EXHIBIT 10.1

                          AGREEMENT AND PLAN OF MERGER
                AND REORGANIZATION INTO HOLDING COMPANY STRUCTURE

     THIS AGREEMENT AND PLAN OF MERGER AND  REORGANIZATION  INTO HOLDING COMPANY
STRUCTURE  (this  "Agreement"),  dated as of December 31, 2010, is between CCVG,
Inc., a Delaware  corporation  ("CCVG"),  and Ccaps Co., a Delaware  corporation
that is a  wholly-owned  subsidiary  of CCVG,  Inc.  ("Ccaps"),  as  constituent
corporations, and Golden Dragon Holding Co., a Delaware corporation ("Hold Co.")
that is another wholly-owned subsidiary of CCVG, joins this Agreement,  but Hold
Co. is not a "constituent corporation."

     WHEREAS, on the date hereof, CCVG has authority to issue 110,000,000 shares
of stock,  $0.0001 par value per share,  consisting of 100,000,000 common shares
(the "CCVG Common Stock") and 10,000,000  Preferred  Shares (the "CCVG Preferred
Stock"),  of  which  2,359,407  shares  of CCVG  Common  Stock  are  issued  and
outstanding,  and no shares of CCVG  Preferred  Stock of any class or series are
issued and outstanding.

     WHEREAS,  on the date  hereof,  Ccaps has  authority  to issue  110,000,000
shares of stock,  $0.0001 par value per share,  100,000,000  common  shares (the
"Ccaps Common  Stock") and  10,000,000  Preferred  Shares (the "Ccaps  Preferred
Stock"), of which 1,000 shares of Ccaps Common Stock are issued, outstanding and
owned by CCVG,  and no shares of Ccaps  Preferred  Shares of any class or series
are issued and outstanding.

     WHEREAS,  on the date hereof,  Hold Co. has authority to issue  110,000,000
shares of stock,  $0.0001 par value per share,  consisting of 100,000,000 common
shares (the "Hold Co. Common Stock") and 10,000,000  Preferred Shares (the "Hold
Co.  Preferred  Stock"),  of which  1,000  shares of Hold Co.  Common  Stock are
issued, outstanding and owned by CCVG, and no shares of Hold Co. Preferred Stock
of any class or series are issued and outstanding;

     WHEREAS,  the  respective  Boards of  Directors  of CCVG and Hold Co.  have
determined  that  it is  advisable  and in the  best  interests  of each of such
corporations that they reorganize into a holding company  structure  pursuant to
Section 251(g) of the Delaware  General  Corporation  Law,  pursuant to a merger
(the  "Reorganization  Merger")  between  CCVG and  Ccaps in which  Ccaps  would
survive  and  become a  wholly-owned  subsidiary  of Hold Co.  by  virtue of the
conversion  pursuant to the  Reorganization  Merger of each share of CCVG Common
Stock into a share of Hold Co. Common Stock;

     WHEREAS,  under the respective  certificates of  incorporation  of CCVG, as
amended to date, and Hold Co., the CCVG Common Stock has the same  designations,
rights and powers  and  preferences,  and the  qualifications,  limitations  and
restrictions  thereof,  as the Hold Co.  Common  Stock into which the issued and
outstanding  CCVG  Common  Stock will be  converted  therefore  pursuant  to the
Reorganization Merger;

     WHEREAS,  the certificate of  incorporation  and Bylaws of Hold Co., as the
holding  company  immediately  following  the  Reorganization  Merger,  contains
provisions that are substantially  identical to the certificate of incorporation
and Bylaws of CCVG,  each as amended to date,  immediately  prior to the merger,
other than such  differences  as are permitted by Section 251(g) of the Delaware
General Corporation Law;

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     WHEREAS,  the certificate of  incorporation of CCVG, as amended to date, is
substantially   identical  to  the  certificate  of   incorporation   of  Ccaps,
immediately prior to the Reorganization  Merger,  other than such differences as
are permitted by Section 251(g) of the Delaware General Corporation Law;

     WHEREAS,  the  Boards of  Directors  of Hold Co.,  Ccaps and CCVG,  as sole
stockholder of each of Hold Co. and Ccaps, have approved this Agreement;

