Amended Current Report Filing (8-k/a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________________________________

FORM 8-K/A

Amendment No. 1

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2015

GOLDLAND HOLDINGS CO.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

000-53505
(Commission File Number)

26-1266967

(IRS Employer Identification No.)

6394 Route 242 East
Ellicottville, New York
(principal executive offices)

14731
(Zip Code)

(716) 803-0621
(Registrant’s telephone number, including area code)

_____________________________________________________________________________________________

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

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

EXPLANATORY NOTE

On March 24, 2015, we filed with the Securities and Exchange Commission our Current Report on Form 8-K with respect to various events described therein. Due to the press of time, we omitted certain required information and the referenced exhibits. This Amendment No. 1 to our Current Report on Form 8-K is being filed to provide the required information and exhibits that were omitted from our Current Report on Form 8-K filed on March 24, 2015.

The filing of this Form 8-K/A, Amendment No. 1, is not an admission that our Form 8-K filed on March 24, 2015, when filed, knowingly included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading.

Except as described herein, no other changes have been made to our Current Report on Form 8-K filed on March 24, 2015. We have not updated the disclosures in this Form 8-K/A, Amendment No. 1, to speak as of a later date or to reflect events which occurred at a later date, except as noted.

In the interest of clarity, we have decided to file this Form 8-K/A, Amendment No. 1, in its entirety, due to the changes that we have made.

Item 3.03.

Material Modification to Rights of Security Holders.

See Item 5.01 and Item 8.01, below.

Item 5.01.

Changes in Control of Registrant.

See Item 8.01, below. Section 12 of the Certificate of Designation for the Series A Preferred Stock provides as follows:

“12.

Voting. On all matters submitted to a vote of the holders of the Common Stock, including, without limitation, the election of directors, a Holder of shares of the Series A Preferred Stock shall be entitled to the number of votes on such matters equal to the number of shares of the Series A Preferred Stock held by such Holder multiplied by 100. If no record date is established, the date to be used for the determination of the stockholders entitled to vote on such matters shall be the date on which notice of the meeting of stockholders at which the vote is to be taken is marked, or the date any written consent of stockholders is solicited if the vote is not to be taken at a meeting. The Holders of Series A Preferred Stock shall not vote as a separate class, but shall vote with the holders of the Common Stock.”

On March 24, 2015, the registrant issued 5,000,000 shares of the Series A Preferred Stock as described in Item 8.01, below. Inasmuch as each share of the Series A Preferred Stock has voting rights as above described, the holders of the Series A Preferred Stock of the registrant have the power to vote 500,000,000 shares of the common stock of the registrant, which number exceeds the outstanding shares of the common stock of the registrant on the date of this report. Consequently, there has been a change in control of the registrant as of the date of this report.

The registrant has authorized the issuance of 5,000,000 shares of its preferred stock; however, until March 24, 2015, there was no designation of the relative rights and preferences for such shares and no such shares had previously been issued. The Certificate of Designation for the Series A Preferred Stock authorized and filed with the Secretary of State of Delaware on March 24, 2015, provides for the issuance of 5,000,000 shares of the Series A Preferred Stock of the registrant. Some of the material items of the Certificate of Designation for the Series A Preferred Stock are as follows:

Dividends. Except as provided in the Certificate of Designation, the holders of outstanding shares of the Series A Preferred Stock shall be entitled to receive cash, stock, or other property, as dividends when, as, and if declared by the registrant. If shares of the Series A Preferred Stock or the common stock of the registrant are to be issued as a dividend, any such shares shall be issued at Market Value.

Redemption Rights. Subject to the applicable provisions of Delaware law, the registrant, at the option of its directors, may at any time or from time to time redeem the whole or any part of the outstanding Series A Preferred Stock. Any such redemption shall be pro rata with respect to all of the holders of the Series A Preferred Stock. Upon redemption, the registrant shall pay for each share redeemed the amount of $0.10 per share, payable in cash.

Liquidation Rights. Upon the dissolution, liquidation or winding up of the registrant, whether voluntary or involuntary, the holders of the then outstanding shares of Series A Preferred Stock shall be entitled to receive out of the assets of the registrant the sum of $0.10 per share before any payment or distribution shall be made on the common stock of the registrant, or any other class of capital stock of the registrant ranking junior to the Series A Preferred Stock.

Conversion of Series A Preferred Stock. Subject to the terms of the Certificate of Designation, at any time, the holder of shares of the Series A Preferred Stock shall have the right, at such holder’s option, to convert any number of shares of the Series A Preferred Stock into shares of the common stock of the registrant. Such right to convert shall commence as of the date the shares of such Series A Preferred Stock are issued to such holder.

Conversion Rate. Subject to adjustment as provided in the Certificate of Designation, each share of the Series A Preferred Stock shall be convertible into 10 fully paid and nonassessable shares of the common stock of the registrant (the “Conversion Rate”). Provided, however, notwithstanding anything in the Certificate of Designation contained to the contrary, no holder may convert shares of the Series A Preferred Stock into an amount of shares of the common stock of the registrant in excess of 10% of the number of shares of the common stock of the registrant traded on the Principal Market or any Eligible Market, as defined in the Certificate of Designation, on the date of any such conversion.

Conversion Price. The conversion price (the “Conversion Price”), subject to adjustment as provided in the Certificate of Designation, for each share of the Series A Preferred Stock shall be 85% of the 20-day trailing, lowest, Closing Bid Price of the common stock of the registrant during such 20-day period.

Limitations on Conversion Rights. Notwithstanding anything in the Certificate of Designation contained to the contrary, no holder of the Series A Preferred Stock shall have the right to convert such holder’s shares of the Series A Preferred Stock into shares of the common stock of the registrant until at least six months have elapsed from the date that such holder acquired its shares of the Series A Preferred Stock. Notwithstanding anything in the Certificate of Designation contained to the contrary, moreover, at anytime after six months have elapsed from the date that such holder acquired its shares of the Series A Preferred Stock, the board of directors of the registrant may require that such holder convert its shares of the Series A Preferred Stock into the common stock of the registrant, pursuant to the terms of the Certificate of Designation.

Adjustment of Conversion Rate and Conversion Price for Dilution and Other Events. In order to prevent dilution of the rights granted to the holders of shares of the Series A Preferred Stock, the Conversion Rate will be subject to adjustment from time to time as follows:

(a)

Adjustment of Conversion Rate and Conversion Price upon Subdivision or Combination of the common stock of the registrant. If the registrant at any time after the Issue Date subdivides (by any share split, share dividend, recapitalization or otherwise) its outstanding common stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the registrant at any time combines (by combination, reverse share split or otherwise) its outstanding common stock into a smaller number of shares and the Conversion Price in effect immediately prior to such combination will be proportionately increased. The Conversion Price shall be adjusted as if any such subdivision or combination had occurred the day before the 20-day trailing, lowest, Closing Bid Price of the common stock of the registrant during such 20-day period.

(b)

Share Fractions. As permitted by the Delaware General Corporation Law, the registrant may either pay the fair market value of share fractions in cash, issue scrip or warrants, or arrange for the disposition of share fractions.

Preferred Status. The rights of the shares of the common stock of the registrant shall be subject to the preferences and relative rights of the shares of the Series A Preferred Stock. Without the prior written consent of the holders of not less than two-thirds (2/3) of the outstanding shares of the Series A Preferred Stock, the registrant shall not hereafter authorize or issue additional or other capital stock that is of senior or equal rank to the shares of the Series A Preferred Stock in respect of the preferences as to voting or conversion, as described in the Certificate of Designation, or distributions and payments upon the liquidation, dissolution and winding up of the registrant described in Paragraph 3 above. The Company shall be permitted to issue preferred shares that are junior in rank to the shares of the Series A Preferred Stock in respect of the voting or conversion, as described in the Certificate of Designation, or the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the registrant.

Restriction on Dividends. If any shares of the Series A Preferred Stock are outstanding, the registrant shall not, without the prior written consent of the holders of not less than two-thirds (2/3) of the then outstanding shares of the Series A Preferred Stock, directly or indirectly declare, pay or make any dividends or other distributions upon any of the common stock of the registrant. Notwithstanding the foregoing, this paragraph shall not prohibit the registrant from declaring and paying a dividend in cash with respect to the shares of the common stock of the registrant so long as the registrant simultaneously pays each holder of shares of the Series A Preferred Stock an amount in cash equal to the amount such holder would have received had all of such holder’s shares of the Series A Preferred Stock been converted to shares of the common stock of the registrant on the business day prior to the record date for any such dividend.

Vote to Change the Terms of the Series A Preferred Stock. Without the prior written consent of the holders of not less than two-thirds (2/3) of the outstanding shares of the Series A Preferred Stock, the registrant shall not amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series A Preferred Stock.

Voting. On all matters submitted to a vote of the holders of the common stock of the registrant, including, without limitation, the election of directors, a holder of shares of the Series A Preferred Stock shall be entitled to the number of votes on such matters equal to the number of shares of the Series A Preferred Stock held by such holder multiplied by 100. If no record date is established, the date to be used for the determination of the stockholders entitled to vote on such matters shall be the date on which notice of the meeting of stockholders at which the vote is to be taken is marked, or the date any written consent of stockholders is solicited if the vote is not to be taken at a meeting. The holders of Series A Preferred Stock shall not vote as a separate class, but shall vote with the holders of the common stock of the registrant.

Limitation on Beneficial Ownership. Unless otherwise provided in the Certificate of Designation, the registrant shall not effect and shall have no obligation to effect any conversion of shares of Series A Preferred Stock, and no holder shall have the right to convert any shares of Series A Preferred Stock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (together with such Person’s affiliates) would have acquired, through conversion of shares of the Series A Preferred Stock or otherwise, beneficial ownership of a number of shares of the common stock of the registrant that exceeds 4.99% (“Maximum Percentage”) of the number of shares of the common stock of the registrant outstanding immediately after giving effect to such conversion.

As of March 24, 2015, with respect to the change of control, the persons who were issued shares of the Series A Preferred Stock, resulting in a change of control of the registrant owned shares of the common stock and preferred stock of the registrant, are as follows:


Name of Beneficial Owner (1)	Shares of Preferred Stock Beneficially Owned (2)	Shares of Common Stock Beneficially Owned (2)
	Number Percent	Number	Percent
John G. Prosser II (3)	1,000,000 20.00	8,000	0.0042
Paul Parliament (4)	1,000,000 20.00	3,493,238	1.84
Martin Wolfe (5)	1,000,000 20.00	0	0
Allan Breitkreuz (6)	1,000,000 20.00	21,249,610	11.21
Richard Kaiser (7)	250,000 5.00	3,183,319	1.58
Julios Kosta	500,000 10.00	21,396,693	11.28
Jack Frydman	250,000 5.00	6,808,046	3.56
Total	5,000,000 100.00	56,131,706	29.47

________

(1)

Unless otherwise indicated, the address for each of these stockholders is c/o Goldland Holdings Co., at 6394 Route 242 East, Ellicottville, New York 14731. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock or preferred stock which he beneficially owns.

(2)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of the date of this report, there were outstanding 189,640,341 shares of our common stock. As of the date of this report, we have 5,000,000 shares of the Series A Preferred Stock issued and outstanding. Each share of the Series A Preferred Stock has voting rights equal to 100 shares of our common stock. Further each share of the Series A Preferred Stock may be converted into 10 shares of our common stock. However, there are restrictions on the conversion rights of the Series A Preferred Stock as stated elsewhere in this report. Taken together the holders of the Series A Preferred Stock have voting rights equal to 500,000,000 shares of our common stock, which number exceeds of outstanding shares of common stock on the date of this report. As of the date of this report, none of the Series A Preferred Stock has been converted into shares of our common stock.

(3)

Mr. Prosser is the chairman of our board of directors.

(4)

Mr. Parliament is our president and chief executive officer and a director.

(5)

Mr. Wolfe is our chief financial officer and a director.

(6)

Mr. Breitkreuz is our chief operating officer and a director.

(7)

Mr. Kaiser is our secretary and corporate governance officer.

As a result of the preferred stock ownership by Messrs. Prosser, Parliament, Wolfe, Breitkreuz, Kaiser, Kosta, and Frydman, they will be able to control all matters requiring stockholder approval including the election of directors, merger or consolidation. This concentration of ownership may delay, deter or prevent acts which could reduce the market price of our common stock.

Other than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities:

The operation of which may at a subsequent date result in a change in control of the registrant; or

With respect to the election of directors or other matters.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 24, 2015, the board of directors of the registrant adopted resolutions as follows:

Pierre Quilliam was removed as chairman of the board, chief executive officer, and president of the registrant.

John G. Prosser II was elected as chairman of the board of the registrant.

Paul Parliament was elected as president and chief executive officer of the registrant.

Thomas C. Ridenour was removed as chief financial officer of the registrant.

Martin Wolfe was elected as chief financial officer of the registrant.

Allan Breitkreuz was elected as chief operating officer of the registrant.

Denise Quilliam was removed as secretary of the registrant.

Richard Kaiser was elected as secretary and corporate governance officer of the registrant.

Pascale Tutt, a/k/a, Pascale Quilliam Tutt, was removed as a vice president of the registrant.

10.

Christian Quilliam was removed as an officer of the registrant.

11.

Pierre Quilliam was removed as an officer and director of the registrant’s wholly-owned subsidiary, Universal Entertainment SAS, Inc.

12.

Paul Parliament was elected to serve as the president and a director, John G. Prosser II was elected to serve as a vice president and a director, Martin Wolfe was elected to serve as a vice president and a director, and Allan Breitkreuz was elected to serve as a vice president and a director of the registrant’s wholly-owned subsidiary, Universal Entertainment SAS, Inc.

