EXHIBIT 10.1

                            SHARE PURCHASE AGREEMENT

                                  BY AND AMONG

               GOLDEN DRAGON HOLDING CO., a Delaware corporation,
                                 DAVID J. CUTLER
                                       and
                   CANNAPHARMARX, INC., a Colorado corporation

                               dated May 9, 2014

<PAGE>


                            SHARE PURCHASE AGREEMENT

     This Share Purchase Agreement ("Agreement"), dated as of May 9, 2014, among
Golden Dragon Holding Co., ("GDHC") a Delaware corporation, David J. Cutler (the
"Seller"), and CannaPharmaRX, Inc., a Colorado corporation (the "Buyer").


                              W I T N E S S E T H:

     A. WHEREAS,  the Seller owns 1,421,120 restricted shares of common stock of
Golden Dragon Holding Co. ("GDHC") in the aggregate.

     B.  WHEREAS,  Buyer wish to purchase an aggregate  of 1,421,120  restricted
shares of common stock (the "Purchase  Shares"),  and the Seller desires to sell
the Purchase Shares to Buyer.

     C. WHEREAS,  the Buyer wishes to purchase  additional  shares from GDHC, in
consideration of a capital contribution to pay the outstanding payables as shown
at Day of Closing in the amount of  $296,000  for  9,000,000  restricted  common
shares (new shares).

     D. GDHC is joining this Agreement to provide certain covenants, agreements,
warranties, and representations.

     NOW, THEREFORE, it is agreed among the parties as follows:

                                   ARTICLE I

                                THE CONSIDERATION

     1.1 Subject to the conditions set forth herein,  Seller shall sell to Buyer
and Buyer shall purchase an aggregate of 1,421,120  restricted  shares of common
stock of GDHC  from  Seller  ("Purchase  Shares").  The  purchase  price for the
Purchase Shares to be paid by Buyer to Seller is $54,000 (the  "Consideration"),
paid herewith subject to the conditions hereof, and the new share purchase price
of  $296,000  shall be paid in the form of cash  herewith  for the  purchase  of
9,000,000  restricted common shares of GDHC, the proceeds of which shall be used
to pay the  outstanding  payables  of the  company,  through a  designated  bank
account.

                                   ARTICLE II

                        CLOSING AND CONVEYANCE OF SHARES

     2.1 The  Purchase  Shares  shall be  conveyed  by Seller to Buyer with duly
executed stock powers by depositing all of the Purchase shares with Escrow Agent
for  delivery  to Buyer,  upon  receipt  of the  Consideration  by  Seller,  and
satisfaction of: (a) the conditions  precedent in Article VI; and (b) procedures
in Article V.

                                                                Initials GDHC:
                                                                         Seller:
                                                                         Buyer:
                                      -1-
<PAGE>

     2.2 Closing  hereunder  shall be completed by delivery to escrow to Michael
A. Littman,  Esq. ("Escrow  Account") of the requisite closing  documents,  cash
consideration  and share  certificates on or before May 9, 2014 at 5:00 p.m. MST
("Closing  Date") subject to  satisfaction of the terms and conditions set forth
herein. Consideration may be delivered by Federal Express or wire transfers, and
any closing  documents may be delivered by facsimile,  Federal  Express or other
appropriate means.

     2.3 All parties  agree that time is of the  essence and agree that  Closing
Date  shall  occur  upon  the  earlier  of (a)  May 9,  2014  or  that  (b)  the
satisfaction of (i) the conditions  precedent in Article VI; and (ii) procedures
in  Article  V have  been met and  delivery  of the  Purchase  Shares  have been
delivered to the Escrow Agent.

                                  ARTICLE III

         REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER AS TO GDHC

     Seller and GDHC each hereby  represent,  warrant  and  covenant to Buyer as
follows:

     3.1 GDHC is a corporation  duly  organized and validly  existing  under the
laws of the State of  Delaware.  The  Articles of  Incorporation  and the minute
books of GDHC,  copies of which  have been made  available  to Buyer,  contain a
record,  which  is  complete  and  accurate  in all  material  respects,  of all
meetings,  and all corporate  actions of the shareholders and Board of Directors
of GDHC, from the date of inception in Delaware.

