10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-53774

Earth Dragon Resources, Inc.

(Name of Small Business Issuer in its charter)

Nevada	I.R.S. Employer Identification Number
(State or other jurisdiction of	27-4537450
incorporation or formation)
7660-H Fay Avenue, Suite 312
La Jolla, CA	92037
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number: (800) 644-1806

Email: mike@earthdragonresources.com

Securities to be registered under Section 12(b) of the Act: None

Securities to be registered under Section 12(g) of the Exchange Act:

	Name of Exchange on which
Title of each class	each class is to be registered
Common Stock, $.0001	N/A

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a small reporting company. See definition of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Small reporting company [X]

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TABLE OF CONTENTS

Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 2.	Financial Information	6
Item 3.	Properties	9
Item 4.	Security Ownership of Certain Beneficial Owners and Management	9
Item 5.	Directors and Executive Officers	9
Item 6.	Executive Compensation	10
Item 7.	Certain Relationships and Related Transactions, and Director Independence	12
Item 8.	Legal Proceedings	12
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	12
Item 10.	Recent Sales of Unregistered Securities	13
Item 11.	Description of Registrant’s Securities to be Registered	13
Item 12.	Indemnification of Officers and Directors	14
Item 13.	Financial Statements and Supplemental Data	14
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	16
Item 15.	Financial Statements and Exhibits	16
SIGNATURES		16
EXHIBIT INDEX		16

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ITEM 1. BUSINESS

Corporate History

Earth Dragon Resources, Inc. (“The Company”) was incorporated on October 23, 2007 in the State of Nevada. The Company was originally formed to engage in the business of locating and recovering mineral deposits, reserves and precious metals in the State of Nevada and in Ghana, Tanzania and Quebec. The Company began its initial exploration activities in Southwest Nevada with a claim referred to as the "Mountain Queen Lode Claim."

On February 10, 2012, the Company added a marine division with the acquisition of all of the outstanding capital stock of Project X, Inc., a private Nevada corporation (the "Project X"), for Eight Million Five Hundred Seventy Thousand (8,570,000) restricted shares of our common stock, in exchange for all of the issued and outstanding shares of Project X. Project X was a wholly owned subsidiary of the company, and was formed on June 1, 2011, for the purpose of entering in to a Joint Venture with Deep Marine Salvage Inc., a Nevis Corporation ("DMS"). The purpose of the Joint Venture was to engage in the business of locating and recovering valuable cargo from ships lost throughout the world's oceans.

On May 20, 2011, Project X and DMS entered into a Joint Venture Agreement (the "JV Agreement") to set forth the terms of the parties' agreement to create and operate such Joint Venture (the "JV"). The Joint Venture was formed for the financing and salvage of three (3) World War I shipwrecks, which the Company’s management believed contained cargo consisting of precious metals. The UK government issued three (3) licenses for these wrecks to our Joint Venture partner in December 2011.

On April 27, 2012, the parties entered into a Pledge Agreement whereby 10 million shares of the Company’s common stock was issued to DMS to secure the prompt and complete payment and performance when due by the Project X of the JV funding obligations.

On March 6, 2013, Earth Dragon Resources, Inc. terminated the Joint Venture Agreement and the Pledge Agreement it entered into with DMS. In exchange for Earth Dragon's agreement to cancel the Joint Venture, Earth Dragon received an interest in the cargo recoveries from the three (3) World War I shipwrecks that were the subject of the Joint Venture Agreement, equal to two percent (2%) of the total recoveries, with a total maximum payout to Earth Dragon of $5 million.

Pursuant to the Termination Agreement, the 10,000,000 shares issued to DMS in connection with the Pledge Agreement were cancelled and returned to treasury.

Current Operations

On February 13, 2014, Earth Dragon Resources, Inc. entered into a Share Exchange Agreement with Plasmagenix, Inc., a private California corporation, and its shareholders (the “Agreement”), whereby pursuant to the terms and conditions of the Agreement, the shareholders of PlasmaGenix would acquire Thirteen Million Eight Hundred Thousand (13,800,000) shares of our common stock, in exchange for all of the issued and outstanding shares of PlasmaGenix. PlasmaGenix is now held and operated as the Company’s wholly owned subsidiary.

The Company’s current operations consist solely of supporting the operations of its wholly owned subsidiary, PlasmaGenix, Inc. Plasmagenix, Inc., a wholly owned subsidiary of the Company, is a biologics company based in Inglewood, California. Their three lead products, PlasmaNeu, PlasmaGen, and PlasmaPro, have been used for over a decade to treat chronic, non-healing wounds, prevent amputations in high-risk populations, and for use in assisting in the treatment of peripheral neuropathy associated with HIV and Diabetes.