As of the date of this report, the registrant has not entered into any compensatory plan, contract or arrangement (whether or not written), with any of the persons elected on March 24, 2015, as officers of the registrant.

As of the date of this report, there are no family relationships between any of the officers of the registrant elected on March 24, 2015.

As of the date of this report, other than Mr. Breitkreuz, none of the newly elected officers of the registrant had been an officer of the registrant. However, Messrs. Prosser (age 54), Parliament (age 49), Wolfe (age 66), and Breitkreuz (age 51) were previously and continue to serve as directors of the registrant. Mr. Prosser has been a director of the registrant since December 4, 2014. Mr. Parliament has been a director of the registrant since October 31, 2012. Mr. Wolfe has been a director of the registrant since June 2, 2014. Mr. Breitkreuz has been a director of the registrant since April 1, 2005.

The business experience of Messrs. Prosser, Parliament, Wolfe, and Breitkreuz is as follows:

John G. Prosser II is a large investor and shareholder in Silver Falcon Mining, Inc. ("SFMI"), a publicy traded company, as well as an officer and significant shareholder of a number of privately held medical service industry companies. He has over 30 year's experiences in business management and financial integrations.

Paul Parliament, has been a member of our board since October 31, 2012. For the last five years, Mr. Parliament has served as president of The Parliament Corporation and The Parliament Apartment Corporation, which is in the real estate business. Mr. Parliament has 28+ years as a successful real estate developer, and as President of “Marsadi Layne Properties, Inc.,” “The Parliament Corporation,” “P.D.P Developments, Inc.,” and “The Parliament Apartment Corporation,” Mr. Parliament has a knowledge of property acquisitions, corporate finance, planning, permitting, staffing, and management. He has been a director of Silver Falcon Mining, Inc. a publicly traded company, since October 17, 2012.

Martin Wolfe, BA, CA (Chartered Accountant) & CPA (Chartered Professional Accountant) who received his designation in 1980. Mr Wolfe has served on the board of the registrant since June 2, 2014 and is currently the chief financial officer. Mr. Wolfe has over 35 years of experience in both public practice and in industry. Currently, Mr Wolfe, in addition to operating as a sole practitioner, provides consulting services to the insolvency and restrucuring industry.

Allen Breitkreuz, has served as a member of our board since April 1, 2005, and as our vice president of finance and development since September 9, 2006. In addition to his services as our officer and director, Mr. Breitkreuz has been a director of Silver Falcon Mining, Inc.,a publicly traded company, since November 1, 2008. From 2002 to 2008, Mr. Breitkreuz was an officer and director of Warner International Networks and Extend a Pop, which provided dial up Internet access. Mr. Breitkreuz majored in commercial and business financial administration at Brock University in Ontario, Canada, but did not receive a degree.

Richard Kaiser, the registrant's corproate secretary, has served as Co-owner of YES INTERNATIONAL since July 1991, a full service investor relations and venture capital firm. He has a Bachelor of Arts degree in International Economics from Oakland University (f.k.a-Michigan State University- Honors College.) From 1992-1994, he lived and worked as a foreign trade zone specialist for a Germany auto manufacturer in Stuttgart, Germany, were he was in charge of the movement of international  shipping of parts for automotive production at different production locations worldwide.  In 1994, he lived in Vancouver, B.C., Canada, where he was a Director of Corporate Communications for Farrell Financial, Ltd. with responsibilities in developing public relations campaigns for a variety of public companies which traded on both the US and Canadian Stock Exchanges. In 1996, he became a director and Vice-President of Puff-Pack Ltd., a Canadian Corporation, involved in innovated packaging solutions in the shipping and storage of silicon wafers.  The Company later merged with AIR PACKAGING TECHNOLOGIES, Inc. of Valencia, California, whereas Mr. Kaiser became the Director of Corporate Communications until the Company was sold in 1998. In 1998-2000, Mr. Kaiser Joined LMX resources, we he was involved as a mining economist on numerous property holdings through Mexico. In early 1999-2001, he became involved with GMD Resources as a director of Investor Relations, a diamond / gold exploration company which was actively involved in exploration in the Northwest Territories, Canada. For over 24 years Mr. Kaiser has been active in public relations, investor relations, venture capital, trade, and structured financings for over 141 publicly traded companies. He is a US SEC EDGAR FILING AGENT, has a compliant FORM 2A with the Toronto Stock Exchange, and Co-owns YES NEWS NOW, a press release agency distribution service for both public and private companies. He is married and has 7 children.

Richard Kaiser jointly owns YES INTERNATIONAL which is under contract with the registrant to provide Investor Relations, Consulting, Press Services and Edgar Filing services. for GoldLand Holdings, Inc. YES INTERNATIONAL signed a 1-year contract in October 2014 and receives $3500 in combination of cash, 144-shares and/or s-8 stock as a form of payments.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 24, 2015, the board of directors of the registrant adopted amended and restated Bylaws of the registrant as described in an exhibit filed with this report. Inasmuch as the amendments to the Bylaws were extensive, it is not useful to compare the previous Bylaws with the amended and restated Bylaws.

Item 5.05.

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

See Item 8.01, below. The Code of Business Conduct and the Code of Ethics for Senior Executives described below in Item 8.01 amend our current Code of Business Conduct and Ethics, which was previously filed as Exhibit 14 to our Annual Report on Form 10-K filed on July 17, 2009. Inasmuch as the amendments to the Code of Business Conduct and Ethics were extensive, it is not useful to compare the previous Code of Business Conduct and Ethics with the amended Code of Business Conduct and the Code of Ethics for Senior Executives.

Item 8.01.

Other Events.

On March 24, 2015, the board of directors of the registrant established an Executive Committee, pursuant to the Charter described as an exhibit filed with this report. During the intervals between the meetings of the board of directors of the registrant, the Executive Committee shall have and may exercise all the powers and authority of the board of directors between regular or special meetings of the board of directors in the management of the business and affairs of the registrant, except to the extent limited by Delaware law, the Bylaws of the registrant or the board of directors of the registrant. The Executive Committee shall be composed of four members, John G. Prosser II, Paul Parliament, Allan Breitkreuz, and Martin Wolfe. Paul Parliament shall be the initial Chairman of the Executive Committee.

Likewise, on March 24, 2015. the Executive Committee of the registrant adopted resolutions as follows:

That the registrant establish a Series A Preferred Stock of 5,000,000 shares out of the 5,000,000 shares of the registrant’s authorized preferred stock.

That the Series A Preferred Stock shall have the terms and conditions as set out in the Certificate of Designation as described in an exhibit filed with this report.

That the appropriate officers of the registrant be and they hereby are authorized to file with the Secretary of State of Delaware the Certificate of Designation for the Series A Preferred Stock as described in an exhibit filed with this report.

That the form of the stock certificate representing shares of the Series A Preferred Stock of the registrant, as set forth in an exhibit filed with this report, be approved and adopted and that the Secretary of the registrant be instructed to insert a specimen thereof in the minute book of the registrant.

That, immediately after the filing with the Secretary of State of Delaware of the Certificate of Designation for the Series A Preferred Stock as described in an exhibit filed with this report. the appropriate officers of the registrant be and they hereby are authorized to issue 5,000,000 shares of the registrant’s Series A Preferred Stock, as follows:

(a)

1,000,000 shares of Series A Preferred Stock to John G. Prosser II, in exchange for his agreement to serve as the chairman of the board of the registrant and a director of the registrant until his successors in office shall have been duly elected and shall have qualified, or until the term of office shall have otherwise been terminated, as provided by the Bylaws of the registrant, and for the further agreement to serve as a vice president and a director of Universal Entertainment SAS, Inc. until his successors in office shall have been duly elected and shall have qualified, or until the term of such offices shall have otherwise been terminated, as provided by the Bylaws of Universal Entertainment SAS, Inc., which such services are valued at $100.00.

(b)

1,000,000 shares of Series A Preferred Stock to Paul Parliament, in exchange for his agreement to serve as the chief executive officer of the registrant and a director of the registrant until his successors in office shall have been duly elected and shall have qualified, or until the term of office shall have otherwise been terminated, as provided by the Bylaws of the registrant, and for the further agreement to serve as President and a director of Universal Entertainment SAS, Inc. until his successors in office shall have been duly elected and shall have qualified, or until the term of such offices shall have otherwise been terminated, as provided by the Bylaws of Universal Entertainment SAS, Inc., which such services are valued at $100.00.

(c)

1,000,000 shares of Series A Preferred Stock to Allan Breitkreuz, in exchange for his agreement to serve as the chief operating officer of the registrant and a director of the registrant until his successors in office shall have been duly elected and shall have qualified, or until the term of office shall have otherwise been terminated, as provided by the Bylaws of the registrant, and for the further agreement to serve as a vice president and a director of Universal Entertainment SAS, Inc. until his successors in office shall have been duly elected and shall have qualified, or until the term of such offices shall have otherwise been terminated, as provided by the Bylaws of Universal Entertainment SAS, Inc., which such services are valued at $100.00.

(d)

1,000,000 shares of Series A Preferred Stock to Martin Wolfe, in exchange for his agreement to serve as the chief financial officer of the registrant and a director of the registrant until his successors in office shall have been duly elected and shall have qualified, or until the term of office shall have otherwise been terminated, as provided by the Bylaws of the registrant, and for the further agreement to serve as a vice president and a director of Universal Entertainment SAS, Inc. until his successors in office shall have been duly elected and shall have qualified, or until the term of such offices shall have otherwise been terminated, as provided by the Bylaws of Universal Entertainment SAS, Inc., which such services are valued at $100.00.

(e)

500,000 shares of Series A Preferred Stock to Julios Kosta, in exchange for past services rendered to the registrant valued at $50.00.

(f)

250,000 shares of Series A Preferred Stock to Jack Frydman, in exchange for past services rendered to the registrant valued at $25.00.

(g)

250,000 shares of Series A Preferred Stock to Richard Kaiser, in exchange for past services rendered to the registrant valued at $25.00.

That the board of directors of the registrant does hereby establish an Audit Committee, pursuant to the Charter described in an exhibit filed with this report.

That the board of directors of the registrant does hereby establish a Compensation Committee, pursuant to the Charter described in an exhibit filed with this report.

That the board of directors of the registrant does hereby establish a Finance Committee, pursuant to the Charter described in an exhibit filed with this report.

That the board of directors of the registrant does hereby establish a Governance and Nominating Committee, pursuant to the Charter described in an exhibit filed with this report.

10.

That the board of directors of the registrant does hereby establish a Code of Business Conduct as described in an exhibit filed with this report.

11.

That the board of directors of the registrant does hereby establish a Code of Ethics for Senior Executives as described in an exhibit filed with this report.

12.

That the board of directors of the registrant does hereby establish Corporate Governance Principles as described in an exhibit filed with this report.

13.

That Paul Parliament notify the registrant’s transfer agent, Signature Stock Transfer, Inc., the registrant’s legal counsel, Investment Law Group of Gillett, Mottern & Walker, LLP, and the registrant’s auditors, W. T. Uniack & Co. CPA’s, P.C., to do no further work for the registrant, and to accept no instructions from Pierre Quilliam, Thomas C. Ridenour, Denise Quilliam, Pascale Quilliam Tutt, or Christian Quilliam, or any other person, unless specifically authorized by John G. Prosser II or Paul Parliament.

On March 24, 2015, the registrant’s board of directors terminated the Employment Agreement dated October 1, 2013, between the registrant and Pierre Quilliam with such termination to take effect 30 days from the date hereof. Likewise, on March 24, 2015, the registrant’s board of directors terminated the Employment Agreement dated October 1, 2013, between the registrant and Thomas C. Ridenour with such termination to take effect 30 days from the date hereof.

Copies of the Code of Business Conduct as described in an exhibit filed with this report, and the Code of Ethics for Senior Executives as described in an exhibit filed with this report have been posted to the registrant’s Internet website.

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial statements of business acquired. Not applicable.

(b)

Pro forma financial information. Not applicable.

(c)

Shell company transactions. Not applicable.

(d)

Exhibits.


Exhibit No.	Identification of Exhibit
3.1*	Amended and Restated Bylaws of Goldland Holdings Co. dated March 24, 2015.
4.1*	Certificate of Designation for Series A Preferred Stock of Goldland Holdings Co. filed with the Secretary of State of Delaware on March 24, 2015.
10.1*	Charter of the Audit Committee of Goldland Holdings Co. dated March 24, 2015.
10.2*	Charter of the Compensation Committee of Goldland Holdings Co. dated March 24, 2015.
10.3*	Corporate Governance Principles of the Board of Directors of Goldland Holdings Co. dated March 24, 2015.
10.4*	Charter of the Executive Committee of the Board of Directors of Goldland Holdings Co. dated March 24, 2015.
10.5*	Charter of the Finance Committee of Goldland Holdings Co. dated March 24, 2015.
10.6*	Charter of the Governance and Nominating Committee of Goldland Holdings Co. dated March 24, 2015.
10.7*	Form of Series A Preferred Stock Certificate of Goldland Holdings Co.
14.1*	Code of Business Conduct of Goldland Holdings Co. dated March 24, 2015.
14.2*	Amended Code of Ethics for Senior Executive Officers and Senior Financial Officers of Goldland Holdings Co. dated March 24, 2015.

____________

Filed herewith.

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.


Date: April 1, 2015	GOLDLAND HOLDINGS CO.


	By /s/ Paul Parliament
	Paul Parliament, chief executive officer

Exhibit 3.1

AMENDED AND RESTATED BYLAWS

GOLDLAND HOLDINGS CO.,

A DELAWARE CORPORATION

ARTICLE I

Offices and Records

1.1

Delaware Office. The registered office of Goldland Holdings Co., a Delaware corporation (the “Company”) in the State of Delaware shall be located at 341 Raven Crescent, Wyoming, Kent County, Delaware 19934, and the name of its registered agent is Corp USA, Inc.