     3.2  (a) The  authorized  capital  stock of GDHC  consists  of  100,000,000
shares of common stock, of which 2,384,407 shares of common stock are issued and
outstanding,  and 10,000,000  shares of preferred  stock, no shares of which are
issued and  outstanding.  During  period  from  inception,  Seller has issued no
options,  warrants,  or other  rights to  purchase,  or  subscribe  to, or other
securities  convertible  into or exchangeable for any shares of capital stock of
GDHC, or contracts or arrangements of any kind relating to the issuance, sale or
transfer  of any  capital  stock  or other  equity  securities  of GDHC.  Seller
warrants that there are no options, warrants, rights, securities, convertible or
exchangeable   for  any  shares  of  capital  stock  of  GDHC  or  contracts  or
arrangements  of any kind  relating  to the  issuance  sale or  transfer  of any
capital stock or other equity securities of GDHC.

          (b) The Seller owns the  Purchase  Shares that the Seller is conveying
pursuant to this  Agreement  beneficially  and of record,  free and clear of any
lien, pledge, security interest or other encumbrance,  and, upon payment for the
Purchase Shares as provided in this  Agreement,  the Buyer will acquire good and
valid title to the Purchase Shares, free and clear of any lien, pledge, security
interest or other  encumbrance.  None of the Purchase  Shares are the subject of
any voting trust agreement or other agreement  relating to the voting thereof or
restricting in any way the sale or transfer  thereof except for this  Agreement.
The  Seller  has full right and  authority  to  transfer  such  Purchase  Shares
pursuant to the terms of this Agreement.

                                                                Initials GDHC:
                                                                         Seller:
                                                                         Buyer:
                                      -2-
<PAGE>

     3.3 Except for the divestiture of CCAPS Co, a prior subsidiary which merged
with CCVG,  Inc. a subsidiary in 2010,  GDHC does not now own, nor has it owned,
during the term of Seller's  ownership of GDHC shares, any outstanding shares of
capital  stock or other equity  interests  of any  partnership,  joint  venture,
trust,  corporation,  limited liability company or other entity and, to the best
of Seller's knowledge, there are no obligations of GDHC to repurchase, redeem or
otherwise acquire any capital stock or equity interest of another entity,  which
have arisen or been contractually  agreed upon during the term of inception,  to
present date.

     3.4 This Agreement has been duly authorized, validly executed and delivered
on  behalf  of the  Seller  and GDHC and is a valid and  binding  agreement  and
obligation of GDHC and Seller enforceable against the parties in accordance with
its terms, subject to limitations on enforcement by general principles of equity
and by bankruptcy or other laws affecting the  enforcement of creditors'  rights
generally,  and Seller and GDHC have  complete and  unrestricted  power to enter
into and, upon the  appropriate  approvals as required by law, to consummate the
transactions contemplated by this Agreement.

     3.5 Neither the making of nor the compliance  with the terms and provisions
of this Agreement and  consummation of the transactions  contemplated  herein by
Seller or GDHC will conflict with or result in a breach or violation of any law,
statute, rule, regulation,  or any existing applicable decree, judgment or order
by any court, federal or state regulatory body,  administrative agency, or other
governmental body having jurisdiction over GDHC or Seller.

     3.6 The representations and warranties of GDHC shall be true and correct as
of the date hereof.  Other than as contained in this Agreement,  Seller makes no
representations  or warranties  whatsoever to Buyer as to any matter relating to
GDHC finances, stock, debts, or any other obligations.

     3.7 No  representation or warranty by GDHC or the Seller in this Agreement,
or any certificate  delivered pursuant hereto contains any untrue statement of a
material  fact or  omits to state  any  material  fact  necessary  to make  such
representation or warranty not misleading.

     3.8 The  Buyer  have not  received  any  general  solicitation  or  general
advertising regarding the shares of Seller's common stock.

