 601 West First Avenue, Suite 903, Spokane, Washington 99201, telephone
(509) 624-1475 has passed on the legality of the shares of common stock being
sold in this offering.
-40-
FINANCIAL
STATEMENTS
Our fiscal year end is October 31. We
will provide audited financial statements to our stockholders on an annual
basis; the statements will be audited by Michael T. Studer CPA P.C., Independent
Public Accountant, 18 East Sunrise Highway, Suite 311, Freeport, New York
11520.
Our audited financial statements from
inception to October 31, 2009, immediately follow:
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
|
FINANCIAL
STATEMENTS
|
||
Balance
Sheets
|
F-2
|
|
Statements
of Operations
|
F-3
|
|
Statements
of Stockholder’s Equity
|
F-4
|
|
Statements
of Cash Flows
|
F-5
|
|
NOTES
TO FINANCIAL STATEMENTS
|
F-6
|
-41-
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of
Gold
Dragon Enterprises Inc.
I have
audited the accompanying balance sheets of Gold Dragon Enterprises Inc. (the “Company”), an
exploration stage company, as of October 31, 2009 and 2008, and the related
statements of operations, changes in stockholder’s equity, and cash flows for
the year ended October 31, 2009, for the period June 12, 2008 (inception) to
October 31, 2008, and for the period June 12, 2008 (inception) to October 31,
2009. These financial statements are the responsibility of the Company’s
management. My responsibility is to express an opinion on these
financial statements based on my audit.
I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe
that my audit provides a reasonable basis for my opinion.
In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Gold Dragon Enterprises Inc., an
exploration stage company, as of October 31, 2009 and
2008 and the results of its operations and cash flows for the year ended October
31, 2009, for the period June 12, 2008 (inception) to October 31, 2008, and for
the period June 12, 2008 (inception) to October 31, 2009 in conformity with
accounting principles generally accepted in the United States.
The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company’s present financial situation
raises substantial doubt about its ability to continue as a going
concern. Management’s plans in regard to this matter are also
described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/
Michael T.Studer CPA P.C.
Michael T. Studer CPA
P.C.
Freeport,
New York
December
30, 2009
F-1
-42-
GOLD
DRAGON ENTERPRISES INC.
|
||||||
(An
Exploration Stage Company)
|
||||||
Balance
Sheets
|
||||||
(Expressed
in US Dollars)
|
||||||
October
31,
|
October
31,
|
|||||
2009
|
2008
|
|||||
ASSETS
|
||||||
Current
Assets
|
||||||
Cash
|
$
|
9,991
|
$
|
-
|
||
Total
Current Assets
|
9,991
|
-
|
||||
Mining
property acquisition costs, less reserve for
|
||||||
impairment
of $2,267
|
-
|
-
|
||||
Total
Assets
|
$
|
9,991
|
$
|
-
|
||
LIABILITIES
AND STOCKHOLDER’S EQUITY
|
||||||
Current
Liabilities
|
||||||
Account
payable and accrued liabilities
|
$
|
9,125
|
$
|
-
|
||
Total
current liabilities
|
9,125
|
-
|
||||
Stockholder’s
Equity
|
||||||
Common
stock, $0.0001 par value;
|
||||||
authorized
75,000,000 shares,
|
||||||
issued
and outstanding 10,000,000 shares
|
1,000
|
-
|
||||
Additional
paid-in capital
|
9,000
|
-
|
||||
Deficit
accumulated during
|
||||||
the
exploration stage
|
(9,134)
|
-
|
||||
Total
stockholder’s equity
|
866
|
-
|
||||
Total
Liabilities and Stockholder’s Equity
|
$
|
9,991
|
$
|
-
|
See
notes to financial statements.
F-2
-43-
GOLD
DRAGON ENTERPRISES INC.
|
|||||||
(An
Exploration Stage Company)
|
|||||||
Statements
of Operations
|
|||||||
(Expressed
in US Dollars)
|
|||||||
Period
|
Period
|
||||||
June
12, 2008
|
June
12, 2008
|
||||||
Year
Ended
|
(Inception)
to
|
(Inception)
to
|
|||||
October
31,
|
October
31,
|
October
31,
|
|||||
2009
|
2008
|
2009
|
|||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Cost
and expenses
|
|||||||
Impairment
of mining property acquisition costs
|
2,267
|
-
|
2,267
|
||||
General
and administrative expenses
|
6,867
|
-
|
6,867
|
||||
Total
Costs and Expenses
|
9,134
|
-
|
9,134
|
||||
Net
Loss
|
$
|
(9,134)
|
$
|
-
|
$
|
(9,134)
|
|
Net
Loss per share
|
|||||||
Basic
and diluted
|
$
|
(0.00)
|
$
|
-
|
|||
Number
of common shares used to compute loss per share
|
|||||||
Basic
and Diluted
|
10,000,000
|
-
|
See
notes to financial statements.