1.2

Other Offices. The Company may have such other offices, either within or without the State of Delaware, as the Company’s board of directors (the “Board of Directors”) may from time to time designate or as the business of the Company may from time to time require, including, without limitation, the Company’s principal business office wherever it may be located.

1.3

Books and Records. The books and records of the Company may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board of Directors.

ARTICLE II

Stockholders

2.1

Annual Meeting. The annual meeting of stockholders of the Company shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine for the purpose of electing directors and for the transaction of such other business as may be properly brought before the meeting.

2.2

Special Meeting. Special meetings of the stockholders may be called by the Board of Directors or by one or more stockholders holding at least one-tenth of the shares entitled to vote at any such meeting.

2.3

Place of Meeting. The Board of Directors may designate the place of meeting for any meeting of the stockholders. If no designation is made by the Board of Directors, the place of meeting shall be the principal business office of the Company, as designated in these Bylaws.

2.4

Notice of Meeting. Written printed, or electronic notice, pursuant to Paragraph 2.5 hereof, stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be prepared and delivered by the Company not less than 10 days nor more than 60 days before the date of the meeting, either personally or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at such stockholder’s address as it appears on the stock transfer books of the Company. Such further notice shall be given as may be required by law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Paragraph 7.4 of these Bylaws.

Any previously scheduled meeting of the stockholders may be postponed by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

2.5

Notice by Electronic Transmission.

(A)

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Company under any provision of the Delaware General Corporation Law (the “DGCL”), the Certificate of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any such consent shall be deemed revoked if (1) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent and (2) such inability becomes known to the secretary or an assistant secretary of the Company or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(B)

Notice given pursuant to subparagraph (A) of this Paragraph 2.5 shall be deemed given:

(1)

If by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(2)

If by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(3)

If by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (a) such posting and (b) the giving of such separate notice; and

(4)

If by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(C)

For purposes of this Paragraph 2.5, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

2.6

Quorum and Adjournment. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the voting power of the outstanding shares of the Company entitled to vote generally in the election of directors (the “Voting Stock”), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting as a class, the holders of a majority of the voting power of the shares of such class or series shall constitute a quorum for the transaction of such business. The chairman of the meeting or a majority of the shares of Voting Stock so represented may adjourn the meeting from time to time, whether or not there is such a quorum (or, in the case of specified business to be voted on by a class or series, the chairman or a majority of the shares of such class or series so represented may adjourn the meeting with respect to such specified business). No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2.7

Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or as may be permitted by law, or by such stockholder’s duly authorized attorney-in-fact. Such proxy must be filed with the Secretary of the Company or such stockholder’s representative at or before the time of the meeting.

2.8

Notice of Stockholder Business and Nominations.

(A)

Annual Meetings of Stockholders.

(1)

Nominations of persons for election to the Board of Directors of the Company and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Company’s notice of meeting delivered pursuant to Paragraph 2.4 and Paragraph 2.5 of these Bylaws, (b) by or at the direction of the Board of Directors, or (c) by any stockholder of the Company who is entitled to vote at the meeting, who complied with the notice procedures set forth in clauses (2) and (3) of this Paragraph 2.8(A) and these Bylaws and who was a stockholder of record at the time such notice is delivered to the Secretary of the Company.

(2)

For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of Paragraph 2.8(A)(1) of these Bylaws, the stockholder must have given timely notice thereof in writing to the Secretary of the Company and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal office of the Company not less than 70 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of an annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from the first anniversary date of the previous year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 70th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner, and (ii) the class and number of shares of the Company which are owned beneficially and of record by such stockholder and such beneficial owner.

(3)

Notwithstanding anything in the second sentence of Paragraph 2.8(A)(2) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company at least 80 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by these Bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal office of the Company not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company.

(B)

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company’s notice of meeting pursuant to Paragraph 2.4 and Paragraph 2.5 of these Bylaws. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Company’s notice of meeting (1) by or at the direction of the Board of Directors, or (2) by any stockholder of the Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in these Bylaws and who is a stockholder of record at the time such notice is delivered to the Secretary of the Company. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice as required by Paragraph 2.8(A)(2) of these Bylaws shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of the 70th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

(C)

General.

(1)

Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded.

(2)

For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(3)

Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

2.9

Procedure for Election of Directors. Election of directors at all meetings of the stockholders at which directors are to be elected may be by written ballot, and, subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specific circumstances, directors shall be elected by a plurality of the votes cast at such meetings. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by a majority of the votes cast with respect thereto.

2.10

Inspectors of Elections; Opening and Closing the Polls.

(A)

The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Company in other capacities, including, without limitation, as officers, employees, agents or representatives of the Company, to act at a meeting of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act, or if all inspectors or alternates who have been appointed are unable to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall have the duties prescribed by the DGCL.

(B)

The secretary of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

2.11

Stockholder Action by Written Consent. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any such meeting, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE III

Board of Directors

3.1

General. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

3.2

Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specific circumstances, the number of directors shall be fixed by, and may be increased from time to time by, the affirmative vote of a majority of the members at any time constituting the Board of Directors. In the absence of a resolution by the Board of Directors in establishing the size of the Board of Directors, the number of directors of the Company shall be nine. Each director shall hold office for the full term for which such director is elected and until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal in accordance with the Certificate of Incorporation or these Bylaws. Directors need not be residents of the State of Delaware or stockholders of the Company. Each director shall provide the Company with such director’s business and residence addresses, and email address, and facsimile telephone number. By virtue of being elected to the Board of Directors, each director consents to the notice provisions contained in these Bylaws, including, but not limited to provisions of Paragraph 3.6 of these Bylaws.

3.3

Place of Meeting; Order of Business. Except as otherwise provided by law, meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware, at whatever place is specified by the person or persons calling the meeting. In the absence of specific designation, the meetings shall be held at the principal office of the Company. At all meetings of the Board of Directors, business shall be transacted in such order as shall from time to time be determined by the Chairman of the Board, or in his absence by the President, or by resolution of the Board of Directors.

3.4

Regular Meetings. A regular meeting of the Board of Directors may be held without other notice than these Bylaws immediately after, and at the same place as, each annual meeting of stockholders. The Board of Directors may, by resolution, provide the time and place, and charges thereof, for the holding of additional regular meetings without other notice than such resolution.

3.5

Special Meetings. Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board, the Chief Executive Officer or a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings.

3.6

Notice of Special Meetings. Notice of any special meeting shall be given to each director at such director’s business or residence in writing, by United States mail, personal delivery, email, facsimile, telegram or by telephone communication. If such notice is delivered by personal delivery, such notice shall be deemed adequately delivered when delivered to a director’s business or residence at least 24 hours before such meeting. If mailed, such notice shall be deemed adequately delivered when deposited in the United States mail so addressed, with postage thereon prepaid, at least five days before such meeting. If by telegram, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company at least 24 hours before such meeting. If by email or facsimile transmission, such notice shall be transmitted at least 24 hours before such meeting. If by telephone, the notice shall be given at least 12 hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in writing, either before or after such meeting.

3.7

Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

3.8

Vacancies. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specific circumstances, and except as provided in the Certificate of Incorporation, vacancies resulting from death, resignation or removal, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum of the Board of Directors, and directors so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred or the new directorship was created and until such director’s successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of authorized directors shall shorten the term of any incumbent director.

3.9.

Committees of the Board of Directors.

(A)

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Certificate of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the DGCL. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors.

(B)

The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.10, 3.11 and 7.4 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

(C)

Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary.

(D)

Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

(E)

Executive Committee. The Board of Directors may create an Executive Committee of the Board of Directors, which committee shall have and may exercise all the powers and authority of the Board of Directors between regular or special meetings of the Board of Directors in the management of the business and affairs of the Company, except to the extent limited by the DGCL or Delaware law.

(F)

Audit Committee. The Board of Directors may create an Audit Committee of the Board of Directors whose members shall consist solely of directors who are not employees or affiliates of the Company and have no relationship with the Company that would, in the judgment of the Board of Directors, interfere with their exercise of independent judgment as a member of such committee. The Audit Committee shall have and may exercise the power and authority to recommend to the Board of Directors the accounting firm to be selected by the Board of Directors or to be recommended by it for stockholder approval, as independent auditor of the financial statements of the Company and its subsidiaries, and to act on behalf of the Board of Directors in meeting and reviewing with the independent auditors, the chief accounting officer, the chief internal auditor, if any, and the appropriate corporate officers, matters relating to corporate financial reporting and accounting procedures and policies, adequacy of financial, accounting and operating controls and the scope of the respective audits of the independent auditors and the internal auditor, if any. The Audit Committee shall also review the results of such audits with the respective auditors and shall report the results of those reviews to the Board of Directors. The Audit Committee shall submit to the Board of Directors any recommendations it may have from time to time with respect to financial reporting and accounting practices and policies and financial, accounting and operational controls and safeguards. The Audit Committee may submit to the Compensation Committee any recommendations it may have with respect to the compensation of the chief accounting officer and the chief internal auditor, if any. The Board of Directors shall, by resolution adopted by a majority of the Board of Directors, designate not less than two of its qualifying members from time to time to constitute members of the Audit Committee.

(G)

Nominating Committee. The Board of Directors may create a Nominating Committee of the Board of Directors, which committee shall have and may exercise the power and authority to recommend to the Board of Directors prior to each annual meeting of the stockholders of the Company: (1) the appropriate size and composition of the Board of Directors; and (2) nominees: (a) for election to the Board of Directors for whom the Company should solicit proxies; (b) to serve as proxies in connection with the annual stockholders’ meeting; and (c) for election to all committees of the Board of Directors other than the Nominating Committee. The Board of Directors shall, by resolution adopted by a majority of the Board, designate one or more of its members from time to time to constitute members of the Nominating Committee.

(H)

Compensation Committee. The Board of Directors may create a Compensation Committee of the Board of Directors, whose members shall consist solely of directors who are not employees or affiliates of the Company and have no relationship with the Company that would, in the judgment of the Board of Directors, interfere with their exercise of independent judgment as a member of such committee. The Compensation Committee shall have and may exercise all the power and authority to (1) establish a general compensation policy for the officers and employees of the Company, including to establish and at least annually review officers’ salaries and levels of officers’ participation in the benefit plans of the Company, (2) prepare any reports that may be required by the regulations of the Securities and Exchange Commission or otherwise relating to officer compensation, (3) approve any increases in directors’ fees, and (4) exercise all other powers of the Board of Directors with respect to matters involving the compensation of employees and the employee benefits of the Company as shall be delegated by the Board of Directors to the Compensation Committee from time to time. Without limiting the generality of the foregoing, the Compensation Committee shall have the power and authority to authorize the issuance of capital stock of the Company pursuant to any compensation or benefit plan or arrangement adopted or entered into by the Company. The Board of Directors shall, by resolution adopted by a majority of the Board, designate two or more of its qualifying members from time to time to constitute members of the Compensation Committee.

3.10

Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors, or such committee, as the case may be, and filed with the Secretary.

3.11

Board and Committee Telephone Meetings. Subject to the provisions required or permitted by the DGCL for notice of meetings, unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Paragraph 3.11 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

3.12

Removal. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specific circumstances, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

ARTICLE IV

Officers

4.1

Designation. The officers of the Company shall consist of a Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Secretary, Chief Financial Officer, Treasurer, Controller and such Executive, Senior or other Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant Controllers and other officers as may be elected or appointed by the Board of Directors from time to time. Any number of offices may be held by the same person. The Chairman of the Board may also serve as the Chief Executive Officer. The Chairman of the Board shall be chosen from the directors. All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective stockholders and of the Board of Directors.

4.2

Election and Term of Office. The elected officers of the Company shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held at the time of each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Subject to Paragraph 4.16 of these Bylaws, each officer shall hold office until such officer’s successor shall have been duly elected and shall have qualified or until such officer’s death or until such officer shall resign.

4.3

Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman shall make reports to the Board of Directors and the stockholders and shall perform all such other duties as are properly required of him by the Board of Directors.

4.4

Chief Executive Officer. The Chief Executive Officer shall be responsible for the general management of the affairs of the Company and shall perform all duties incidental to the Chief Executive Officer’s office which may be required by law and all such other duties as are properly required of him by the Board of Directors. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.

4.5

President. The President (if one shall have been chosen by the Board of Directors) shall act in a general executive capacity and shall assist the Chairman of the Board in the administration and operation of the Company’s business and general supervision of its policies and affairs. The President shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of the Board and preside at all meetings of stockholders and of the Board of Directors. The President may sign, alone or with the Secretary, or an Assistant Secretary, or any other proper officer of the Company authorized by the Board of Directors, certificates, contracts, and other instruments of the Company as authorized by the Board of Directors.

4.6

Vice Presidents. Each Vice President shall have such powers and perform such duties as from time to time may be assigned to him by the Board of Directors or be delegated to him by the President. The Board of Directors may assign to any Vice President general supervision and charge over any territorial or functional division of the business and affairs of the Company.

4.7.

Chief Financial Officer. The Chief Financial Officer shall be the chief accounting officer of the Company and shall have general charge and supervision of the day to day financial operations of the Company (subject to the direction of the Board of Directors), and, in general, shall perform such other duties as are incident to the office of a chief financial officer of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him by the Board of Directors or the Audit Committee.

4.8

Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors and all other notices required by law or by these Bylaws, and in case of the Secretary’s absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board, the Chief Executive Officer, or by the Board of Directors, upon whose request the meeting is called as provided in these Bylaws. The Secretary shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Company in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the Board of Directors, the Chairman of the Board or the Chief Executive Officer. The Secretary shall have the custody of the seal of the Company and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman of the Board or the Chief Executive Officer, and attest to the same.