Company’s Products and Services

The Company, through its wholly owned subsidiary PlasmaGenix, is primarily focused on the development of regenerative therapeutics derived from a patient’s own blood and facilitating access to treatment, particularly in high-risk populations. Its lead products have been used to treat chronic pain, sports-related injuries, non-healing wounds as well as debilitating neurological conditions associated with HIV, diabetes, muscular sclerosis, and Charcot-Marie-Tooth disease. The Company is dedicated to developing and commercializing additional regenerative therapeutics. To date, Plasmagenix’s exclusive technology has successfully treated over 10,000 patients.

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PlasmaNeu

PlasmaNeu is platelet derived neurogenic growth factors that act on regenerating peripheral nerves. PlasmaNeu is indicated for peripheral nerve conditions such as HIV-Associated Peripheral Neuropathy and Diabetic Neuropathy.

PlasmaGen

PlasmaGen is a platelet-rich fibrin matrix combined with a collagen microscaffold that is applied topically to a chronic non-healing wound. When used as a wound optimizer, PlasmaGen can enhance angiogenesis and epithelialization prior to the application of autologous dermal cells.

PlasmaPro

PlasmaPro is a unique mixture of platelet rich as well as platelet poor plasma combined with a platelet aggregator to amplify the release of various growth factors. Peri-wound injections of PlasmaPro are used in wound optimization to facilitate and augment angiogenesis as well as epithelialization. 

Industry Overview

The regenerative medicine industry represents a vast network of interdisciplinary companies working in biology, chemistry, and physical sciences. The Alliance for Regenerative Medicine (ARM) estimates that there are more than 700 companies with a regenerative medicine focus ranging from divisions of multinational corporations to smaller organizations focused solely on the sector.

A significant number of regenerative medicine products are already commercially and clinically successful. It is estimated by ARM that in 2012 cell therapy products distributed by biotherapy companies generated over $900 million with 160,000 patients receiving treatments. These numbers are expected to grow exponentially as new treatments and products continue to be approved.

Government Regulation:

Regulation by governmental authorities in the United States and other countries is a significant factor in the development, manufacture, commercialization and reimbursement of our products and services. Virtually all of the products we develop will require marketing approval, or licensure, by governmental agencies prior to commercialization. In particular, human therapeutic products are subject to rigorous preclinical and clinical testing and other approval procedures of the U.S. Food and Drug Administration, or FDA, and similar regulatory authorities in other countries. Various governmental statutes and regulations also govern or influence testing, manufacturing, safety, labeling, storage and record keeping related to such products and their marketing. State, local and other authorities may also regulate pharmaceutical manufacturing facilities. The process of obtaining these approvals and the subsequent compliance with appropriate statutes and regulations require the expenditure of substantial time and money, and there can be no guarantee that approvals will be granted.

Privacy Law

Federal and state laws govern our ability to obtain and, in some cases, to use and disclose data we need to conduct research activities. Through the Health Insurance Portability and Accountability Act of 1996, or HIPAA, Congress required the Department of Health and Human Services to issue a series of regulations establishing standards for the electronic transmission of certain health information. Among these regulations were standards for the privacy of individually identifiable health information. Most health care providers were required to comply with the Privacy Rule as of April 14, 2003.

HIPAA does not preempt, or override, state privacy laws that provide even more protection for individuals' health information. These laws' requirements could further complicate our ability to obtain necessary research data from our collaborators. In addition, certain state privacy and genetic testing laws may directly regulate our research activities, affecting the manner in which we use and disclose individuals' health information, potentially increasing our cost of doing business, and exposing us to liability claims. In addition, patients and research collaborators may have contractual rights that further limit our ability to use and disclose individually identifiable health information. Claims that we have violated individuals' privacy rights or breached our contractual obligations, even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.

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Other Regulations

In addition to privacy law requirements and regulations enforced by the FDA, we also are subject to various local, state and federal laws and regulations relating to safe working conditions, laboratory and manufacturing practices, the experimental use of animals and the use and disposal of hazardous or potentially hazardous substances, including chemicals, micro-organisms and various radioactive compounds used in connection with our research and development activities. These laws include, but are not limited to, the Occupational Safety and Health Act, the Toxic Test Substances Control Act and the Resource Conservation and Recovery Act. Although we believe that our safety procedures for handling and disposing of these materials comply with the standards prescribed by state and federal regulations, we cannot assure you that accidental contamination or injury to employees and third parties from these materials will not occur. We may not have adequate insurance to cover claims arising from our use and disposal of these hazardous substances.

