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                                  EXHIBIT 31.2

                        CERTIFICATION OF PERIODIC REPORT

I, Gary Herick, 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 registrant as
of, and for, the periods presented in this report;

4.  As  the  registrant's  sole  certifying   officer,   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))  for the  registrant 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 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  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.

5. As the registrant's  certifying officer, I have disclosed,  based on our most
recent  evaluation  of  internal  control  over  financial  reporting,   to  the
registrant's  auditors  and the audit  committee  of the  registrant'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  registrant'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  registrant's
internal control over financial reporting.

Date: September 9, 2014

/s/ Gary Herick
Gary Herick
(Chief Financial Officer