                                   ARTICLE IV

             REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE BUYER

     4.1 The Buyer  understand  that the  Purchase  Shares  comprise  restricted
stock,   which  has  not  been  registered  with  the  Securities  and  Exchange
Commission,  any state securities agency or any foreign  securities  agency, and
further,  which has not been  approved  or  disapproved  by the  Securities  and
Exchange  Commission,  any state  securities  agency or any  foreign  securities
agency.

                                                                Initials GDHC:
                                                                         Seller:
                                                                         Buyer:
                                      -3-
<PAGE>

     4.2 The Buyer are acquiring the Purchase  Shares solely for  investment for
his or her own account and not with a view to, or for, resale in connection with
any  distribution  within  the  meaning of any  federal  securities  act,  state
securities act or any other applicable federal or state laws.

     4.3 The Buyer  understand the  speculative  nature and risks of investments
associated with the Purchase  Shares,  and confirms that the Purchase Shares are
suitable  for and  consistent  with  Buyer's  investment  program;  that Buyer's
financial position enables Buyer to bear the risks of this investment;  and that
there is no guarantee  Buyer will be able to sell the Purchase Shares to another
subsequent buyer.

     4.4 Buyer affirm that Buyer will not transfer, encumber, sell, hypothecate,
or  otherwise  dispose of the  Purchase  Shares in any way that will violate any
federal and/or state  securities  laws. 4.5 Buyer have sufficient  knowledge and
experience in financial  matters to evaluate the risks  associated  with Buyer's
willing purchase of the Purchase Shares.

     4.6 Buyer are not a member of, or an  associate or affiliate of a member of
the Financial Industry Regulatory Authority.

                                   ARTICLE V

                              PROCEDURE FOR CLOSING

     5.1 At the Closing Date, the purchase and sale shall be  consummated  after
satisfaction  of all  conditions  precedent set forth in Article VI, by Seller's
restricted  common stock  certificates  for the Purchase Shares being delivered,
duly executed,  for 1,421,120  restricted  shares of common stock, and the newly
issued 9,000,000 restricted common shares of GDHC, upon the delivery of the Cash
Consideration  for Share Purchase to Escrow Agent from the Buyer,  together with
delivery  of  all  other  items,  agreements,   stock  powers,  warranties,  and
representations set forth in this Agreement.

     5.2 Escrow Agent is Michael A. Littman, Esq.

                                   ARTICLE VI

                           CONDITIONS PRECEDENT TO THE
                          CONSUMMATION OF THE PURCHASE

     The following are conditions precedent to the consummation of the Agreement
on execution hereof or before the Closing Date, as may be applicable:

     6.1 Seller and GDHC shall have  performed  and  complied  with all of their
respective  obligations  hereunder which are to be complied with or performed on
or before the Closing Date.

                                                                Initials GDHC:
                                                                         Seller:
                                                                         Buyer:
                                      -4-
<PAGE>

     6.2  GDHC's  Board of  Directors  shall  have  adopted  and  approved  this
Agreement and the actions herein required.

     6.3 No action,  suit or proceeding shall have been instituted or shall have
been  threatened  before any court or other  governmental  body or by any public
authority to restrain,  enjoin or prohibit the transactions contemplated herein,
or which might subject any of the parties hereto or their  directors or officers
to any material liability,  fine,  forfeiture or penalty on the grounds that the
transactions  contemplated  hereby,  the parties  hereto or their  directors  or
officers, have violated any applicable law or regulation or have otherwise acted
improperly in connection  with the  transactions  contemplated  hereby,  and the
parties  hereto  have been  advised  by  counsel  that,  in the  opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

     6.4 The  representations  and  warranties  made by Seller  and GDHC in this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the  Closing  Date,  except to the  extent  that such
representations  and  warranties  may be  untrue on and as of the  Closing  Date
because of changes  caused by  transactions  suggested or approved in writing by
the Buyer.

     6.5 GDHC shall file a Current Report on Form 8K referencing  this Agreement
on or before 4 days after the execution hereof.