4.9

Treasurer. The Treasurer shall have the custody of the Company’s funds and securities and shall keep full and accurate accounts of receipt and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Chief Financial Officer or the Board of Directors. The Treasurer shall disburse the funds of the Company as may be ordered by the Chief Financial Officer or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board and the Board of Directors, at its regular meeting, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the liquidity of the Company. If required by the Board of Directors, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company.

4.10.

Controller. The Controller, if there is one, shall maintain records of all assets, liabilities, and transactions of the Company and shall be responsible for the design, installation and maintenance of accounting and cost control systems and procedures for the Company and shall perform such other duties and have such other powers as from time to time may be assigned to him by the Chief Financial Officer, Board of Directors or the Audit Committee.

4.11.

Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

4.12.

Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company.

4.13.

Assistant Controllers. Except as may be otherwise provided in these Bylaws, Assistant Controllers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, or the Controller, and in the absence of the Controller or in the event of his disability or refusal to act, shall perform the duties of the Controller, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Controller.

4.14.

Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers subordinate to those powers specifically delegated to certain officer in these Bylaws, as from time to time may be assigned to them by the Board of Directors. The President of the Company shall have the power to choose such other officers and to prescribe their respective duties and powers, subject to control by the Board of Directors.

4.15.

Vacancies. Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the Company, or otherwise, the same shall be filled by the Board of Directors, and the officer so appointed shall hold office until such officer’s successor is elected or appointed in accordance with these Bylaws or until his earlier death, resignation or removal.

4.16.

Removal. Any officer or agent of the Company may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. No elected officer shall have any contractual rights against the Company for compensation by virtue of such election beyond the date of the election of such officer’s successor or such officer’s death, resignation or removal, whichever event shall first occur, except as otherwise provided in an employment contract or an employee plan.

4.17.

Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the Chairman of the Board, the President, any Vice President and the Treasurer of the Company shall each have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation in which the Company may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities in such other corporation.

ARTICLE V

Stock Certificates and Transfers

5.1

Stock Certificates and Transfers.

(A)

The interest of each stockholder of the Company shall be evidenced by certificates for shares of stock in such form as the appropriate officers of the Company may from time to time prescribe, unless it shall be determined by, or pursuant to, a resolution adopted by the Board of Directors that the shares representing such interest be uncertificated. The shares of the stock of the Company shall be transferred on the books of the Company by the holder thereof in person or by such person’s attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

(B)

The certificates of stock shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

ARTICLE VI

Indemnification

6.1

Mandatory Indemnification. Each person who was or is made a party or is threatened to be made a party, or who was or is a witness without being named a party, to any threatened, pending or completed action, claim, suit or proceeding, whether civil, criminal, administrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding (a “Proceeding”), by reason of the fact that such individual is or was a director or officer of the Company, or while a director or officer of the Company is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, trust, employee benefit plan or other enterprise, shall be indemnified and held harmless by the Company from and against any judgments, penalties (including excise taxes), fines, amounts paid in settlement and reasonable expenses (including court costs and attorneys’ fees) actually incurred by such person in connection with such Proceeding if it is determined that he acted in good faith and reasonably believed (A) in the case of conduct in his official capacity on behalf of the Company that his conduct was in the Company’s best interests; (B) in all other cases, that his conduct was not opposed to the best interests of the Company; and (C) with respect to any Proceeding which is a criminal action, that he had no reasonable cause to believe his conduct was unlawful; provided, however, that in the event a determination is made that such person is liable to the Company or is found liable on the basis that personal benefit was improperly received by such person, the indemnification is limited to reasonable expenses actually incurred by such person in connection with the Proceeding and shall not be made in respect of any Proceeding in which such person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Company. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself be determinative of whether the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any Proceeding which is a criminal action, had no reasonable cause to believe that his conduct was unlawful. A person shall be deemed to have been found liable in respect of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

6.2

Determination of Indemnification. Any indemnification under the foregoing Paragraph 6.1 (unless ordered by a court of competent jurisdiction) shall be made by the Company only upon a determination that indemnification of such person is proper in the circumstances by virtue of the fact that it shall have been determined that such person has met the applicable standard of conduct. Such determination shall be made (A) by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the Proceeding; (B) if such quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the Proceeding; (C) by special legal counsel (in a written opinion) selected by the Board of Directors or a committee of the Board of Directors by a vote as set forth in clause (A) or (B) of this Paragraph 6.2, or, if such quorum cannot be obtained and such committee cannot be established, by a majority vote of all directors (in which directors who are named defendants or respondents in the Proceeding may participate); or (D) by the stockholders of the Company in a vote that excludes the shares held by directors who are named defendants or respondents in the Proceeding.

6.3

Advance of Expenses. Reasonable expenses, including court costs and attorneys’ fees, incurred by a person who was or is a witness or who was or is named as a defendant or respondent in a Proceeding, by reason of the fact that such individual is or was a director or officer of the Company, or while a director or officer of the Company is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, trust, employee benefit plan or other enterprise, shall be paid by the Company at reasonable intervals in advance of the final disposition of such Proceeding, and without the determination specified in the foregoing Paragraph 6.2, upon receipt by the Company of a written affirmation by such person of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article VI, and a written undertaking by or on behalf of such person to repay the amount paid or reimbursed by the Company if it is ultimately determined that he is not entitled to be indemnified by the Company as authorized in this Article VI. Such written undertaking shall be an unlimited obligation of such person and it may be accepted without reference to financial ability to make repayment.

6.4

Permissive Indemnification. The Board of Directors of the Company may authorize the Company to indemnify employees or agents of the Company, and to advance the reasonable expenses of such persons, to the same extent, following the same determinations and upon the same conditions as are required for the indemnification of and advancement of expenses to directors and officers of the Company.

6.5

Nature of Indemnification. The indemnification and advancement of expenses provided hereunder shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Certificate of Incorporation, these Bylaws, any agreement, vote of stockholders or disinterested directors or otherwise, both as to actions taken in an official capacity and as to actions taken in any other capacity while holding such office, shall continue as to a person who has ceased to be a director, officer, employee or agent of the Company and shall inure to the benefit of the heirs, executors and administrators of such person.

6.6

Insurance. The Company shall have the power and authority to purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee or agent of the Company, or who is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability, claim, damage, loss or risk asserted against such person and incurred by such person in any such capacity or arising out of the status of such person as such, irrespective of whether the Company would have the power to indemnify and hold such person harmless against such liability under the provisions hereof. If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Company would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the stockholders of the Company. Without limiting the power of the Company to procure or maintain any kind of insurance or other arrangement, the Company may, for the benefit of persons indemnified by the Company, (A) create a trust fund; (B) establish any form of self-insurance; (C) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Company; or (D) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the Company or with any insurer or other person deemed appropriate by the Board of Directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Company. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in the arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement.

6.7

Notice. Any indemnification or advance of expenses to a present or former director of the Company in accordance with this Article VI shall be reported in writing to the stockholders of the Company with or before the notice or waiver of notice of the next stockholders’ meeting or with or before the next submission of a consent to action without a meeting and, in any case, within the next twelve month period immediately following the indemnification or advance.

6.8

Change of Control. Following any “change of control” of the Company of the type required to be reported under Item 5.01 of Form 8-K promulgated under the Exchange Act, any determination as to entitlement to indemnification shall be made by independent legal counsel selected by the claimant which independent legal counsel shall be retained by the Board of Directors on behalf of the Company.

6.9

Amendment. Any amendment or repeal of this Article VI shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.

ARTICLE VII

Miscellaneous Provisions

7.1

Fiscal Year. The fiscal year of the Company shall be determined by resolution of the Board of Directors.

7.2

Dividends. The Board of Directors may from time to time declare, and the Company may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation.

7.3

Seal. The corporate seal may bear in the center the emblem of some object, and shall have inscribed thereunder the words “Corporate Seal” and around the margin thereof the words “Goldland Holdings, Inc.”

7.4

Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Company under the provisions of the DGCL, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or of the Board of Directors need be specified in any waiver of notice of such meeting.

7.5

Audits. The accounts, books and records of the Company shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the Board of Directors, and it shall be the duty of the Board of Directors to cause such audit to be made annually.

7.6

Resignations. Any director or any officer, whether elected or appointed, may resign at any time by serving written notice of such resignation on the Chairman of the Board, the Chief Executive Officer, the President, if any, or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the Chief Executive Officer, the President, if any, or the Secretary or at such later date as is stated therein. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

ARTICLE VIII

Amendments

8.1

Amendments. These Bylaws may be amended, added to, rescinded or repealed by the Board of Directors or by the affirmative vote of the holders of a majority of the Company’s stock, outstanding and entitled to vote at the meeting at which any Bylaw is adopted, amended or repealed.

By Order of the Board of Directors,

By /S/ John G. Prosser II

John G. Prosser II, Chairman of the Board

Dated March 24, 2015.

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Exhibit 10.1

GOLDLAND HOLDINGS CO.

CHARTER OF THE AUDIT COMMITTEE

Purpose

The purpose of the Audit Committee is to assist the Board of Directors of Goldland Holdings Co., a Delaware corporation (the “Company”) in fulfilling its oversight responsibilities relating to the Company’s (1) financial statements and auditing, accounting and related reporting processes, and (2) systems of internal controls regarding finance, accounting, financial reporting, and business practices and conduct established by management and the Board.

Membership and Procedures

Membership and Appointment. The Committee shall consist of at least three members of the Board, with the exact number being determined by the Board. The members of the Committee shall be appointed and replaced from time to time by the Board.

Independence and Qualifications. Each member of the Committee shall meet the independence and experience requirements of the applicable provisions of federal law and the rules and regulations promulgated thereunder and the applicable rules of The Nasdaq Stock Market, the New York Stock Exchange, or any other exchange where the shares of the Company may be listed or quoted for sale.

Resources. The Committee shall have the authority to retain, at the Company’s expense, special legal, accounting or other consultants to advise the Committee and to authorize or conduct investigations into any matters within the scope of its responsibilities. The Committee shall have sole authority to approve related fees and retention terms. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee, and shall have full access to all books, records, facilities and personnel of the Company in connection with the discharge of its responsibilities.

Evaluation. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board.

Duties and Responsibilities

Described below are the common recurring activities and responsibilities of the Committee in carrying out its oversight functions. These activities and responsibilities are set forth below as a guide to the Committee with the understanding that the Committee may alter or supplement them as appropriate under the circumstances to the extent permitted by applicable law, regulation or listing standard.

Documents/Reports Review

Review and discuss the Company’s annual audited financial statements and quarterly financial statements with management and the independent auditors, including the Company’s disclosures under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s reports filed with the Securities and Exchange Commission and, with respect to the annual financial statements, the appropriateness and quality of accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Company’s financial statements.

Review and discuss with management and the independent auditors the Company’s earnings press releases before they are issued, and discuss generally with management the nature of any additional financial information or earnings guidance to be provided publicly and/or to ratings agencies.

-1-

Review and discuss with management and the independent auditors the matters required to be discussed by Statement on Auditing Standards Nos. 61 and 90 (Communications with Audit Committees), as they may be modified or supplemented, relating to the conduct of the audit, other significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, and any other matters communicated to the Committee by the independent auditors.

Review with management and such outside professionals as the Committee considers appropriate important trends and developments in financial reporting practices and requirements and their effect on the Company’s financial statements.

Based on its review and discussions with management and the independent auditors, recommend to the Board whether the Company’s audited financial statements should be included in the Company’s Annual Report on Form 10-K.

Prepare the report of the Audit Committee required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.

Accounting and Financial Controls Framework

Review major changes to the Company’s auditing and accounting principles and practices as suggested by the independent auditors or management.

Review and discuss with management and the independent auditors the adequacy and effectiveness of the Company’s internal controls (including any significant deficiencies, material weaknesses and significant changes in internal controls reported to the Committee by management and any fraud involving management or other employees who have a significant role in the Company’s internal controls) and the effectiveness of the Company’s disclosure controls and procedures.

Review with the independent auditors any management letter provided by the independent auditors and the Company’s responses to that letter.

Review and discuss with management and the independent auditors (i) any material financial or non-financial arrangements that do not appear on the Company’s financial statements, (ii) any transactions or courses of dealing with parties related to the Company that are significant in size or involve terms or other aspects that differ from those that would likely be negotiated with independent parties, and that are relevant to an understanding of the Company’s financial statements, and (iii) material financial risks that are designated as such by management or the independent auditors.

Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by the Company’s employees of concerns regarding accounting or auditing matters.

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Independent Auditors

Be directly responsible for the appointment, removal, compensation and oversight of the work of the independent auditors (including the resolution of disagreements between the Company’s management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work with the independent auditors reporting directly to the Committee.

Have the sole authority to review in advance, and grant any appropriate pre-approvals of all auditing services to be provided by the independent auditors and all permitted non-audit services (including the fees and other terms of engagement), and, if desired, establish policies and procedures for review and pre-approval by the Committee of such services.

Obtain, review and discuss with the independent auditors at least annually a report by the independent auditors describing (i) the independent auditors’ internal quality-control procedures, and (ii) any material issues raised by the most recent internal quality control review or peer review of the independent auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and the steps taken to deal with those issues.

Review the report by the independent auditors, which is required by Section 10A of the Securities Exchange Act of 1934, as amended, concerning: (i) all critical accounting policies and practices to be used; (ii) alternative treatments of financial information within GAAP that have been discussed with management officials, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors; and (iii) any other material written communications between the independent auditors and the Company’s management.