     WHEREAS,  the Board of Directors of CCVG have approved this Agreement,  and
shareholder  approval is not required pursuant to Section 251(g) of the Delaware
General Corporation Law;

     WHEREAS,   the  parties  hereto  intend  that  the  Reorganization   Merger
contemplated  by this  Agreement  shall  constitute  a  tax-free  reorganization
pursuant to Section 368(a) (1) of the Internal Revenue Code;

     NOW,  THEREFORE,  in consideration  of the mutual  agreements and covenants
herein contained, CCVG and Ccaps, as the constituent companies, and Hold Co., as
the designated holding company, hereby agree as follows:

     1. Succession.

     (a) Holding  Company.  At the Effective Time, by virtue of the transactions
described  in Sections 2 and 6, Hold Co.  shall  become the  holding  company of
Ccaps,  the  surviving  corporation  of the  merger of CCVG with and into  Ccaps
pursuant to Section 251(g) (3) and (4) of the Delaware General Corporation Law.

     (b) Company  Consolidation.  At the Effective Time, the separate  corporate
existence of CCVG shall cease,  and Ccaps shall succeed to all of the assets and
property  (whether real,  personal or mixed),  rights,  privileges,  franchises,
immunities  and powers of CCVG,  and Ccaps shall assume and be subject to all of
the  duties,  liabilities,  obligations  and  restrictions  of  every  kind  and
description of CCVG, including, without limitation, all outstanding indebtedness
of CCVG,  all in the manner and as more fully set forth in  Sections  251(g) and
259 of the Delaware General Corporation Law.

     2. Merger. Pursuant to the Reorganization Merger, CCVG shall be merged with
and into  Ccaps  and  Ccaps  shall  be the  surviving  corporation  (hereinafter
sometimes referred to as the "Surviving Corporation"). The Reorganization Merger
shall  become  effective  upon  December  31,  2010 after  filing of this Merger
Agreement  with the  Secretary  of State of the State of Delaware in  accordance
with Section 251(g) of the Delaware  General  Corporation  Law, (the  "Effective
Time").

     3.  Certificate  of  Incorporation  of  the  Surviving   Corporation.   The
certificate of incorporation of Ccaps which, as in effect  immediately  prior to
the  Effective  Time,  contains  provisions   substantially   identical  to  the
certificate of incorporation of CCVG, as amended and in effect immediately prior
to  the  Effective  Time,  shall  continue  in  full  force  and  effect  as the
certificate of incorporation of the Surviving Corporation,  except as amended as
set forth  below,  until  further  amended  as  provided  therein  and under the
Delaware General Corporation Law.


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<PAGE>

     (a) A new Article Sixth shall be added to the certificate of  incorporation
of the Surviving Corporation, which reads as follows:

                           "SIXTH.  Any act or  transaction  by or involving the
                  Corporation,  other than the election or removal of directors,
                  that  requires  for its adoption  under the  Delaware  General
                  Corporation Law or under this Certificate of Incorporation the
                  approval of the Corporation's  stockholders shall, pursuant to
                  Section  251(g)  of  the  Delaware  General  Corporation  Law,
                  require, in addition,  the approval of the stockholders of the
                  Corporation's  holding company,  Asiana Dragons,  Inc., or any
                  successor  by merger,  by the same vote as is  required by the
                  Delaware General  Corporation Law and/or by the Certificate of
                  Incorporation of the Corporation."

     4. Directors. The directors of CCVG immediately prior to the Effective Time
are and shall remain the  directors of the  Surviving  Corporation  and Hold Co.
immediately  after the Effective  Time,  to serve until the  expiration of their
respective terms and until their successors are duly elected and qualified.

     5. Officers.  The officers of CCVG immediately preceding the Effective Time
are and shall  remain the  officers of the  Surviving  Corporation  and Hold Co.
immediately  after the Effective  Time, to serve at the pleasure of the Board of
Directors of the respective corporations.