     6.6 GDHC shall maintain its OTCQB listing in good standing during all times
prior to the Closing Date.

     6.7 GDHC has remained approved for electronic transfer of shares by DTC.


                                   ARTICLE VII

                           TERMINATION AND ABANDONMENT

     7.1 Anything  contained in this Agreement to the contrary  notwithstanding,
the Agreement may be terminated at any time prior to or on the Closing Date:

          (a)  By mutual consent of parties;

          (b)  If  within  ten days  hereafter,  Buyer  determines,  in its sole
               discretion, that Due Diligence is unsatisfactory;

          (c)  By Buyer,  if any  condition  set forth in Article VI relating to
               the Seller or GDHC has not been met,  however  Buyer  reserve the
               right to recover their payments from Seller and GDHC hereunder;

                                                                Initials GDHC:
                                                                         Seller:
                                                                         Buyer:
                                      -5-
<PAGE>

          (c)  By Seller or Buyer,  if any  suit,  action,  or other  proceeding
               shall  be  pending  or  threatened  by  the  federal  or a  state
               government  before any court or governmental  agency, in which it
               is  sought  to  restrain,   prohibit,  or  otherwise  affect  the
               consummation of the  transactions  contemplated  hereby;  however
               Buyer  reserve the right to recover its payments  from Seller and
               GDHC hereunder.

          (d)  By Buyer, if there is discovered any material error, misstatement
               or  omission in the  representations  and  warranties  of Seller;
               however  Buyer  reserve  the right to recover its  payments  from
               Seller and GDHC hereunder.

          (e)  By the Seller, if the Closing does not occur,  through no failure
               to perform or act by Seller,  on May 9, 2014,  unless extended in
               writing.

                                  ARTICLE VIII

                         CONTINUING REPRESENTATIONS AND
                            WARRANTIES AND COVENANTS

     8.1  The  respective  representations,  warranties,  and  covenants  of the
parties  hereto and the  covenants and  agreements  of the parties  hereto shall
survive  after the closing  under this  Agreement in  accordance  with the terms
thereof.

     8.2 There are no  representations  whatsoever  about any matter relating to
GDHC, Seller or any item contained in this Agreement,  except as is contained in
the express language of this Agreement.

     8.3 Seller and its agents and attorneys shall have no liability  whatsoever
for any matter,  omission or representation  not specifically  disclosed herein,
and Buyer,  as a specific  inducement to Seller hereby  releases  Seller and his
agents and attorneys and covenants not to sue Seller,  his agents and attorneys,
under  any   circumstances   for  any  matter  not  specifically  and  expressly
represented within this document.

                                   ARTICLE IX

                                  MISCELLANEOUS

     9.1 This Agreement  embodies the entire agreement between the parties,  and
there have been and are no agreements,  representations  or warranties among the
parties other than those set forth herein or those provided for herein.

     9.2  To  facilitate  the  execution  of  this  Agreement,   any  number  of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

                                                                Initials GDHC:
                                                                         Seller:
                                                                         Buyer:
                                      -6-
<PAGE>

     9.3 All parties to this  Agreement  agree that if it becomes  necessary  or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the party  requested  to do so will use its best  efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

     9.4 This  Agreement  may not be amended  except by written  consent of both
parties.

     9.5 Any notices,  requests,  or other communications  required or permitted
hereunder shall be delivered  personally or sent by overnight  courier  service,
prepaid, addressed as follows:

To Seller:                 David J. Cutler
                           2460 W. 26th Ave.
                           Suite 380-C
                           Denver, CO 80211

To Buyer:                  CannaPharmaRX, Inc.
                           c/o 7609 Ralston Road
                           Arvada, CO 80211

With a copy to:            Michael A. Littman
                           Attorney at Law
                           7609 Ralston Road
                           Arvada, CO 80002
                           Fax: 303-431-1567
                           e-mail: malattyco@aol.com


or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

     9.6 No press  release or public  statement  will be issued  relating to the
transactions  contemplated by this Agreement without prior approval of the Buyer
and  Seller.  However,  GDHC may  issue at any time any press  release  or other
public  statement  it believes on the advice of its counsel it is  obligated  to
issue to avoid liability  under the law relating to  disclosures,  but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior  notice of and  opportunity  to  participate  in such
release or statement.

     9.7 This  Agreement  shall be governed by and construed in accordance  with
and  enforced  under  the  laws  of the  state  of  Colorado  applicable  to all
agreements  made  hereunder.  Venue  and  jurisdiction  for  any  legal  actions
hereunder shall be District Court in and for Jefferson County, Colorado.