Review and discuss with the independent auditors, on an annual basis, all relationships the independent auditors have with the Company in order to evaluate the independent auditors’ continued independence, and receive from the independent auditors on an annual basis a written statement (consistent with Independence Standards Board Standard No. 1) regarding the auditors’ independence.

Meet with the independent auditors prior to the audit for each fiscal year to review the planning, staffing and scope of the audit.

Establish guidelines for the hiring of employees and former employees of the independent auditors.

Clarification of Audit Committee’s Role

While the Committee has the responsibilities and powers set forth in this Charter, the Committee’s role is one of oversight. It is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditors.

By Order of the Board of Directors,

By /s/ John G. Prosser II

John G. Prosser II, Chairman of the Board

Dated March 24, 2015.

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Exhibit 10.2

GOLDLAND HOLDINGS CO.

CHARTER OF THE COMPENSATION COMMITTEE

Purpose

The purpose of the Compensation Committee of the Board of Directors of Goldland Holdings Co., a Delaware corporation (the “Company”) is to assist the Board in meeting its responsibilities with regard to oversight and determination of executive compensation and to review and make recommendations to the Board with respect to major compensation plans, policies and programs of the Company.

Membership and Procedures

Membership and Appointment. The Committee shall consist of not fewer than two members of the Board, with the exact number being determined by the Board. Members of the Committee shall be appointed from time to time to serve in such capacity by the Board.

Independence. Each member shall meet the independence and outside director requirements of applicable tax and securities laws and regulations and stock market rules.

Authority to Retain Advisors. In the course of its duties, the Committee shall have the sole authority, at the Company’s expense, to retain and terminate compensation consultants and other advisors as the Committee may deem appropriate, including the sole authority to approve any such advisor’s fees and other retention terms.

Evaluation. The Committee shall annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board.

Duties and Responsibilities

The Compensation Committee shall:

Review, and make recommendations for approval by the independent members of the Board regarding, corporate goals and objectives relevant to the compensation of the Company’s executive officers.

Review, and make recommendations for approval by the independent members of the Board regarding, the compensation for the Chief Executive Officer and other executive officers of the Company, including, as applicable, (a) base salary, (b) bonus, (c) long-term incentive and equity compensation, and (d) any other compensation, perquisites, and special or supplemental benefits.

Establish and modify the terms and conditions of employment of the Chief Executive Officer and other executive officers of the Company, by contract or otherwise.

Make recommendations to the full Board regarding the fees and other compensation to be paid to members of the Board for their service as directors and as members of committees of the Board.

Administer the stock plans of the Company (other than with respect to stock option grants to members of the Board of Directors, which shall be considered by the entire Board) in accordance with the terms of such plans and to grant and issue, or recommend the grant and issuance of, awards thereunder, including stock options, stock units, restricted stock and stock appreciation rights, to executive officers of the Company.

Review the Company’s incentive compensation and other benefit plans and practices and recommend changes in such plans and practices to the Board.

Administer the other compensation plans that may be adopted from time to time as authorized by

Compensation Committee

the Board, including the Company’s Employee Stock Purchase Plan and 401(k) Plan(s).

Prepare or cause to be prepared the Compensation Committee report on executive compensation as required by SEC rules for inclusion in the Company’s annual proxy statement or Annual Report on Form 10-K filed with the SEC and any other reports or disclosure required with respect to such Committee by any applicable proxy or other rules of the SEC.

Perform such other activities and functions related to executive compensation as may be assigned from time to time by the Board.

By Order of the Board of Directors,

By /s/ John G. Prosser II

John G. Prosser II, Chairman of the Board

Dated March 24, 2015.

Compensation Committee

EXHIBIT 10.3

CORPORATE GOVERNANCE PRINCIPLES
OF THE BOARD OF DIRECTORS
OF GOLDLAND HOLDINGS CO.

The Board of Directors, as representatives of the stockholders, is committed to the achievement of business success and the enhancement of long-term stockholder value with the highest standards of integrity and ethics. In that regard, the Board has adopted these Principles to provide an effective corporate governance framework for Goldland Holdings Co., a Delaware corporation (the “Company”) intending to reflect a set of core values that provide the foundation for the Company’s governance and management systems and its interactions with others.

Ethics and Values. The Board and management are jointly responsible for managing and operating the Company’s business with the highest standards of responsibility, ethics and integrity. In that regard, the Board expects each director, as well as each member of senior management, to lead by example in a culture that emphasizes trust, integrity, honesty, judgment, respect, managerial courage and responsibility. Furthermore, the Board also expects each director and each member of senior management to act ethically at all times and to adhere to the policies, as well as the spirit, expressed in the Company’s Code of Ethics for Senior Executive Officers and Senior Financial Officers. The Board will not permit any waiver of any ethics policy for any director or executive officer.

Roles of Board and Management. It is the responsibility of the Board to direct, guide and oversee the conduct of the Company’s business and to ensure that the interests of the stockholders are being served. In carrying out that responsibility, the Board considers its primary functions to include the following:

(a)

Management Planning and Oversight. Selecting, evaluating and compensating the Chief Executive Officer (“CEO”) and planning for CEO succession; providing counsel and oversight in the selection, evaluation and compensation of, and succession planning for, other members of senior management; and approving the appointment and compensation of executive officers.

(b)

Strategic and Operational Planning. Reviewing, understanding and approving long-term strategic plans and annual operating plans, and monitoring the implementation and execution of those plans.

(c)

Major Corporate Actions. Reviewing, understanding and approving significant financial and business transactions and other major corporate actions.

(d)

Financial Reporting. Reviewing, understanding and approving financial statements and reports, and overseeing the establishment and maintenance of controls, processes and procedures to ensure accuracy, integrity and clarity in financial and other disclosures.

(e)

Governance, Compliance and Risk Management. Establishing and maintaining governance and compliance processes and procedures to ensure that the Company is managed with the highest standards of responsibility, ethics and integrity.

(f)

General Advice to Management. Providing general advice and counsel to the CEO and senior management in connection with issues arising during the course of managing the Company’s business.

Role of Management. It is the responsibility of management, under the direction of the CEO, to conduct the Company’s business and affairs in an effective, responsible and ethical manner, consistent with the principles and direction established by the Board. In carrying out that responsibility, management is charged with the following:

(a)

Organizing Management. Selecting qualified management and implementing an organizational structure that is efficient and appropriate for the Company’s operations and culture.

(b)

Strategic and Operational Planning and Implementation. Developing long-term strategic plans and annual operating plans, presenting those plans to the Board, implementing and executing approved plans and recommending and executing changes to those plans as necessary.

(c)

Managing Risk. Identifying and managing the risks that the Company undertakes in the course of carrying out its business and managing the Company’s overall risk profile.

(d)

Financial Reporting. Ensuring the integrity of the financial statements and reports by implementing, and supervising the operation of, systems, controls, processes and procedures that allow the Company to record, process, summarize and report information timely and accurately and produce financial statements and other disclosures that fairly present the Company’s financial condition and results of operations and permit stockholders to understand the Company’s business, financial soundness and risks.

Board Composition and Structure.

(a)

General Qualifications. Each director should possess the highest standards of personal and professional ethics and integrity, practical wisdom and mature judgment, and should be committed to staunchly representing the interests of the stockholders. A director should have an inquisitive and objective perspective and a proactive, focused state of mind. The Board should be comprised of a diverse group of individuals with significant leadership accomplishments in international business, government, education or not-for-profit activities, who have been associated with institutions noted for excellence, and who have broad experience and the ability to exercise sound business judgment.

(b)

Independence. The Board believes that its primary function is to manage the Company’s business in the best interests of the stockholders and that those interests are best served by having a substantial number of objective, independent representatives on the Board. Consequently, if possible, the Board will seek to have at all times, a majority of the directors will be “independent.” However, if independent directors cannot be approved, the Board shall not be deemed to be in violation of these Principles. For this purpose, a director shall be considered to be “independent” only if the Board affirmatively determines that the director does not have any direct or indirect material relationship with the Company that may impair, or appear to impair, the director’s ability to make independent judgments.

With respect to each director, the Board’s assessment and determination of such director’s independence shall be made by the remaining independent members of the Board. In each case, the Board shall broadly consider all relevant facts and circumstances and shall apply the following standards:

(i)

A director will not be considered to be “independent” if any of the following conditions exist at the time of determination or existed at any time during the immediately preceding five-year period:

The director is employed by the Company;

An immediate family member of the director is employed as an officer of the Company;

The director is employed by or affiliated with the Company’s independent auditor;

An immediate family member of the director is employed as a partner, principal or manager by the Company’s independent auditor; or

An executive officer of the Company serves on the board of directors of a company that employs the director or employs an immediate family member of the director as an officer.

For purposes of the above, “immediate family member” includes spouse, parents, children, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and other persons living in the director’s home (not including employees of the director).

(ii)

The following relationships will not be considered to be material relationships that would impair, or appear to impair, a director’s ability to make independent judgments and, therefore, will not alone prevent the director from being considered to be “independent”:

The director is an executive officer of a company that does business with the Company and the other company’s annual sales to, or purchases from, the Company are less than one percent of the Company’s annual revenues and less than one percent of the annual revenues of the other company;

The director is an executive officer of a company that is indebted to the Company or is an executive officer of a company to which the Company is indebted and, in either case, the aggregate amount of such debt is less than one percent of the Company’s total consolidated assets and less than one percent of the total consolidated assets of the other company; and

The director serves as an executive officer, director or trustee of a charitable organization to which the Company or any of its executive officers contributes and the combined annual contributions to such organization by the Company and its executive officers are less than one percent of that organization’s total annual charitable receipts.

The Board will review annually all commercial and charitable relationships between each director and the Company and will make a determination of such director’s independence, and the Company will disclose the Board’s determinations in the proxy statement relating to the annual meeting of stockholders. If the Board determines that a director who has a relationship with the Company that is not described in this Paragraph 4(b) is nevertheless “independent,” such disclosures shall also include the basis for such determination.

The Board recognizes that members of the Audit Committee or the Compensation Committee may be subject to more stringent standards of “independence” pursuant to applicable rules and regulations, including the listing requirements of the various stock exchanges, accounting and auditing rules and federal securities or tax laws. Any such more stringent standards will be reflected in the charter of the respective committee.

Size of Board and Selection Process. The number of directors constituting the full Board shall be determined from time to time by the Board, within the limits prescribed by the Company’s Certificate of Incorporation and Bylaws, taking into account the size and breadth of the Company’s business and the need for Board diversity.

(a)

The Governance and Nominating Committee shall be responsible for selecting and recommending nominees for director positions to the full Board, which shall in turn submit its recommendations to the stockholders for election. Stockholders may propose nominees for consideration through the procedures communicated to the stockholders in the annual proxy statement, and the Governance and Nominating Committee shall duly consider all such nominees.

(b)

Whenever a vacancy occurs in the Board, either because of a newly-created director position or the removal or retirement of an existing director, the Board, acting on the recommendation of the Governance and Nominating Committee, shall select a person to fill the vacancy and that person shall serve as a director until the next annual meeting of stockholders, at which time such person (or another Board nominee) shall be submitted to the stockholders for election to the Board.

Retirement or Withdrawal of Directors; Conflicting Commitments. The Board believes that directors should serve only so long as they add value to the Board. A director’s contributions to the Board and ability to continue to contribute productively will be considered by the Governance and Nominating Committee each time a director is considered for renomination. In that regard, the results of the annual Board self-evaluation described below will be an important factor in determining whether a director should be renominated. No director will be asked to retire or withdraw from the Board without the approval of a majority of the remaining independent directors.

Recognizing that the most important factor in renomination considerations is a director’s contributions to Board deliberations and processes rather than length of service, the Board has not established any term limits on Board service. However, directors will not be nominated for election to the Board after their 75th birthday.

Each director must be willing and able to devote sufficient time and attention to carrying out his or her duties and responsibilities effectively. While the Board acknowledges the value in having directors with significant experience in other businesses and activities, it also understands that effective service requires substantial commitment. Consequently, although the Board has not established specific guidelines regarding a director’s non-Company activities, it will take the nature and extent of those activities into account in renomination considerations.

Each director shall notify the Governance and Nominating Committee (a) prior to accepting a directorship or other position of responsibility with another company, or (b) prior to or promptly following a significant change in personal circumstances (including a change in employment or principal job responsibilities). The Governance and Nominating Committee will review and evaluate the circumstances and will make a recommendation to the full Board regarding the propriety of the director’s continued service on the Board. If the Board determines that the director’s continued service on the Board would not be appropriate under the circumstances, the director shall offer his or her resignation.

Presiding Director. The Chair of the Governance and Nominating Committee (as such position is filled from time to time) shall serve as the Presiding Director. The principal responsibility of the Presiding Director shall be to chair the executive sessions of the non-employee directors (as described below) and to perform such other roles and responsibilities as are assigned from time to time by the Governance and Nominating Committee or the full Board. In addition, in the event of an unforeseen vacancy in the position of Chairman of the Board, the Presiding Director shall serve as interim Chairman of the Board for the sole purpose of calling and holding a special meeting of the Board to elect a new Chairman. If, at any time, the Chair of the Governance and Nominating Committee is unable or unwilling to serve as the Presiding Director (or, in connection with any meeting, is absent or otherwise unable to perform the duties of Presiding Director at such meeting), then the most senior independent director (based on length of service on the Board) shall fulfill the duties and responsibilities of the Presiding Director until such time as the Chair of the Governance and Nominating Committee is again able and willing to perform those duties and responsibilities.

Conduct of Board Meetings.

