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                                                                    Exhibit 31.1
                        CERTIFICATION OF PERIODIC REPORT


I, David J. Cutler, certify that:

1. I have reviewed this annual report on Form 10-K 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.

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: February 5, 2014

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