UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 22, 2014
Delaware 000-27055 24-4635140
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation Identification No.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Articles of Amendment were filed with the Secretary of State of Delaware on October 23, 2014 with an effective date of October 23, 2014. Copies of the Articles of Amendment are attached as an exhibit. The Certificate only changed the name of the Registrant to CannaPharmaRx, Inc.
Item 5.07 Submission of Matter to a Vote of Security Holders
Pursuant to a Definitive 14a Proxy Statement filed with the Securities and Exchange Commission on October 9, 2014, the directors approved and the shareholders voted to approve a name change from Golden Dragon Holding Co. to CannaPharmaRx, Inc.
A Certificate of Amendment was filed with the Secretary of State of Delaware on October 23, 2014 with an effective date of October 23, 2014.
On October 9, 2014, the Company notified FINRA of its intent to change the Company's name to CannaPharmaRx, Inc. The Company is in the process of providing information to FINRA. The name and symbol change will be effective for trading upon FINRA approval.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
Exhibit # Description
3.1 Articles of Amendment filed October 23, 2014
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.
CANNAPHARMRARX, INC.
Formerly Golden Dragon Holding Co.
By: /s/ Gerry Crocker
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Chief Executive Officer
Date: October 23, 2014
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EXHIBIT 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware dopes hereby certify:
FIRST: That a meeting of the Board of Directors of Golden Dragon Holding Co. Resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED: that the Certificate of Incorporation of this corporation be amended by changing the Article thereof number "First" so that, as amended, said Article shall be and read as follows:
FIRST: The name of the Corporation is CannaPharmaRx, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 22nd day of October, 2014.
By: /s/ Gerry Crocker
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CEO
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