(a)

Number of Meetings and Attendance. The Board shall be responsible for determining the appropriate number of regular meetings to hold each fiscal year. Currently, the Board holds about six meetings each year. Each director is expected to attend all regular meetings of the Board and of the committees of which he or she is a member, and is expected to make every effort to attend any specially called Board or committee meetings. In addition, each director is expected to attend the annual meeting of stockholders each year. Except for the executive sessions of non-employee directors (as discussed below) and unless otherwise requested by the Board, the President, Chief Financial Officer and General Counsel shall attend all Board meetings. In addition, the Chairman may request other members of management to attend all or portions of Board meetings for discussion purposes or to make appropriate presentations.

(b)

Meeting Agenda. The Board shall be responsible for its agenda, and each director is encouraged to suggest agenda items to the Chairman or the Presiding Director at any time. Prior to each Board meeting, the Presiding Director will review the specific agenda items for that meeting and, if needed, discuss the agenda with the Chairman.

(c)

Pre-Meeting Materials. Prior to each regularly scheduled Board meeting, the Chairman shall distribute appropriate written materials relating to the substantive agenda items to be discussed at that meeting (unless confidentiality or sensitivity concerns suggest that materials be distributed only at the meeting). Each director is encouraged to offer suggestions to either the Chairman or the Presiding Director regarding the nature or extent of information or materials that are regularly distributed in advance of Board meetings.

(d)

Executive Sessions of Non-Employee and Independent Directors. From time to time, the directors who are not also the Company employees shall hold “executive sessions” in which they meet without the directors who are the Company’s employees. An executive session of the non-employee directors shall be a standing agenda item at no less than two regular meetings of the Board each year and, in addition, may be called at any time by the Presiding Director or at the request of a majority of the non-employee directors. The agenda for each executive session of the non-employee directors shall be determined by the Presiding Director, but shall focus principally on the question of whether management is performing its responsibilities in a manner consistent with the direction of the Board.

In addition, the “independent” directors (as determined pursuant to these Principles) shall meet alone in executive session at no less than two regular meetings of the Board each year. Additional executive sessions of the independent directors may be called at any time by the Presiding Director or at the request of a majority of the independent directors. The General Counsel shall attend executive sessions of the non-employee and independent directors as requested by the Presiding Director.

Committees of the Board. The Board shall maintain the following committees to assist it in discharging its oversight responsibilities:

(a)

Audit Committee. The Audit Committee assists the Board in fulfilling its responsibilities to provide oversight with respect to financial statements and reports and other disclosures provided to stockholders, the system of internal controls and the audit process.

(b)

Compensation Committee. The Compensation Committee reviews and approves, on behalf of the Board, the amounts and types of compensation to be paid to the Company’s executive officers and the non-employee directors; reviews and approves, on behalf of the Board, all bonus and equity compensation to be paid to other employees of the Company; and administers the Company’s benefit and equity compensation plans.

(c)

Governance and Nominating Committee. The Governance and Nominating Committee oversees all matters of corporate governance for the Company, including formulating and recommending to the full Board governance policies and processes and monitoring and safeguarding the independence of the Board. In addition, the Governance and Nominating Committee selects, evaluates and recommends to the full Board qualified candidates for election or appointment as directors.

(d)

Finance Committee. The Finance Committee oversees all areas of corporate finance, including capital structure, equity and debt financings, capital expenditures, cash management, banking activities and relationships, investments, foreign exchange activities and share repurchase activities.

(e)

Executive Committee. The Executive Committee may exercise all of the authority of the Board of Directors in the management of the business affairs of the Company to the extent authorized by the resolution providing for the Executive Committee or by subsequent resolution adopted by a majority of the whole Board of Directors.

The Board shall convene other standing or special committees as it deems appropriate. Each committee is governed by a written charter approved by the full Board. Once approved, each committee charter shall be considered to be an integral part of these Principles. Each committee shall review its charter at least annually and shall report the results of such review (including any recommended changes) to the full Board. Whenever a committee, pursuant to its charter, makes a decision or takes an action on behalf of the Board, the committee, through its chair, shall promptly make a report to, or otherwise notify, the full Board of such decision or action.

10.

Membership. The membership of each committee (including the number and identity of directors comprising the committee and the director designated to serve as committee chair) shall be determined by the full Board, acting with the recommendation of the Governance and Nominating Committee. The membership of the committees shall be rotated on a periodic basis. The Audit Committee, the Compensation Committee and the Governance and Nominating Committee shall be comprised entirely of directors who (a) are considered to be “independent” pursuant to the standards described above under “Board Composition and Structure - Independence” and (b) satisfy any additional or supplemental independence standards applicable to the particular committee that have been established under any applicable law, rule or regulation.

11.

Conduct of Committee Meetings. Within the confines of its purpose (as stated in its charter), each committee shall be responsible for determining the frequency and length of committee meetings and the agenda of items to be discussed. The committee chair, in consultation with appropriate members of management, shall develop the agenda for each meeting and shall prepare and distribute appropriate written materials prior to the meeting. The committee chair, generally with the assistance of a designated member of management, shall be responsible for ensuring minutes of each committee meeting are properly recorded, and the Secretary shall incorporate these minutes into the official Board minute book. The committee chair shall be responsible for appraising the full Board on a regular basis of all committee proceedings, determinations and recommendations.

Any director shall be entitled to attend the meeting of any committee, regardless of whether he or she is a member of that committee. Unless otherwise requested by the committee chair, appropriate members of management shall also attend committee meetings for discussion purposes or to make appropriate presentations.

12.

Other Board Operations and Practices.

(a)

Access to Senior Management. Each director shall have complete and open access to management. Directors are encouraged to coordinate such access or contact with management through the Chairman or the Board Liaison Office.

(b)

Director Orientation and Education. The Board Liaison Office, under the guidance of the CEO, the Chief Financial Officer and the General Counsel, shall be responsible for providing orientation materials and arranging orientation meetings for new directors, as well as periodically providing materials or briefing sessions for all directors on subjects that would assist them in discharging their Board duties. Each new director shall, within six months of election to the Board, spend a day at the Company’s headquarters or other facilities for personal briefing by senior management on the Company’s business, its strategic plans, its financial statements and its key policies and practices.

(c)

On-Site Days. Each director is expected to spend at least one day each year on-site at the Company to learn about and review in detail an area of the Company’s business. The day will be spent with management and employees in that business area and the agenda will focus on the operations of that business, the particular strategic and risk issues facing the business and the opportunities presented. These on-site days will be coordinated through the Board Liaison Office.

(d)

Self-Evaluation. The Board will conduct an annual self-evaluation to identify areas of concern or potential issues relating to Board and committee processes, performance and effectiveness and to assess and evaluate the overall effectiveness of individual directors. These evaluations will be administered by the Governance and Nominating Committee and will be reviewed and discussed with the full Board.

(e)

Evaluation of CEO. On an annual basis, the Board shall evaluate the performance and effectiveness of the CEO, as presented by the Compensation Committee.

(f)

Management Succession and Development Planning. The Board, with recommendations from the Compensation Committee, shall approve and maintain a succession plan for the CEO. In addition, on an annual basis, the CEO shall present to the Board a report on succession planning for senior management and a report on management development.

(g)

Compensation of Board. The Compensation Committee shall have the responsibility for recommending to the Board compensation and benefits for non-employee directors. The Board believes that the amount of director compensation should be fair and competitive in relation to director compensation at other companies with businesses similar in size and scope to the Company, the type of compensation should align directors’ interests with the long-term interests of stockholders, and the structure of the compensation program should be simple, transparent and easy for stockholders to understand. On an annual basis, the Compensation Committee shall review non-employee director compensation and benefits (including insurance and indemnity) with the full Board.

(h)

Reporting of Concerns to Independent Directors or the Audit Committee. Anyone who has a concern about the Company’s conduct, accounting, financial reporting, internal controls or auditing matters, may communicate that concern directly to the independent directors (through the Presiding Director) or to the Audit Committee (through the committee chair). Such communications may be confidential or anonymous, and may be e-mailed, submitted in writing or reported by phone to the Company’s Business Ethics Office. All such concerns will be forwarded to the appropriate directors for their review and will be simultaneously reviewed and addressed by the Business Ethics Office or the Office of the Ombuds in the same way that other concerns are addressed by management. The status of all outstanding concerns addressed to the independent directors or the Audit Committee will be reported to the full Board on a quarterly basis. The independent directors, the Presiding Director or the Audit Committee may direct special treatment, including the retention of outside advisors or counsel, for any concern addressed to them. The Company’s Code of Ethics for Senior Executive Officers and Senior Financial Officers prohibits any employee from retaliating or taking any adverse action against anyone for raising or helping to resolve an integrity concern.

(i)

Access to Independent Advisors. The Board and its committees, as well as the non-employee directors acting in executive session as described under “Conduct of Board Meetings - Executive Sessions of Non-Employee and Independent Directors,” shall have the right at any time to retain independent outside financial, legal or other advisors.

(j)

Stockholder Ratification of Independent Auditors. Although the Board acknowledges that current law, rules and regulations, as well as the Charter of the Board’s Audit Committee, require the Company’s independent auditors to be engaged, retained and supervised by the Audit Committee, the Board considers the selection of independent auditors to be an important matter of stockholder concern and considers a proposal for stockholders to ratify such selection to be an important opportunity for stockholders to provide direct feedback to the Board on an important issue of corporate governance. Consequently, the Board will present such a proposal to the stockholders in the proxy statement related to each annual meeting of stockholders.

(k)

Board Interaction with Institutional Investors, the Press and Others. The Board believes that management should speak for the Company. Individual directors may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company. However, it is expected that directors will do so only with the knowledge of the Chairman.

(l)

Review of Board Operations. The Governance and Nominating Committee shall periodically review the Board’s operations under these Principles and shall report to the full Board any material deviations.

By Order of the Board of Directors,

By /s/ John G. Prosser II

John G. Prosser II, Chairman of the Board

Dated March 24, 2015.

EXHIBIT 10.4

CHARTER OF
THE EXECUTIVE COMMITTEE
OF THE BOARD OF DIRECTORS
OF GOLDLAND HOLDINGS CO.

The Executive Committee of Goldland Holdings Co., a Delaware corporation (the “Company”) is a committee of the Board of Directors of the Company, the composition and responsibilities of which are described in this Executive Committee Charter.

Composition. In accordance with Article III of the Bylaws of the Company, the Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate an Executive Committee. The Executive Committee shall consist of no fewer than four members. The members of the Executive Committee shall be appointed by the Board of Directors. The initial Chairman of the Executive Committee shall be Paul Parliament. Thereafter, the Chairman of the Executive Committee shall be appointed by the members of the Executive Committee. The members of the Executive Committee shall serve at the pleasure of the Board of Directors or until their successors shall be duly designated. Vacancies in the Executive Committee shall be filled by the Board of Directors.

Responsibilities. In accordance with Article III of the Bylaws of the Company, during the intervals between the meetings of the Board of Directors, the Executive Committee shall have and may exercise all of the authority of the Board of Directors in the management of the business affairs of the Company to the extent authorized by the resolution providing for the Executive Committee or by subsequent resolution adopted by a majority of the whole Board of Directors. This authorization is subject to the limitations imposed by law, the Bylaws of the Company or the Board of Directors.

Reporting. The Executive Committee shall keep written minutes of each meeting, which shall set forth the Committee’s actions, and shall be duly filed in the Company’s records. Reports of meetings of the Executive Committee, including a report of all actions taken, shall be made to the Board of Directors at its next regularly scheduled meeting, following the Executive Committee meeting, accompanied by any recommendations to the Board of Directors approved by the Executive Committee.

By Order of the Board of Directors,

By /s/ John G. Prosser II

John G. Prosser II, Chairman of the Board

Dated March 24, 2015.

EXHIBIT 10.6

GOLDLAND HOLDINGS CO.

CHARTER OF THE FINANCE COMMITTEE

Purpose. Acting pursuant to Section 141 of the Delaware General Corporation Law and Article III of the Bylaws of Goldland Holdings Co., a Delaware corporation (the “Company”) the Board of Directors of the Company has established a Finance Committee for the purpose of overseeing all areas of corporate finance for the Company and its subsidiaries, including capital structure, equity and debt financings, capital expenditures, cash management, banking activities and relationships, investments, foreign exchange activities and share repurchase activities.

Membership. The Committee will consist of a minimum of three members of the Board of Directors, the majority of whom shall meet the same independence and experience requirements of the Audit Committee of the Company and the applicable provisions of federal law and the rules and regulations promulgated thereunder and the applicable rules of The Nasdaq Stock Market, the New York Stock Exchange, or any other exchange where the shares of the Company may be listed or quoted for sale. The members of the Committee are recommended by the Nominating and Corporate Governance Committee and are appointed by and serve at the discretion of the Board of Directors.

Responsibilities. The Finance Committee shall be responsible for reviewing with the Company’s management, and shall have the power and authority to approve on behalf of the Board of Directors, any and all strategies, plans, policies and actions related to corporate finance, including the following:

(a)

Capital structure plans and strategies and specific equity or debt financings;

(b)

Capital expenditure plans and strategies and specific capital projects;

(c)

Strategic and financial investment plans and strategies and specific investments;

(d)

Mergers, acquisitions and divestitures;

(e)

Cash management plans and strategies and all activities relating to cash accounts and cash investments portfolio, including the establishment and maintenance of bank, investment and brokerage accounts; and

(f)

Plans and strategies for managing foreign currency exchange exposure and other exposures to economic risks.

Notwithstanding the power and authority of the Committee to act on behalf of the Board of Directors with respect to such matters, the Committee, in its discretion, may submit any such matter, along with its recommendation with respect thereto, to the full Board of Directors for consideration and approval.