     6.  Conversion  of  Securities.  At the  Effective  Time,  by virtue of the
Reorganization Merger and without any action on the part of the holder thereof:

     (a) each share of CCVG  Common  Stock  issued and  outstanding  immediately
     prior to the Effective  Time shall be changed and converted  into one fully
     paid and nonassessable share of Hold Co. Common Stock;

     (b)  each  share  of  CCVG  Common  Stock  held  in the  treasury  of  CCVG
     immediately prior to the Effective Time shall be cancelled and retired;

     (c) each option,  warrant,  purchase right,  unit or other security of CCVG
     convertible into shares of CCVG Common Stock shall become  convertible into
     the same  number of shares of Hold Co.  Common  Stock as the holder of such
     security would have received if the security had been converted into shares
     of CCVG Common Stock  immediately prior to the Effective Time, and Hold Co.
     shall  reserve for  purposes of the  exercise  of such  options,  warrants,
     purchase  rights,  units or other  securities  an equal number of shares of
     Hold Co.  Common  Stock as the number of shares of CCVG  Common  Stock that
     CCVG had reserved for  issuance as of the moment  immediately  prior to the
     Effective Time; and

     (d) each  share of Ccaps  Common  Stock and each  share of Hold Co.  Common
     Stock issued and outstanding in the name of CCVG  immediately  prior to the
     Effective  Time shall be  cancelled  and  retired  and resume the status of
     authorized  and unissued  shares of Ccaps Common Stock and Hold Co.  Common
     Stock, respectively.

     7. Other  Agreements to Issue Stock.  At the Effective Time, Hold Co. shall
assume any obligation of CCVG to deliver or make available shares of CCVG Common
Stock under any agreement or employee benefit plan to which CCVG is a party. Any
reference to CCVG Common Stock under any such agreement or employee benefit plan
shall be deemed to be a reference to Hold Co. Common Stock and one share of Hold

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Co.  Common  Stock shall be issuable in lieu of each share of CCVG Common  Stock
required to be issued by any such agreement or employee benefit plan, subject to
subsequent  adjustment  as provided in any such  agreement  or employee  benefit
plan.

     8. Hold Co. as Successor to CCVG.  It is the intent of the parties  hereto,
and the parties hereto shall ensure that Hold Co., as of the Effective  Time, be
deemed a "successor  issuer" for purposes of Rule 12g-3(a)  under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

     9.  Further  Assurances.  From time to time,  as and when  required  by the
Surviving  Corporation or by its successors or assigns,  there shall be executed
and  delivered  on behalf of CCVG such  deeds and other  instruments,  and there
shall be taken or caused to be taken by it all such further and other action, as
shall be  appropriate,  advisable  or  necessary  in order to vest,  perfect  or
conform, of record or otherwise, in the Surviving Corporation,  the title to and
possession of all property,  interests, assets, rights, privileges,  immunities,
powers,  franchises  and  authority  of CCVG,  and  otherwise  to carry  out the
purposes of this  Agreement,  and the  officers and  directors of the  Surviving
Corporation  are  fully  authorized,  in the  name  and on  behalf  of  CCVG  or
otherwise,  to take any and all such  action and to execute  and deliver any and
all such deeds and other instruments.

     10.  Certificates.  At and after the Effective Time, all of the outstanding
certificates  which immediately prior thereto  represented shares of CCVG Common
Stock shall be deemed for all purposes to evidence ownership of and to represent
the shares of Hold Co. Common  Stock,  as the case may be, into which the shares
of CCVG Common Stock  represented  by such  certificates  have been converted as
herein  provided and shall be so registered on the books and records of Hold Co.
and its transfer  agent;  provided that Hold Co. shall,  following the Effective
Time,  cause its transfer  agent to demand that the  stockholders  surrender the
certificates which previously  represented CCVG Common Stock in exchange for new
stock  certificates  representing share of Hold Co. Common Stock. The registered
owner of any previously  outstanding  certificate  shall, until such certificate
shall have been surrendered for transfer or otherwise  accounted for to Hold Co.
or its  transfer  agent,  have and be entitled to exercise  any voting and other
rights with  respect to, and to receive any  dividends  and other  distributions
upon, the shares of Hold Co. Common Stock, as the case may be, evidenced by such
outstanding certificate, as above provided.

     11.  Amendment.  The parties hereto,  by mutual consent of their respective
Boards of Directors, may amend, modify or supplement this Agreement prior to the
Effective Time.