F-3
-44-
GOLD
DRAGON ENTERPRISES INC.
|
||||||||||
(An
Exploration Stage Company)
|
||||||||||
Statements
of Stockholder’s Equity
|
||||||||||
For
the period June 12, 2008 (Inception) to October 31,
2009
|
||||||||||
(Expressed
in US Dollars)
|
||||||||||
Deficit
|
||||||||||
Common
Stock,
|
Additional
|
Accumulated
|
Total
|
|||||||
$0.0001
Par Value
|
Paid-in
|
During
the
|
Stockholder’s
|
|||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||
Balance,
October 31, 2009
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Common
stock issued for cash
|
||||||||||
on
October 24, 2009 at $0.001 per share
|
10,000,000
|
1,000
|
9,000
|
-
|
10,000
|
|||||
Net
loss for the year ended
|
||||||||||
October
31, 2009
|
-
|
-
|
-
|
(9,134)
|
(9,134)
|
|||||
Balance,
October 31, 2009
|
10,000,000
|
$
|
1,000
|
$
|
9,000
|
$
|
(9,134)
|
$
|
866
|
See
notes to financial statements.
F-4
-45-
GOLD
DRAGON ENTERPRISES INC.
|
||||||||||
(An
Exploration Stage Company)
|
||||||||||
Statements
of Cash Flows
|
||||||||||
(Expressed
in US Dollars)
|
||||||||||
Period
|
Period
|
|||||||||
June
12, 2008
|
June
12, 2008
|
|||||||||
Year
Ended
|
(Inception)
to
|
(Inception)
to
|
||||||||
October
31,
|
October
31,
|
October
31,
|
||||||||
2009
|
2008
|
2009
|
||||||||
Cash
Flows from Operating Activities
|
||||||||||
Net
loss
|
$
|
(9,134)
|
$
|
-
|
$
|
(9,134)
|
||||
Adjustments
to reconcile net loss to net cash
|
||||||||||
provided
by (used for) operating activities:
|
||||||||||
Impairment
of mining property acquisition costs
|
2,267
|
-
|
2,267
|
|||||||
Changes
in operating assets and liabilities
|
-
|
-
|
-
|
|||||||
Accounts
payable and accrued liabilities
|
9,125
|
-
|
9,125
|
|||||||
Net
cash provided by (used for) operating activities
|
2,258
|
-
|
2,258
|
|||||||
Cash
Flows from Investing Activities
|
||||||||||
Mineral
property acquisition
|
(2,267)
|
(2,267)
|
||||||||
Net
cash provided by (used for) investing activities
|
(2,267)
|
-
|
(2,267)
|
|||||||
Cash
Flows from Financing Activities
|
||||||||||
Proceeds
from sale of common stock
|
10,000
|
-
|
10,000
|
|||||||
Net
cash provided by (used for) financing activities
|
10,000
|
-
|
10,000
|
|||||||
Increase
(decrease) in cash
|
9,991
|
-
|
9,991
|
|||||||
Cash,
beginning of period
|
-
|
-
|
-
|
|||||||
Cash,
end of period
|
$
|
9,991
|
$
|
-
|
$
|
9,991
|
||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||||||
Interest
paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Income
taxes paid
|
$
|
-
|
$
|
-
|
$
|
-
|
See
notes to financial statements.
F-5
-46-
GOLD
DRAGON ENTERPRISES INC.