Authority. Any action duly and validly taken by the Committee pursuant to the power and authority conferred under this Charter shall for all purposes constitute an action duly and validly taken by the Board of Directors and may be certified as such by the Secretary or other authorized officer of the Company.

Meetings and Reports. The Committee shall hold regular meetings at least four times each year generally in conjunction with the regularly scheduled meetings of the Board of Directors, and such special meetings as the Chair of the Committee or the Chairman of the Board may direct. The Committee shall maintain written minutes of its meetings, which will be filed with the minutes of the Board of Directors. At each regularly scheduled meeting of the Board of Directors, the Chair of the Committee shall provide the Board of Directors with a report of the Committee’s activities and proceedings.

By Order of the Board of Directors,

By /s/ John G. Prosser II

John G. Prosser II, Chairman of the Board

Dated March 24, 2015.

EXIBIT 10.6

GOLDLAND HOLDINGS CO.

CHARTER OF THE GOVERNANCE AND NOMINATING COMMITTEE

Purpose

The purpose of the Governance and Nominating Committee of the Board of Directors of Goldland Holdings Co., a Delaware corporation (the “Company”) is to assist the Board in identifying qualified individuals to become Board members and determining the composition of the Board and its committees.

Membership And Procedures

Membership and Appointment. The Committee shall consist of not less than three members of the Board, with the exact number being determined by the Board. The members of the Committee shall be appointed and replaced from time to time by the Board.

Independence. Each member shall meet the independence requirements of applicable provisions of the federal securities laws and the rules promulgated thereunder and the applicable rules of The Nasdaq Stock Market, the New York Stock Exchange, or any other exchange where the shares of the Company may be listed or quoted for sale.

Authority to Retain Advisers. In the course of its duties, the Committee shall have sole authority, at the Company’s expense, to engage and terminate search firms, as the Committee deems advisable, to identify director candidates, including the sole authority to approve the search firm’s fees and other retention terms.

Evaluation. The Committee shall annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board.

Duties And Responsibilities

The Committee shall:

Evaluate and make recommendations regarding the composition and size of the Board.

Determine the composition of committees of the Board, with consideration of the desires of individual Board members.

Monitor compliance with Board and Board committee membership criteria.

Recommend nominees to the full Board to fill vacancies on the Board.

Investigate suggestions for candidates for membership on the Board and shall recommend prospective directors, as required, to provide an appropriate balance of knowledge, experience and capability on the Board, including stockholder nominations for the Board.

By Order of the Board of Directors,

By /s/ John G. Prosser II

John G. Prosser II, Chairman of the Board

Dated March 24, 2015.

Exhibit 10.7

Certificate

Number

SEE REVERSE FOR CERTAIN RESTRICTIONS

Shares

- XXX -

YYYYY

GOLDLAND HOLDINGS CO.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

SERIES A PREFERRED STOCK

The Corporation is authorized to issue 1,005,000,000, consisting of 1,000,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 5,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

This Certifies that XXXXX is the owner of YYYY fully paid and non-assessable shares of the Series A Preferred Stock, par value $0.0001 per share, of GOLDLAND HOLDINGS CO. (the “Corporation”).

This Certificate is transferable only on the books of the Corporation by the holder hereof in person, or by duly authorized attorney, upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officers this ____ day of ____________________, 20___.

_______

CHIEF EXECUTIVE OFFICER

SECRETARY

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES ARE “RESTRICTED SECURITIES” AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH SALE, PLEDGE, OR TRANSFER WOULD BE IN VIOLATION OF THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A STATEMENT OF THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE SECRETARY OF THE CORPORATION.

THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE FACE OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE WRITTEN OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS:

TEN COM - AS TENANTS IN COMMON

UNIF GIFT MIN ACT -

CUSTODIAN

TEN ENT - AS TENANTS BY THE ENTIRETIES

(CUST) (MINOR)

JT TEN - AS JOINT TENANTS WITH RIGHT OF

UNDER UNIFORM GIFTS TO MINORS

SURVIVORSHIP AND NOT AS TENANTS IN

ACT

(STATE)

COMMON

ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST.

FOR VALUE RECEIVED,

HEREBY SELL, ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

OF PREFERRED STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT ___________________________________ ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

EXHIBIT 14.1

GOLDLAND HOLDINGS CO.

CODE OF BUSINESS CONDUCT

Introduction

This Code of Business Conduct (“Code”) applies to Goldland Holdings Co., a Delaware corporation, and all of its subsidiaries, together referred to below as the “Company.”

We expect each employee to use sound judgment to help us maintain appropriate compliance procedures and to carry out our business in compliance with laws and high ethical standards. Each employee of the Company is expected to read this Code and demonstrate personal commitment to the standards set forth in this Code.

Our officers and other supervising employees are expected to be leaders in demonstrating this personal commitment to the standards outlined in this Code and recognizing indications of illegal or improper conduct.

All employees are expected to report appropriately any indications of illegal or improper conduct.

An employee who does not comply with the standards set forth in this Code may be subject to discipline in light of the nature of the violation, including termination of employment.

The Code of Business Conduct is not a detailed guide for all situations you may face. No code can cover every possible situation and no code is a substitute for good judgment and timely communication, given the specific factual situation. Nevertheless, it is a basic statement of what is expected of you and what you can expect from the Company. It is critical that you read and understand this document.

How to Report Your Concerns

Where to Direct Questions. If you have questions about this Code or concerns about any of the matters listed herein, please first consider speaking with your immediate manager or supervisor. If you do not wish to communicate with that person on the matter, or if you conclude that speaking with your immediate manager has not produced results, please feel free to contact any member of our management or director level personnel in the finance, legal, or human resources departments.

Raising Ethical Concerns is Protected. Each of our employees has a responsibility to report any concerns that others in the Company or our agents may have engaged in illegal or unethical conduct relating to our business. If an employee knows of illegal or unethical conduct and allows it to continue by not reporting it, this failure may lead to discipline. We do not discriminate against employees who honestly report their concerns to us. In addition, under federal law, the Company may not discharge or otherwise discriminate against an employee for any lawful act by the employee to provide information or assist in an investigation by us or by the government of violations of federal securities laws.

Exception: Deliberately False Claims Are Prohibited. However, it is a violation of our standards for any employee to communicate any information which the employee knows to be false, including a knowingly false report of illegal or unethical conduct.

Where to Report Your Concerns. If you wish to report or discuss any problem concerning the Company or the matters outlined below, please promptly inform your supervising manager, or report the matter to our in-house General Counsel. If you wish to communicate any matter anonymously, you are free to do so. We will maintain the confidentiality of your communication to the extent possible given the Company’s obligations to take appropriate action under applicable laws. Communications intended to be confidential should be mailed in writing without indicating your name or addressed to the Company at our principal office address. You should keep a copy of this communication yourself in the event you need to show that you took steps to correct a problem you observed. There is a form for the purpose of reporting any such concern attached to this Code.

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Reporting Accounting Related Concerns. In addition to the above, if you have concerns about the Code of Ethical Conduct for Financial Managers, accounting, internal accounting controls, or auditing matters relating to the Company, you should consult our policy on Reporting Suspected Financial Integrity Concerns described in this Code.

Suggestions for Effective Communication. In making a report, including an anonymous report, you should provide as much information as possible in order to allow an investigator to evaluate the report. If specific documents or computer files will show the violation, these should be identified. If possible, you should provide a means by which you can be contacted in the event an investigator needs follow-up information or wishes to report back to you as to what he or she has learned.

Our Commitment to Stockholders

We expect our employees to share a commitment to protect our assets and manage our business in the best interests of our stockholders.

Accuracy of Our Records and Reporting. All financial and other business information pertaining to the Company must be accurately recorded, all financial records and transactions must adhere to our system of internal controls and accounting requirements, and no one shall enter any false or artificial information in our records or reporting systems. All Company information must be reported honestly and accurately, whether in internal personnel, safety, or other records or in information we release to the public or file with government agencies.

Disclosure Controls and Procedures. We are required by SEC rules to maintain effective “disclosure controls and procedures” so that financial and non-financial information we are required to report in our SEC filings is timely and accurately reported both to our senior management and in the filings we make. All employees are expected, within the scope of their employment duties, to support the effectiveness of our disclosure controls and procedures.

Stock Trading and Confidential Information Policy. The Company’s stock trading policy prohibits any employee who is aware of material non-public information concerning the Company from buying or selling securities of the Company or engaging in any other action to take advantage of that information. This policy also applies to information relating to any other company, including our customers, partners or suppliers, obtained in the course of employment. Employees must not disclose or “tip” any of this material nonpublic information to family, friends, or others outside the Company. You should consult our Insider Trading Policy, which sets forth more fully your obligations in this regard.

No Selective Disclosure. In addition, SEC rules also prohibit selective disclosure of material nonpublic information to those outside the Company in most circumstances. Therefore, all employees are expected to assist the Company in keeping all material nonpublic information about the Company strictly confidential unless and until the Company makes an authorized press release or other authorized public communication or filing,

Information to the Public. Our policy is to provide timely public dissemination of material information about our business only through our employees authorized for this purpose. Employees are not under any circumstance to discuss the Company’s financial, business, or other information with the press (except for those employees expressly authorized for this purpose) or on any Internet or other “discussion board,” “chat room,” or similar forum. Requests from the media, analysts, or stockholders about the Company must be forwarded to our Chief Financial Officer for review by our professional staff having responsibility for these matters. Please consult our policy statement on Disclosure of Company Information for additional information regarding your obligations in this regard.

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Protection of Company Assets. Each employee is personally responsible to use the Company’s assets only for our lawful, corporate purposes approved by management. All employees should help the Company protect its assets from misuse, theft, damage, or other loss. Improper or unauthorized personal use of Company assets is prohibited.

Intellectual Property. Employees should help the Company maintain the value of its intellectual property by using care to keep our trade secrets and other nonpublic information confidential, and limit access to nonpublic information to those authorized to use it in their duties for the Company. If customers or suppliers provide nonpublic information to us in their dealings with us, our employees are expected to protect that information in the same manner as the Company’s property. Employees should also consult the Employee Confidentiality Agreement they entered into upon employment with the Company and must abide by its terms.

Communications. Employees are expected to use appropriate judgment and discretion in their email, memos, notes and other formal and informal communications relating to our business. Communications relating to our business must avoid inappropriate or derogatory comments about other individuals or companies, unprofessional language, and unauthorized financial, legal, or business statements.

Retention of Records. Employees are expected to follow the records retention and destruction policies that we implement and communicate from time to time. It is the Company’s policy not to destroy or alter our records or documents (whether in paper form, emails, or otherwise) in response to or in anticipation of any legal proceeding or government inquiry or investigation. Federal criminal liability may be imposed on any person who (i) corruptly alters, destroys, mutilates, or conceals a record, document, or other object with the intent to impair its availability for use in an official proceeding, or (ii) knowingly alters, covers up, falsifies, or makes a false entry in any record, document, or tangible object with the intent to impede or obstruct the investigation or administration of any matter by a federal government agency or bankruptcy court.

Our Commitment to Customers and Business Partners

We are committed to excellence in service and performance for our customers, and building mutually advantageous alliances with our business partners.

Customer Relationships. Our policy is to build lasting relationships with our customers through superior development and support, and honest sales and marketing. We will comply with applicable advertising laws and standards, including a commitment that our advertising and marketing will be truthful, non-deceptive, and fair, and will be backed up with evidence before advertising claims are made. Our policy also prohibits making false or deceptive statements about our competitors, and giving or accepting kickbacks, bribes, inappropriate gifts, and other matters prohibited under the conflict of interest topic in this Code.

Protecting Information about Others. We are committed to treating confidential information of our customers and business partners with at least the level of care we use to protect our own proprietary or confidential information. All employees are expected to use sound judgment in limiting access to confidential information about our customers and business partners to those individuals in the Company who need to know this information to carry out their jobs.

Commitment to Quality. Our long-term reputation and business viability depend upon our continued maintenance of high quality in the products and services we provide. We are committed to deliver our products only in accordance with the documentation, safety, quality control, and other procedures we maintain from time to time.

Special Concerns with Government Customers. Special legal and contracting rules usually apply to our dealings with domestic and foreign government agencies. Many national, state, or other local governmental agencies impose bidding or procurement requirements, special billing and accounting rules, and restrictions on subcontractors or agents we may engage. Domestic or foreign laws or regulations may also impose strict limits on any kind of benefits or gifts offered to officials, including limitations on hiring former government officials or their family members. Our employees who deal with domestic or foreign government agencies are expected to know the laws applicable to these business activities, and to use sound judgment to avoid any violations of the letter or spirit of the laws prohibiting corrupt practices in connection with government contracting.

Suppliers. Our contracts with suppliers of products and services to us are to be based exclusively on the best interests of the Company and its business, reflect a fair price for the deliverables provided to us, and documented in accordance with appropriate approval, contracting, and internal control procedures.

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Business with Third Parties. We expect that our consultants, agents, distributors, subcontractors, and other business partners will adhere to lawful and ethical business practices. It is important to the Company’s reputation that we avoid doing business with companies which violate applicable laws or have reputations which could harm our business. Our policy prohibits engaging agents or other third parties to do indirectly what we as a company should not do under our own policies outlined in this Code.

Our Commitment to Each Other

We expect each employee to promote a positive working environment for all.

Respect for Our Employees. The Company’s employment decisions will be based on reasons related to our business, such as job performance, individual skills and talents, and other business-related factors. Company policy requires adherence to all national, state, or other local employment laws. Company policy prohibits discrimination in any aspect of employment based on race, color, religion, sex, sexual preference, marital status, national origin, disability, or age, within the meaning of applicable laws.