     12. Compliance with Section 251(g) of the Delaware General Corporation Law.
Prior to the Effective  Time, the parties hereto have taken all steps  necessary
to comply with Section 251(g) of the Delaware General Corporation Law, including
without limitation, the following:

     (a) Certificate of Incorporation and By-Laws of Surviving  Corporation.  At
     the Effective Time, the certificate of  incorporation  and by-laws of Ccaps
     shall be and are in  substantially  identical  form to the  Certificate  of
     Incorporation  and Bylaws of CCVG,  in each case as  amended  and in effect
     immediately prior to the Effective Time.

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<PAGE>

     (b) Directors and Officers of Surviving Corporation. At the Effective Time,
     the directors and officers of CCVG immediately  prior to the Effective Time
     shall  be and are the  directors  and  officers  of  Ccaps,  in the case of
     directors,  until their  successors  are elected and qualified  and, in the
     case of  officers,  to serve at the  pleasure of the Board of  Directors of
     Ccaps.

     (c) Filings.  At or prior to the Effective Time, the Surviving  Corporation
     shall  cause a copy of this  Agreement  to be  executed  and filed with the
     Secretary of State of the State of Delaware.  At or prior to the  Effective
     Time,  to  the  extent  necessary  to  effectuate  any  amendments  to  the
     certificates  of  incorporation  of the Surviving  Corporation and Hold Co.
     contemplated by this Agreement,  each of the Surviving Corporation and Hold
     Co.  shall  cause to be filed with the  Secretary  of State of the State of
     Delaware such certificates or documents  required to give effect hereto and
     thereto.

     13. Termination.  This Agreement may be terminated,  and the Reorganization
Merger and the other transactions  provided for herein may be abandoned,  at any
time prior to the  Effective  Time,  whether  before or after  approval  of this
Agreement by the Boards of  Directors of Ccaps and CCVG,  by action of the Board
of Directors of CCVG if it determines  for any reason,  in its sole judgment and
discretion,  that  the  consummation  of  the  Reorganization  Merger  would  be
inadvisable or not in the best interests of CCVG and its stockholders.

     14.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.

     15. Descriptive Headings.  The descriptive headings herein are inserted for
convenience  of  reference  only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.

     16.  Governing  Laws.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.


                       [Signatures to Follow on Next Page]




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<PAGE>



     IN WITNESS WHEREOF, CCVG and Ccaps, as constituent  companies,  have caused
this  Agreement  and Plan of Merger  and  Reorganization  into  Holding  Company
Structure to be executed and delivered as of the date first above  written,  and
Hold Co. has joined this Agreement as the newly  designated  holding company for
purposes of carrying out the intent of this Agreement.

                                         CCVG, INC.,
                                         a Delaware corporation


                                         ---------------------------------------
                                         Name: David J. Cutler
                                         Title:   President


                                         CCAPS CO.,
                                         a Delaware corporation


                                         ---------------------------------------
                                         Name:    David J. Cutler
                                         Title:   President


                                         GOLDEN DRAGON HOLDING CO.,
                                         a Delaware corporation


                                         ---------------------------------------
                                         Name:    David J. Cutler
                                         Title:   President




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                            CERTIFICATE OF SECRETARY
                                       OF
                                   CCVG, INC.

 I hereby certify that the Agreement and Plan of Merger and Reorganization  into
Holding  Company  Structure  has been  adopted  pursuant  to  Section  251(g) of
Delaware General  Corporation Laws Act as applicable and that the Resolutions of
the  Board  of  Directors  authorizing  the  Agreement  and Plan of  Merger  and
Reorganization  into  Holding  Company  Structure  have been duly adopted by the
Boards of Directors as applicable.

                                                            CCVG, Inc.,
                                                   a Delaware Corporation



                                                   ----------------------------
Dated: _______________, 2010                       Name:
                                                   Title: Secretary











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<PAGE>


                            CERTIFICATE OF SECRETARY
                                       OF
                                    CCAPS CO.

 I hereby certify that the Agreement and Plan of Merger and Reorganization  into
Holding  Company  Structure  has been  adopted  pursuant  to  Section  251(g) of
Delaware General  Corporation Laws Act as applicable and that the Resolutions of
the  Board  of  Directors  authorizing  the  Agreement  and Plan of  Merger  and
Reorganization  into  Holding  Company  Structure  have been duly adopted by the
Boards of Directors as applicable.

                                                      Ccaps Co.,
                                                      a Delaware Corporation


                                                      -------------------
Dated: ________________, 2010                         Name:
                                                      Title: Secretary













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