(An
Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
October
31, 2009
(Expressed
in US Dollars)
1. Organization and Business
Operations
|
Gold
Dragon Enterprises Inc. (the “Company”) was incorporated in the State of
Nevada on June 12, 2008. The Company is an Exploration Stage Company as
defined by Accounting Standards Codifications (“ASC”) Topic 915. The
Company has acquired a mineral property located in the State of Nevada,
United States of America, and has not yet determined whether this property
contains reserves that are economically
recoverable.
|
|
The
Company plans to file a Registration Statement on Form S-1 with the
Securities and Exchange Commission (the “SEC”) to sell up to 2,000,000
shares of common stock at $0.05 per share to raise cash proceeds of up to
$100,000 on a “best efforts, all or none” basis as to the first 1,000,000
shares.
|
2. Summary of Significant
Accounting Policies
Basis of
Presentation
|
These
financial statements have been prepared on a “going concern” basis, which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, as of October 31, 2009, the
Company had cash of $9,991 and stockholders’ equity of $866. Further, the
Company had a net loss from June 12, 2008 (inception) to October 31, 2009
of $9,134. These factors create substantial doubt as to the Company’s
ability to continue as a going concern. The Company plans to improve its
financial condition by obtaining new financing. However, there is no
assurance that the Company will be successful in accomplishing this
objective. The financial statements do not include any adjustments that
might be necessary should the Company be unable to continue as a going
concern.
|
Mining Property
Costs
|
The
Company is in the exploration stage since its incorporation and inception
on June 12, 2008 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition and exploration of
mining properties. Mining property acquisition costs are capitalized and
are charged to operations if the value is impaired. Exploration costs are
expensed until proven and probable reserves are established. When it has
been determined that a mining property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property are capitalized. Such costs will be amortized using
the units-of-production method over the estimated life of the probable
reserves.
|
F-6
-47-
GOLD
DRAGON ENTERPRISES INC.
(An
Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
October
31, 2009
(Expressed
in US Dollars)
2. Summary of Significant
Accounting Policies, continued
Use of Estimates and
Assumptions
|
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
|
Foreign Currency
Translation
|
The
Company’s functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are
translated in accordance with ASC No. 830, “Foreign Currency
Matters”, using the exchange rate prevailing at the balance sheet
date. Gains and losses arising on settlement of foreign currency
denominated transactions or balances are included in the determination of
income. Foreign currency transactions are primarily undertaken in Canadian
dollars. The Company has not, to the date of these financials statements,
entered into derivative instruments to offset the impact of foreign
currency fluctuations.
|
Financial
Instruments
|
The
carrying values of the Company’s financial instruments, consisting of cash
and accounts payable and accrued liabilities, approximate their fair
values because of the short maturity of these instruments. The Company’s
operations are in Canada and some of its assets and liabilities give rise
to exposure to market risks from changes in foreign currency rates. The
Company’s financial risk is the risk that arises from fluctuations in
foreign exchange rates and the degree of volatility of these rates.
Currently, the Company does not use derivative instruments to reduce its
exposure to foreign currency risk.
|
Environmental
Costs
|
Environmental
expenditures that relate to current operations are charged to operations
or capitalized as appropriate. Expenditures that relate to an existing
condition caused by past operations, and which do not contribute to
current or future revenue generation, are charged to operations.
Liabilities are recorded when environmental assessments and/or remedial
efforts are probable, and the cost can be reasonably estimated. Generally,
the timing of these accruals coincides with the earlier of completion of a
feasibility study or the Company’s commitments to a plan of action based
on the then known facts.
|
F-7
-48-
GOLD
DRAGON ENTERPRISES INC.
(An
Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
October
31, 2009
(Expressed
in US Dollars)
2. Summary of Significant
Accounting Policies, continued
Income
Taxes
|
Income
taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates in effect for
the year in which those temporary differences are expected to be recovered
or settled.
|
Basic and Diluted Net Loss
Per Share
|
The
Company computes net income (loss) per share in accordance with ASC No.
260, "Earnings per Share". ASC No. 260 requires presentation of both basic
and diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net income (loss) available to common
shareholders (numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted EPS gives effect to
all potentially dilutive common shares outstanding during the period.
Diluted EPS excludes all potentially dilutive shares if their effect is
anti-dilutive.
|
Stock-based
Compensation
|
Stock-based
compensation is accounted for at fair value in accordance with ASC 718,
“Compensation - Stock
Compensation”. To date, the Company has not adopted a stock option
plan and has not granted any stock
options.
|
Cash and Cash
Equivalents
|
The
Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash
equivalents.
|
3. Mineral
Property
|
In
September 5, 2009, we acquired the right to conduct exploration activities
on the Golden Knight Lode Mining Claim, located in Sunset Mining District,
Clark County, Nevada, U.S.A., at a cost of $2,267. The Claim Number is
NMC#101767, which expires September 1,
2010.
|
|
On
October 31, 2009, the Company recorded a $2,267 provision for impairment
of mining property acquisition
costs.
|
F-8
-49-
GOLD
DRAGON ENTERPRISES INC.