Competition

Our industry is subject to rapid and intense technological change. We face, and will continue to face, intense competition from pharmaceutical, biopharmaceutical and biotechnology companies, as well as numerous academic and research institutions and governmental agencies engaged in drug discovery activities or funding, both in the U.S. and abroad. Some of these competitors are pursuing the development of drugs and other therapies that target the same diseases and conditions that we target in our commercial, clinical and preclinical programs.

Many of the companies competing against us have financial and other resources substantially greater than our own. In addition, many of our competitors have significantly greater experience in testing pharmaceutical and other therapeutic products, obtaining FDA and other regulatory approvals of products, and marketing and selling those products. Accordingly, our competitors may succeed more rapidly than we will in obtaining FDA approval for products and achieving widespread market acceptance. If we obtain necessary regulatory approval and commence significant commercial sales of our products, we will also be competing with respect to manufacturing efficiency and marketing capabilities, areas in which we have limited or no commercial-scale experience.

Reports to Security Holders.

(1) The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report.

(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.

(3) The public may read and copy any materials the Company files with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

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Emerging Growth Company

We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:

(a) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

(b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;

(c) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

(d) the date on which such issuer is deemed to be a large accelerated filer, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto..

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

ITEM 1A. RISK FACTORS

Risks Related to our Company

Our generating minimal revenues from operations makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

For the twelve months ending May 31, 2015, we have generated minimal revenues and incurred a loss of ($26,035). As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data.  Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses.  If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price.   

Our auditor has indicated in its report that there is substantial doubt about our ability to continue as a going concern as a result of our lack of revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

Our auditor has indicated in its report that our lack of revenues raise substantial doubt about our ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty. If we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

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Because we have a limited history of operations we may not be able to successfully implement our business plan.

We have less than two years of operational history in our industry. Accordingly, our operations are subject to the risks inherent in the establishment of a new business enterprise, including access to capital, successful implementation of our business plan and limited revenue from operations. We cannot assure you that our intended activities or plan of operation will be successful or result in revenue or profit to us and any failure to implement our business plan may have a material adverse effect on the business of the Company. 

If we fail to effectively manage our growth, our business, brand and reputation, results of operations and financial condition may be adversely affected.

We may experience a rapid growth in operations, which may place significant demands on our management team and our operational and financial infrastructure. As we continue to grow, we must effectively identify, integrate, develop and motivate new employees, and maintain the beneficial aspects of our corporate culture. To attract top talent, we believe we will have to offer attractive compensation packages. The risks of over-hiring or over compensating and the challenges of integrating a rapidly growing employee base may impact profitability.

Additionally, if we do not effectively manage our growth, the quality of our services could suffer, which could adversely affect our business, brand and reputation, results of operations and financial condition. If operational, technology and infrastructure improvements are not implemented successfully, our ability to manage our growth will be impaired and we may have to make significant additional expenditures to address these issues. To effectively manage our growth, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. This will require that we refine our information technology systems to maintain effective online services and enhance information and communication systems to ensure that our employees effectively communicate with each other and our growing base of customers. These system enhancements and improvements will require significant incremental and ongoing capital expenditures and allocation of valuable management and employee resources. If we fail to implement these improvements and maintenance programs effectively, our ability to manage our expected growth and comply with the rules and regulations that are applicable to publicly reporting companies will be impaired and we may incur additional expenses.

We depend heavily on key personnel, and turnover of key senior management could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions of our Chief Executive Officer. If we lose his services or if he fails to perform in his current position, or if we are not able to attract and retain skilled employees as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key employees in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.

Our management has limited experience in managing the day to day operations of a public company and, as a result, we may incur additional expenses associated with the management of our company.

Our Chief Executive Officer is responsible for the operations and reporting of our company. The requirements of operating as a small public company are new to our management. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. We anticipate that the costs associated with SEC requirements associated with going and staying public are estimated to be approximately $25,000 in connection with this registration statement and thereafter $25,000 annually. If we lack cash resources to cover these costs in the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cash flow and financial condition after we commence operations.

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We may be subject to regulatory inquiries, claims, suits prosecutions which may impact our profitability.

