Attached files

                                  Exhibit 31.1

                        CERTIFICATION OF PERIODIC REPORT

I, David J. Cutler, certify that:

     1.   I have reviewed this quarterly  report on Form  10-Q 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
               registrant,  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  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  the
               Company's  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 registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most recent fiscal  quarter (the  registrant's  4th
               quarter  in the case of an  annual  report)  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant'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