Attached files

                                  Exhibit 31.1

                        CERTIFICATION OF PERIODIC REPORT

I, David J. Cutler, certify that:


1.   I have reviewed this annual report on  Form 10-K/A of Golden Dragon Holding
     Co.;


2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the Company as of, and for, the periods presented in this report;

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) and
     internal control over financial reporting (as defined in Exchange Act Rules
     13a-15(f) and 15d-15(f) for the Company and have:

     a.   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision  to  ensure  that  material  information  relating  to the
          Company, including its consolidated subsidiaries,  is made known to us
          by others  within those  entities,  particularly  during the period in
          which this report is being prepared;

     b.   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c.   Evaluated the effectiveness of the Company's  disclosure  controls and
          procedures  and  presented  in this report our  conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d.   Disclosed in this report any change in the Company's  internal control
          over  financial  reporting  that occurred  during the  Company's  most
          recent  fiscal  quarter (the  Company's  4th quarter in the case of an
          annual report) that has materially  affected,  or is reasonably likely
          to materially  affect,  the Company's  internal control over financial
          reporting; and







5.   I have disclosed,  based on our most recent  evaluation of internal control
     over financial reporting, to the Company's auditors and the audit committee
     of the Company's  board of directors (or persons  performing the equivalent
     functions):

     a.   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably likely to adversely affect the Company's ability to record,
          process, summarize and report financial information; and

     b.   Any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          control over financial reporting.



     Date: June 29, 2011


                                    /s/ David J. Cutler
                                    -------------------------------------------
                                    David J. Cutler, Chief Executive Officer and
                                            Chief Financial Officer
                                    (Principal Executive & Accounting Officer