GREEN DRAGON WOOD PRODUCTS, INC. (OTCMKTS:GDWP) Files An 8-K Completion of Acquisition or Disposition of Assets

GREEN DRAGON WOOD PRODUCTS, INC. (OTCMKTS:GDWP) Files An 8-K Completion of Acquisition or Disposition of Assets

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Item 2.01.

Completion of Acquisition or Disposition of
Assets.

As previously disclosed on a Form 8-K filed by Green Dragon Wood
Products, Inc., a Florida corporation (the Company) on
February 3, 2017, the Company entered into an Agreement and Plan
of Merger (the Merger Agreement) with Zeecol Limited, a
New Zealand corporation (Zeecol), the shareholders of
Zeecol and Zeecol Acquisition Limited, a New Zealand corporation
and a wholly-owned subsidiary of the Company (the Merger
Sub
), providing for the merger of Merger Sub with and into
Zeecol (the Merger), with Zeecol surviving the Merger as a
wholly-owned subsidiary of the Company. The Merger was
consummated on February 8, 2017.

In consideration for the Merger, the Zeecol Shareholders
exchanged all of the issued and outstanding shares of Zeecol to
the Company, and the Company issued 116,561,667 shares of Company
common stock, par value $0.001 (Common Stock) to the
Zeecol Shareholders.

As a condition to closing the Merger, Kwok Leung Lee (Mr.
Lee
), the majority shareholder and Chief Executive Officer of
the Company agreed to return 20,120,000 of his shares of Common
Stock, representing all of his Common Stock holdings, to the
Company.

The Company will undertake the steps necessary to change its name
to Zeecol International, Inc.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off Balance sheet Arrangement of a
Registrant

The Company entered into a convertible promissory note (the
Note) with Mr. Lee in the principal sum of $300,000 (the
Principal Amount). The Note bears no interest and has a
term of six (6) months (the Termination Date). Prior to
the Termination Date, the Principal Amount is convertible into a
number of shares of common stock of the Company equal to three
percent (3%) of the number of shares of common stock of the
Company issued and outstanding on the date of such conversion.
The foregoing description of the Note is not complete and is
qualified in its entirety by reference to the Note, which is
filed asExhibit 10.1hereto and is incorporated herein by
reference.

Item 5.01. Changes in Control of Registrant.

The disclosure set forth in Item 2.01 above is incorporated into
this Item5.01 by reference. Upon the closing of the Merger, the
Zeecol Shareholders now own approximately 97% of the issued and
outstanding Common Stock. Prior to the Merger, Mr. Lee was the
Companys controlling shareholder.

to the Merger Agreement, as soon as practicable after the closing
of the Merger, the Company will cause its current officers and
directors to resign and to be replaced by the designees of
Zeecol.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal Year.

As a condition to closing the Merger, the Company filed Articles
of Amendment to its Articles of Incorporation, as amended (the
Articles of Amendment) with the State of Florida. The
Articles of Amendment modified the rights of the holders of
Series A Preferred Stock of the Company, the only holder of such
shares being Mr. Lee (the Holder). Each share of Series A
Preferred Stock shall exist until the date that is six (6) months
from the date of filing the Articles of Amendment (the
Expiration Date), unless extended in certain circumstances
as set forth therein. On or prior to the Expiration Date, the
Company has the option to cause the Holder to redeem all of the
2,000,000 shares of Series A Preferred Stock held by the Holder
to the Company in exchange for the business (including all of the
assets and the liabilities) of the Company that existed just
prior to February 2, 2017, (the Existing Green Dragon
Business
) (the Mandatory Redemption). Additionally, on
or prior to the Expiration Date, the Holder may redeem his shares
of Series A Preferred Stock by redeeming all of his shares of
Series A Preferred Stock to the Company in exchange for the
Existing Green Dragon Business (the Holder Optional
Redemption
), or prior to the Expiration Date, the Holder has
the option to convert all of the shares of Series A Preferred
Stock he owns into a number of shares of Common Stock to be
mutually agreed upon by and between the Holder and the
Corporation at the time of conversion; provided, however, that
the Holder shall be entitled to receive at least a minimum of
$500,000 worth of shares of Common Stock, based on the fair
market value of such Common Stock on the date of conversion.

The foregoing description of the Articles of Amendment is not
complete and is qualified in its entirety by reference to the
Articles of Amendment, which are filed asExhibit 3.1hereto and
are incorporated herein by reference.


Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Articles of Amendment to Articles of Incorporation of Green
Dragon Wood Products, Inc.
10.1 Promissory Note, issued to Kwok Leung Lee, dated February 8,
2017



About GREEN DRAGON WOOD PRODUCTS, INC. (OTCMKTS:GDWP)

Green Dragon Wood Products, Inc. is engaged in the import/export of various species of wood logs, veneers and lumber from the United States, Africa, Europe and Southern China. The Company, through its subsidiaries is engaged in re-sale and trading of wood logs, wood lumber, wood veneer and other wood products in Hong Kong. The raw wood materials, it imports/exports are used in furniture, molding, flooring, furnishings, doors and musical instruments. The Company trades its products to importers or distributors. Its subsidiaries are Green Dragon Industrial Inc. and Green Dragon Wood Products Co., Limited.

GREEN DRAGON WOOD PRODUCTS, INC. (OTCMKTS:GDWP) Recent Trading Information

GREEN DRAGON WOOD PRODUCTS, INC. (OTCMKTS:GDWP) closed its last trading session 00.0000 at 0.0388 with 24,700 shares trading hands.

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