(An
Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
October
31, 2009
(Expressed
in US Dollars)
4. Common
Stock
|
On
October 24, 2009, the Company issued 10,000,000 shares of common stock to
its chief executive officer for total cash proceeds of
$10,000.
|
At October 31, 2009, there are no
outstanding stock options or warrants.
5. Income
Taxes
|
Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. At October 31, 2009, the Company has
a net operating loss carryforward of $9,134, which expires in
2029. Pursuant to ASC 740, “Income Taxes”, the Company is
required to compute tax asset benefits for net operating losses carried
forward. Potential benefit of net operating losses have not been
recognized in these financial statements because the Company cannot be
assured it is more likely than not it will utilize the net operating
losses carried forward in future years. At October 31, 2009, the valuation
allowance established against the deferred tax assets was
$3,197.
|
6. Subsequent
Event
|
On
November 16, 2009, the Company executed an agreement with a law firm to
prepare and file a Registration Statement on Form S-1 in connection with
its planned public offering (see Note 1). Among other things, the
agreement provides for the payment of $25,000 legal fees to this law firm,
$15,000 due upon execution of the agreement (paid December 10, 2009) and
$10,000 due when the Registration Statement is declared effective by the
SEC.
|
|
The
Company has evaluated subsequent events through the filing date of the
Form S-1 and has determined that there were no additional subsequent
events to recognize or disclose in these financial
statements.
|
F-9
-50-
Until ________________, 2010, ninety
days after the date of this prospectus, all dealers effecting transactions in
our registered securities, whether or not participating in this distribution,
may be required to deliver a prospectus. This is in addition to the obligation
of dealers to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
-51-
PART
II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
13. OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering
(assuming all shares are sold), all of which are to be paid by the registrant,
are as follows:
SEC
Registration Fee
|
$
|
5.58
|
Printing
Expenses
|
200.00
|
|
Accounting
Fees and Expenses
|
14,094.42
|
|
Legal
Fees and Expenses
|
25,000.00
|
|
Blue
Sky Fees/Expenses
|
500.00
|
|
Transfer
Agent Fees
|
200.00
|
|
TOTAL
|
$
|
40,000.00
|
ITEM
14. INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
The only statute, charter provision,
bylaw, contract, or other arrangement under which any controlling person,
director or officer of the registrant is insured or indemnified in any manner
against any liability which he may incur in his capacity as such, is as
follows:
1. Section
4 of our Articles of Incorporation filed as Exhibit 3.1 to this registration
statement.
2. Article
IX of our Bylaws filed as Exhibit 3.2 to this registration
statement.
3. Nevada
Revised Statutes, Chapter 78.
The general effect of the foregoing is
to indemnify a control person, officer or director from liability, thereby
making the company responsible for any expenses or damages incurred by such
control person, officer or director in any action brought against them based on
their conduct in such capacity, provided they did not engage in fraud or
criminal activity.
Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the “Act”) may be
permitted to directors, officers, and controlling persons against liability
under the Act, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
ITEM
15. RECENT
SALES OF UNREGISTERED SECURITIES.
During the past three years, the
registrant has sold the following securities which were not registered under the
Securities Act of 1933, as amended.
Name
and Address
|
Date
|
Shares
|
Consideration
|
Yuan
Kun Deng
|
October
24, 2009
|
10,000,000
|
Cash
of $10,000
|
12F
World Trade Centre
|
|||
No.
25 Tongxing Street
|
|||
Zhongshan
District, Dalian
|
|||
Peoples
Republic of China 116001
|
-52-
We issued the foregoing restricted
shares of common stock to Mr. Deng pursuant to Regulation S of the Securities
Act of 1933. The sale of the shares to Mr. Deng took place outside the United
States of America and Mr. Deng is a non-US person as defined in Regulation S.
Further, no commissions were paid to anyone in connection with the sale of the
shares and general solicitation was not made to anyone.
