UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 18, 2014
GOLDEN DRAGON HOLDING CO.
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(Exact name of registrant as specified in its charter)
Delaware 000-27055 27-4635140
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(State or other jurisdiction (Commission File (IRS Employer)
of incorporation Number) Identification Number)
7609 RALSTON ROAD, ARVADA, CO 80002
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(Address of Principal Executive Offices) (Zip Code)
(720) 939-1133
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Registrant's telephone number, including area code
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(Not Applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ } Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
Since previously reported on June 4, 2014, the Company, through a private
offering of its restricted common stock, has completed $3,000,000 in
subscription agreements for 6,000,000 shares of common stock at $0.50 per share.
The shares were issued pursuant to Rule 506 of Regulation D of the 1933 Act, as
amended.
EXEMPTION FROM REGISTRATION CLAIMED
Sales and issuances by us of the unregistered securities listed above were made
by us in reliance upon Rule 506 of Regulation Das a Private Placement. All
purchasers were provided access to all material information, which they
requested, and all information necessary to verify such information and were
afforded access to our management in connection with the purchase. All
purchasers of the unregistered securities acquired such securities for
investment and not with a view toward distribution, acknowledging such intent to
us. All certificates representing such securities that are issued shall contain
restrictive legends, prohibiting further transfer of the certificates
representing such securities, without such securities either being first
registered or otherwise exempt from registration in any further resale or
disposition. All purchasers made written representation of investment intent and
purchasers was capable of evaluating the merits and risks of the prospective
investment, and the Company reasonably believed (based on written
representations) immediately prior to making any sale that the purchasers came
within the description of a sophisticated investor.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 APPOINTMENT OF OFFICERS
The company has appointed James P. Sykes as Vice President, Human Resources.
Most recently Mr. Sykes was Group Director/Business Partner Human Resources with
Cardinal Health, Inc. from 2002 to 2014. His 12-year career with Cardinal
afforded him experience in several of its core business units, including;
Pharmaceutical Distribution, Nuclear Products, Specialty Lab Product, Presource,
Surgical and Medical Products divisions and 17 Cardinal Health sales teams
nationally. Prior to Cardinal Health he held senior level management roles in
diverse companies including Fluor Daniel, Bisys and QVC. At QVC Mr. Sykes was
responsible for the startup of the IT, engineering, telecommunications and
broadcasting departments.
James Sykes is a graduate of LaSalle University Business School (1983).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
GOLDEN DRAGON HOLDING CO.
By: /s/ Gary Herick
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Name: Gary Herick
Title: Chief Financial Officer
Date: September 18, 2014