Any failure or perceived failure by us to comply with applicable laws and regulations may subject us to regulatory inquiries, claims, suits and prosecutions. We can give no assurance that we will prevail in such regulatory inquiries, claims, suits and prosecutions on commercially reasonable terms or at all. Responding to, defending and/or settling regulatory inquiries, claims, suits and prosecutions may be time-consuming and divert management and financial resources or have other adverse effects on our business. A negative outcome in any of these proceedings may result in changes to or discontinuance of some of our services, potential liabilities or additional costs that could have a material adverse effect on our business, results of operations, financial condition and future prospects.

Risks Related to our Business

Implications of Being an Emerging Growth Company.

As a company with less than $1.0 billion in revenue during its last fiscal year, we qualify as an "emerging growth company" as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies.  These provisions include:

• a requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis included in an initial public offering registration statement;

• an exemption to provide less than five years of selected financial data in an initial public offering registration statement;

• an exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal controls over financial reporting;

• an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;

• an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; and

• reduced disclosure about the emerging growth company's executive compensation arrangements.

An emerging growth company is also exempt from Section 404(b) of Sarbanes Oxley which requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until such time as we cease being a Smaller Reporting Company.

As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.  In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  We have elected to take advantage of the benefits of this extended transition period.  Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

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We would cease to be an emerging growth company upon the earliest of:

- the first fiscal year following the fifth anniversary of this offering,

- the first fiscal year after our annual gross revenues are $1 billion or more,

- the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or

- as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

Our lack of history within our industry makes evaluating our business difficult.

We have a limited operating history within our industry and we may not sustain profitability in the future.

To sustain profitability, we must:

- develop and identify new clients in need of our products;

- compete with larger, more established competitors in pharmaceutical, nutraceutical and biologic industry

- maintain and enhance our brand recognition; and

- adapt to meet changes in our markets and competitive developments.

We may not be successful in accomplishing these objectives. Further, our lack of operating history within our industry makes it difficult to evaluate our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development, particularly companies in highly competitive industries. The historical information in this report may not be indicative of our future financial condition and future performance. For example, we expect that our future annual growth rate in revenues will be moderate and likely be less than the growth rates experienced in the early part of our history. 

Our product will remain subject to ongoing regulatory review and if we fail to comply with continuing regulations, the sale of any of our approved commercial products could be suspended.

The manufacturing, labeling, packaging, adverse event reporting, storage, advertising, promotion, and record keeping related to our products will remain subject to extensive regulatory requirements. If we fail to comply with the regulatory requirements of the FDA and other applicable domestic and foreign regulatory authorities or discover any previously unknown problems with any approved product, manufacturer, or manufacturing process, we could be subject to administrative or judicially imposed sanctions, including:

● restrictions on the products, manufacturers, or manufacturing processes;

● warning letters;

● civil or criminal penalties;

● fines;

● injunctions;

● product seizures or detentions;

● pressure to initiate voluntary product recalls;

● suspension or withdrawal of regulatory approvals; and

● refusal to approve pending applications for marketing approval of new products or supplements to approved applications.

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Our industry is highly competitive, and our products may become obsolete.

We are engaged in a rapidly evolving field. Competition from other pharmaceutical companies, nutraceutical companies, biotechnology companies and research and academic institutions is intense and likely to increase. Many of those companies and institutions have substantially greater financial, technical and human resources than we do. Those companies and institutions also have substantially greater experience in developing products, conducting clinical trials, obtaining regulatory approval and in manufacturing and marketing pharmaceutical products. Competitors have developed or are in the process of developing technologies that are, or in the future may be, the basis for competitive products. We are aware of potential competitors developing products similar to ours. Our competitors may succeed in developing products that are more effective and/or cost competitive than our current products, that would render our products less competitive or even obsolete.

Expanding our product offerings or number of offices may not be profitable.

We may choose to develop new products to offer. Developing new products involves inherent risks, including:

- our inability to estimate demand for the new offerings;

- competition from more established market participants;

- a lack of market understanding.

In addition, expanding into new geographic areas and/or expanding current products offerings is challenging and may require integrating new employees into our culture as well as assessing the demand in the applicable market.

If we are unable to establish suitable sales and marketing capabilities to market and sell our products, we may become profitable

In order to market and sell our products, we currently intend to build and develop our own sales, marketing and distribution operations in the United States, Canada and Europe. Although our management team has previous experience with such efforts, there can be no assurance that we will be successful in building these operations. If we are unable to establish adequate sales, marketing and distribution capabilities, we may not be able to become profitable. We will also be competing with many companies that currently have extensive and well-funded sales and marketing operations. If any of our product candidates are approved, we may be unable to compete successfully against these more established companies.