Abusive or Harassing Conduct Prohibited. The Company’s policy prohibits abusive or harassing conduct by our employees toward others, such as unwelcome sexual advances, comments based on ethnic, religious, or racial aspects, or other non-business, personal comments or conduct which makes others uncomfortable in their employment with us. We encourage employees to report harassment or other inappropriate conduct as soon as it occurs. Supervisors must report harassment that they observe or which comes to their attention.

Health and Safety. We expect all employees to help us to maintain a healthy and safe working environment and to report promptly any unsafe or hazardous conditions or materials, injuries, and accidents connected with our business. Employees must not work under the influence of any substances that would impair the safety of themselves or others. All threats or acts of physical violence or intimidation are prohibited, regardless of whether the speaker intended them to be threatening.

Competition

We are committed to compete effectively, but lawfully, in our business markets.

Compliance with Antitrust Laws. The Company and its employees must comply with the antitrust and unfair competition laws of the countries in which the Company engages in business. These laws vary by country and can be complex. Employees having roles which may implicate antitrust laws are responsible for knowing the laws that apply to their business activities, and should speak to the Legal Department if any questions arise. Generally, these laws prohibit or regulate attempts to monopolize or otherwise restrain trade, selling products below cost, price fixing or other agreements with competitors that would divide or allocate customers or otherwise harm customers, “tying” arrangements that require a customer who wishes to buy a given product to buy other products or services, artificially maintaining prices, and certain other overly restrictive agreements. Our employees must not exchange nonpublic sales information with competitors.

Fair Methods of Competition. The Company is committed to competition on a lawful and ethical basis. Our employees must not use improper or illegal means of gaining competitive information that is confidential or proprietary information owned by others. Our employees must not use or disclose confidential or proprietary information which they may have from past employment with other employers.

Conflicts of Interest

We expect all of our employees to avoid allowing their private interests to interfere, or appear to interfere, with the interests of the Company as a whole.

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Generally. Employees are expected to make or participate in business decisions and actions in the course of their employment with us based on the best interests of the Company as a whole, and not based on personal relationships or benefits. Although some general guidelines are provided in this Code, our employees are expected to apply sound judgment to avoid conflicts of interest that could negatively affect the Company or its business, whether or not we have specific rules for that particular situation. Employees are expected to disclose to us any situations that may involve inappropriate or improper conflicts of interests affecting them personally or affecting other employees or those with whom we do business, as described in “How to Report Your Concerns” discussed above.

Business Referrals. A conflict of interest could arise if an employee of the Company, an immediate family member, or close personal friend has a substantial financial or other personal stake in a company that transacts business with us. Employees should not use their position with the Company to influence the negotiation, bidding, or selection process of these business transactions. Employees in a potential conflict of interest situation should disclose the relationship or interest to and seek guidance from their supervisors. In certain circumstances, the employee and his or her supervisor will need to seek the prior written authorization of our Chief Executive Officer or Chief Financial Officer. In similar circumstances, our executive officers shall disclose such interest to and obtain the approval of our Audit Committee. In considering whether to approve the business transaction, we may take into account whether there is likelihood that the relationship will improperly influence the decision to do business with the company and whether we would have a valid business reason to do business with the company if the relationship did not exist.

Personal Investments. Generally, our employees must avoid investments in other companies with which we do business (or that are our competitors) if these investments could create the fact or appearance of a conflict of interest. Investing in less than five percent in publicly traded securities of other companies is generally not prohibited so long as there is no violation of our policy relating to trading while in possession of material nonpublic information about other companies. Employees desiring to invest in more than five percent in publicly traded securities of other companies must first disclose such proposed investment to his or her supervisor and obtain the prior written authorization of our Chief Executive Officer or Chief Financial Officer. Our executive officers shall disclose the proposed investment to and obtain the approval of our Audit Committee.

Corporate Opportunities. Employees must also refrain from purchasing property or otherwise taking for themselves personally a business opportunity that they learn about through their employment with us or use of the Company’s information.

Prohibited Competition. Employees may not compete with us during the term of their employment, and may not initiate any steps to compete with us while still employed by the Company.

Outside Compensation and Activities. While employed by us, our employees must not work for or seek or accept personal payments from any customer, supplier, competitor, distributor, reseller, or other business partner of the Company, except as approved in writing by an authorized officer of the Company. Trade secrets and other nonpublic know-how and information learned at the Company must not be used in activities outside the Company or in other ways that could harm our business.

Outside Board Service. Employees are required to obtain prior written authorization from the Company for service as a director, general partner, manager, officer, or similar position with any privately-held or public business entity or as an appointee to any kind of governmental or quasi-governmental agency or body. Service solely as a director or trustee of nonprofit corporations engaged in charitable activities does not require approval unless that activity could involve improper conflicts of interest.

Gifts and Gratuities. Our employees must not seek or accept gifts or gratuities in the form of services or other items of value from our customers, other business partners, or other parties with whom the Company contracts. Our employees must not offer or give anything of value that could be or appear to be a bribe or otherwise illegal payment. These prohibitions do not apply to items of truly nominal value such as generally free promotional items, assuming these items are not otherwise prohibited by applicable law or custom. Employees should never accept anything that would appear to create a conflict of interest. In the unusual situation where refusal to accept a true gift might hurt our business, be sure to consult the appropriate officer or manager of the Company concerning the proper means of resolving the situation.

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Business Entertainment. Extending or accepting invitations to reasonable meal, public event, and similar business activities incurred for bona fide business purposes are generally acceptable, assuming the costs are not disproportionate to the business purpose and otherwise do not create the fact or appearance of a conflict of interest. Our employees are expected to avoid sponsoring or accepting invitations to highly expensive events funded with corporate funds or personal celebrations such as birthday parties with costs paid with corporate funds at which the business purpose may appear incidental. Attending entertainment events which may appear contrary to professional standards of conduct should be avoided. Government officials should not be invited to entertainment events without first assuring that appropriate management of the Company approves the invitation and confirms that it is not prohibited by law.

Travel. Employees are expected to comply with the Company’s travel policies in effect from time to time. We expect that all travel-related expenses must be used, accurately reported, and recorded in compliance with these policies. If these expenses are to be paid by a customer or other business partner of ours, or if you wish to pay the expenses of your customer or other business contact, or any representative of a government agency, traveling to our location, your manager or one of our officers must approve these in advance.

Legal Compliance Generally

We expect our employees to be committed to pro-active compliance with all applicable laws and regulations affecting the Company and its business. In addition to the laws referred to elsewhere in this Code:

General Standard of Compliance. Our employees must comply with all applicable laws and regulations in every location in which we conduct our business. Competitive factors, personal goals, and pressure from supervisors, customers, or others shall never be an acceptable excuse for violating applicable laws.

Prohibited Corrupt Practices. The Company must comply with the United States Foreign Corrupt Practices Act and other anti-corruption laws that apply wherever we do business. Our employees and agents must not directly or indirectly offer or make a corrupt payment to any domestic or foreign government officials or employees of enterprises owned or controlled by a government agency. Our employees must not engage in any form of fraud, including but not limited to embezzlement, theft, hiding, or misuse of Company assets, or falsification of records.

Prohibited Political Contributions. Unless first approved by an executive officer of the Company, none of our employees shall contribute in the Company’s name or on the Company’s behalf, any cash, services, or property of any kind for or in support of any political candidate, committee, initiative, or activity. No lobbying efforts or contracts shall be undertaken in the Company’s name or on the Company’s behalf without the prior approval of the Chief Financial Officer or the Legal Department.

Import and Export Restrictions. The Company and its employees must comply with applicable restrictions under domestic and foreign laws relating to importing or exporting technology, products, services, or regulated information. Employees who travel on Company business to foreign countries are expected to know and abide by applicable import/export and similar restrictions.

Environmental Laws. We respect the policies and requirements of domestic and foreign laws aimed at protecting the environment. We expect a commitment from our employees to report appropriately any violations of environmental laws and any exposure to hazardous materials or substances which are not being handled or disposed of properly.

Intellectual Property Laws. We expect our employees to conduct our business and use our business systems and facilities in ways which avoid any violations of copyright, trademark, service mark, patent, trade secret, or other intellectual property rights held by third parties.

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Software Development. Our software products must be free and clear of any improper copying or unauthorized use of software code or confidential information owned by third parties. It is against Company policy to intentionally adopt the “look and feel” of software or other products of third parties. Our employees engaged in the development, implementation, and maintenance of our software must avoid any actions that would impair our rightful ownership of our software or our reputation for providing reliable, proprietary software products.

Code of Ethical Conduct for Financial Managers

Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships;

·Provide constituents with information that is accurate, complete, objective, relevant, timely, and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to the SEC and other government agencies, and disseminates in other public communications;

Comply with rules and regulations of federal, state, provincial, and local governments, and other appropriate private and public regulatory agencies;

Act in good faith, responsibly, with due care, competence, and diligence, without misrepresenting material fads or allowing his or her independent judgment to be subordinated;

Respect the confidentiality of information acquired in the course of his or her work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of his or her work is not used for personal advantage;

Share knowledge and maintain skills important and relevant to their constituents’ needs;

Proactively promote ethical behavior as a responsible partner among peers in the work environment and community; and

Achieve responsible use of and control over all assets and resources employed or entrusted to him or her.

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Our Communities

We respect our employees’ involvement in the community, charity, and political activities and causes they may choose, so long as these activities do not interfere with job responsibilities to us. No employee may represent that the employee’s views or activities represent the Company. Our employees must not engage in any unwanted solicitations or pressure toward other employees relating to charitable, religious, or political causes.

Waivers Requested by Our Officers and Directors

This Code applies to our officers as well as to our employees generally. Our directors are also expected to abide by the principles of this Code, within the scope of their duties as directors, as if they were employees of the Company. Any waiver of this code of conduct for any individual officer or director of the Company must be approved, if at all, in advance by a majority of the independent directors serving on our board of directors. Any such waivers granted will be publicly disclosed in accordance with applicable rules, regulations, and listing standards.

Adoption

This Code is adopted effective immediately and applies to all employees, officers, and directors of Goldland Holdings Co. worldwide, including direct and indirect subsidiaries.

By Order of the Board of Directors,

By /s/ John G. Prosser II

John G. Prosser II, Chairman of the Board

Dated March 24, 2015.

Attachment:

Reporting Financial Integrity Concerns

Code of Business Conduct

GOLDLAND HOLDINGS CO.

REPORTING FINANCIAL INTEGRITY CONCERNS

If you have concerns about accounting, internal accounting controls, SEC, or auditing matters relating to our company, you may contact the company’s audit committee of our board of directors directly. Enquiries or communications should be made in writing and mailed to:

Chairman of the Audit Committee

Goldland Holdings Co.

_________________________

You may also raise your concerns by sending an email to our Audit Committee at the following email address: ______________________________.

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EXHIBIT 14.2

AMENDED CODE OF ETHICS FOR SENIOR EXECUTIVE
OFFICERS AND SENIOR FINANCIAL OFFICERS

In addition to the Code of Business Conduct of Goldland Holdings Co., a Delaware corporation (the “Company”) that applies to all employees and directors of the Company, the following shall specifically apply to the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, and all financial officers, including the principal accounting officer (individually, an “Officer” and collectively, the “Officers”).

Each Officer is responsible for full, fair, accurate, timely and understandable disclosure in all periodic reports and financial disclosures required to be filed by the Company with the SEC or disclosed to the Company’s stockholders and/or the public.

Therefore, each Officer shall immediately bring to the attention of the Audit Committee, or Disclosure Compliance Officer, any material information of which the Officer becomes aware that affects the disclosures made by the Company in its public filings and assist the Audit Committee or Disclosure Compliance Officer in fulfilling its responsibilities for full, fair, accurate, timely and understandable disclosure in all periodic reports required to be filed with the SEC.

Each of the Officers shall immediately bring to the attention of the Audit Committee or Disclosure Compliance Officer any information he may have concerning:

(a)

Defects, deficiencies, or discrepancies related to the design or operation of internal controls which may affect the Company’s ability to accurately record, process, summarize, report and disclose its financial data; or

(b)

Any fraud, whether or not material, that involves management or other employees who have influential roles in the Company’s financial reporting, disclosures or internal controls.

Each Officer shall promptly notify the Company’s General Counsel, or the President or Chief Executive Officer as well as the Audit Committee of any information he may have concerning any violation of the Company’s Code of Business Conduct or this Code of Ethics for Senior Executive Officers and Senior Financial Officers, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

Each Officer shall immediately bring to the attention of the General Counsel, the President or the Chief Executive Officer and the Audit Committee any information he may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent of the Company.

The Board of Directors shall determine, or designate appropriate persons to determine, the appropriate actions to be taken in the event of a reported violation of this Code of Ethics for Senior Executive Officers and Senior Financial Officers. The actions taken shall be designed to deter wrongdoing and to promote accountability for adherence to this Code. Such action may include a written notice to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension without pay or benefits (as determined by the Board) and termination of employment.

In determining what action should be taken, the Board, or its designee, shall take into account all relevant information, including:

(a)

The nature and severity of the violation;

(b)

Whether the violations was a single occurrence or repeated occurrences;

(c)

Whether the violation appears to have been intentional or inadvertent;

(d)

Whether the individual in question had been advised prior to the violation as to the proper course of action; and

(e)

Whether or not the individual in question has committed other violations in the past.

Any waiver of this Code of Ethics for Senior Executive Officers and Senior Financial Officers for any Officer must be approved, if at all, in advance by a majority of the independent directors serving on our Board of Directors. Any such waivers granted will be publicly disclosed in accordance with applicable rules, regulations, and listing standards.

By Order of the Board of Directors,

By /s/ John G. Prosser II

John G. Prosser II, Chairman of the Board

Dated March 24, 2015.

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