ITEM
16. EXHIBITS.
The following Exhibits are filed as
part of this Registration Statement, pursuant to Item 601 of Regulation
S-K.
Exhibit
Number
|
Document
Description
|
3.1
|
Articles
of Incorporation.
|
3.2
|
Bylaws.
|
4.1
|
Specimen
Stock Certificate.
|
5.1
|
Opinion
of The Law Office of Conrad C. Lysiak, P.S., regarding the legality of the
securities being registered.
|
10.1
|
Golden Knight Lode Mining Claim .
|
10.2
|
Summary of Agreement with
Yuan Kun Deng .
|
23.1
|
Consent
of Michael Studer CPA P.C., Independent Registered Public Accounting
Firm.
|
23.2
|
Consent
of The Law Office of Conrad C. Lysiak, P.S.
|
99.1
|
Subscription
Agreement.
|
ITEM
17. UNDERTAKINGS.
A. The
undersigned Registrant hereby undertakes:
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement
to:
|
|
(a)
|
include
any prospectus required by Section 10(a)(3) of the Securities
Act;
|
|
(b)
|
reflect
in the prospectus any facts or events arising after the effective date of
this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) under
the Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
|
|
(c)
|
include
any additional or changed material information with respect to the plan of
distribution.
|
-53-
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
|
(4)
|
To
provide to the underwriters at the closing specified in the underwriting
agreement certificates in such denominations and registered in such names
as required by the underwriter to permit prompt delivery to each
purchaser.
|
|
(5)
|
For
purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared
effective.
|
|
(6)
|
For
the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering
thereof.
|
|
(7)
|
For
the purpose of determining liability under the Securities Act to any
purchaser:
|
|
Each
prospectus filed pursuant to Rule 424(b) under the Securities Act as part
of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A (§§230.430A of this chapter), shall be
deemed to be part of and included in the registration statement as of the
date it is first used after effectiveness. Provided however, that
no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document
immediately prior to such date of first
use.
|
|
(8)
|
For
the purpose of determining liability of the registrant under the
Securities Act to any purchaser in the initial distribution of
securities:
|
The
undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
|
-54-
|
(a)
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424 of this
chapter;
|
|
(b)
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
|
(c)
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
|
|
(d)
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
B.
|
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling person of
the small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the small business issuer
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
|
C.
|
To
provide to the underwriter at the closing specified in the Underwriting
Agreement certificates in such denominations and registered in such names
as required by the underwriter to permit prompt delivery to each
purchaser.
|
D.
|
The
undersigned Registrant hereby undertakes
that:
|
|
(1)
|
For
purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared
effective.
|
|
(2)
|
For
the purpose of determining any liability under the Securities Act of 1933,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering
thereof.
|
-55-
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing of this amended Form
S-1 Registration Statement and has duly caused to this amended Form S-1
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Dalian, China, on this 25th of
February, 2010.
GOLD
DRAGON ENTERPRISES INC.
|
||
BY:
|
YUAN KUN
DENG
|
|
Yuan
Kun Deng
|
||
President,
President, Principal Executive Officer, Principal Accounting Officer,
Principal Financial Officer, Secretary/Treasurer and sole member of the
Board of Directors
|
Pursuant to the requirements of the
Securities Act of 1933, this amended Form S-1 Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated:
Signature
|
Title
|
Date
|
YUAN KUN
DENG
|
President,
Principal Executive Officer,
|
February
25, 2010
|
Yuan
Kun Deng
|
Principal
Accounting Officer, Principal Financial Officer, Secretary, Treasurer and
sole member of the Board of Directors
|
-56-
EXHIBIT
INDEX
Exhibit
Number
|
Document
Description
|
3.1
|
Articles
of Incorporation.
|
3.2
|
Bylaws.
|
4.1
|
Specimen
Stock Certificate.
|
5.1
|
Opinion
of The Law Office of Conrad C. Lysiak, P.S., regarding the legality of the
securities being registered.
|
10.1
|
Golden Knight Lode Mining Claim .
|
10.2
|
Summary of Agreement with
Yuan Kun Deng .
|
23.1
|
Consent
of Michael Studer CPA P.C., Independent Registered Public Accounting
Firm.
|
23.2
|
Consent
of The Law Office of Conrad C. Lysiak, P.S.
|
99.1
|
Subscription
Agreement.
|
-57-