     9.8 In connection with this Agreement the parties have appointed the Escrow
Agent, Michael A. Littman, Esq., who shall be authorized by this agreement to do
the following:

                                                                Initials GDHC:
                                                                         Seller:
                                                                         Buyer:
                                      -7-
<PAGE>

          1)   Accept  the  $54,205  (total  balance of  Purchase  Price for the
               Purchase Shares) from Buyer pursuant to the contract.

          2)   Accept the common stock certificates of GDHC being sold by Seller
               with duly signed and guaranteed  signatures on stock powers,  and
               accept the newly  issued  certificate  of GDHC for the  9,000,000
               restricted  common shares in the name of Buyer,  duly authorized,
               fully paid and nonassessable.  Upon receipt of the payment as set
               forth in 1) above,  deliver the cashier's  checks at closing from
               the escrow in accordance with separate written  instructions from
               Seller,  to pay all of the payables for $296,000,  according to a
               separate list, with $54,000 to Seller.

          3)   Upon final  payment  hereunder,  transmit by Federal  Express the
               stock certificates to Buyer.

          4)   In the event of default in delivery of cash or  certificates by a
               party under this  agreement,  any cash or  certificates  received
               from the other party shall be  returned  to the  remitting  party
               three (3) business days after default,  and the transaction shall
               terminate  with Seller  retaining  the deposit,  if Seller is the
               non-defaulting   party.   If  Seller   defaults  in  delivery  of
               certificates,  then the  initial  deposit  shall be  returned  to
               Buyer.

          5)   Escrow Agent is specifically indemnified and held harmless hereby
               for his actions or inactions in following these instructions.  In
               the event of a dispute  involving the escrow  instructions or the
               consideration  to be  delivered  in escrow,  the Escrow  Agent is
               authorized  to  implead  the  consideration   received  into  the
               District  Court  of  Jefferson  County,  Colorado  upon  ten days
               written  notice,  and be relieved of any  further  escrow  duties
               thereupon. Any and all costs of attorney's fees and legal actions
               of Escrow Agent for any dispute  resolution  or impleader  action
               shall be paid in equal shares by the parties to this agreement.

     9.9 At Closing,  the officers shall resign, and the directors shall appoint
two new  directors  and officers of Buyer's  choice,  with such prior  directors
resigning  effective ten (10) days after  compliance  with the written notice to
shareholders by Section 14f of the Securities and Exchange Act of 1934.

     9.10 GDHC has certain payables to its selling shareholder,  transfer agent,
and attorney from the new share  purchase  proceeds  herein at Closing as of the
execution  hereof,  which  amounts are shown on Exhibit A and shall be paid from
and satisfied upon payment of the disbursement.

     9.11 Legal fees to Michael A. Littman for past services and relating to the
closing under this Agreement shall be included in the payables paid at Closing.

     9.12 Buyer  shall pay for all of the costs and legal fees  required to keep
the company current in its SEC filings until closing, upon invoice.

                                                                Initials GDHC:
                                                                         Seller:
                                                                         Buyer:
                                      -8-
<PAGE>

     9.13 Except as set forth in 9.10 above, Seller shall pay all other payables
of GDHC  incurred  to  closing,  at or prior to  closing,  and  shall  waive and
release, at closing, any payable to Seller.

     9.14 Buyer shall reimburse Seller for advances paid for the 10-Q.


     IN WITNESS  WHEREOF,  the parties have executed this Agreement this 9th day
of May, 2014.

                                               BUYER

GOLDEN DRAGON HOLDING CO.,                     CANNAPHARMARX, INC.,
A Delaware Corporation                         a Colorado Corporation


By:/s/ David J. Cutler                         By: /s/ Gary Herick
 ____________________________                  _____________________________
 David J. Cutler, President                    Gary Herick, CEO




SELLER

/s/ David J. Cutler
________________________________
David J. Cutler, Individually


                                                                Initials GDHC:
                                                                         Seller:
                                                                         Buyer:



                                      -9-