We rely completely on third-party suppliers to manufacture our clinical drug supplies for our product candidates, and we intend to rely on third parties to produce non-clinical, clinical and commercial supplies of any future product candidate.

We do not currently have, nor do we plan to acquire, the infrastructure or capability to internally manufacture our products, or any future product candidates. We lack the internal resources and the capability to manufacture any products on a commercial scale. Reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured products ourselves Although we are primarily responsible for regulatory compliance with respect to the manufacture of our products, we rely on the third party for regulatory compliance and quality assurance activities. The possibility of breach of the manufacturing agreement by the third party because of factors beyond our control and the possibility of termination or nonrenewal of the agreement by the third party, based on its own business priorities, at a time that could be costly or damaging to us. In addition, although we are not in control of the day to day activities of our third-party manufacturers, we are nonetheless responsible for ensuring that our products are manufactured according to applicable domestic or foreign standards.

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Risks Related to the Market for our Stock

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.  We anticipate that our common stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, none of which are independent, to perform these functions.

We do not have an audit or compensation committee comprised of independent directors.  Indeed, we do not have any audit or compensation committee.  These functions are performed by the board of directors as a whole.  No members of the board of directors are independent directors.  Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

We may, in the future, issue additional shares of common stock, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation, as amended, authorize the issuance of additional shares of of common stock.   The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of the Company.

Though not now, we may be or in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

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The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.

Nevada’s control share law may have the effect of discouraging takeovers of the corporation.

In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acuiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of Supreme from doing so if it cannot obtain the approval of our board of directors.

There is no current established trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained.  While we intend to seek a quotation on the OTC Bulletin Board, there can be no assurance that any such trading market will develop, and purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

Opt-in right for emerging growth company

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

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ITEM 2. FINANCIAL INFORMATION

SELECTED FINANCIAL DATA

		May31,			May31,
		2015			2014
Assets
CurrentAssets
Cash	$		6,295	$		(32)
Inventory			7,782			-
Prepaidexpenses			—			8,000
Total CurrentAssets		14,077				7,968
	$	14,077		$		7,968
Liabilities and Shareholders’Deficit
CurrentLiabilities
Accountspayable	$		103	$		-
Due to relatedparties		90,000				73,960
Notespayable-Current		26,980				26,980
Total CurrentLiabilities		117,083			100,939
Long-term debt, net (Note6)		23,481				23,481
Totalliabilities		140,564			124,420
Shareholders’ deficit (Notes10-12)
Common stock, $.0001 par value; 2,850,000,000 sharesauthorized,
25,948,960 and 25,648,960 for 2015 and 2014respectively			3,595			2,565
Additional paid-in capital		751,619			736,649
Deficit accumulated during the explorationstage		(881,701)			(855,666)
Total shareholder’sequity		(126,487)			(116,452)
	$	14,077		$		7,968

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We are an emerging growth company (EGC) that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (the JOBS Act), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commissions (SEC’s) reporting and disclosure rules (See Emerging Growth Companies section above).

Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through the successful development and commercialization of the regenerative therapeutic products produced by our wholly-owned subsidiary, PlasmaGenix. We expect sales of our products to increase as we achieve greater market penetration. We believe these products have the greatest long-term potential for revenue and profitability, and we expect to focus our management and financial resources principally on them.

We also plan to expand our product offerings by developing and commercializing additional regenerative therapeutics.

We have incurred annual operating losses and expect to incur substantial operating losses in the future in connection with the development of our products. These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, successfully develop and market our products, and ultimately, achieve profitable operations.

We may decide to seek additional financing through public or private issuance of equity or through the debt market. However, there can be no assurance that additional financing or partnering revenues will be available to us in the future or on terms that will be acceptable to us. 

Results of Operations:

Revenues

For the year ended May 31, 2015, we generated revenues of $40,533. For the year ended May 31, 2014, we generated no revenues.

Operating Expenses

Total operating expenses for the 12 months ended May 31, 2015 were $45,963. We incurred no operating expenses for the year ended May 31, 2014.

Net Loss

For the year ended May 31, 2014 and the year ended May 31, 2015, we incurred a net loss of $24,123 and $26,035 respectively. The losses incurred were primarily due to operating expenses as well as losses from discontinued operations.

Capital and Source of Liquidity

We have no material commitments for capital expenditures.  We have no plans for future capital expenditures at this time.

The Company has suffered a loss from operations and has negative cash flows from operations, and in all likelihood will be required to make significant future expenditures in connection with marketing efforts along with general administrative expenses. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its business plan of licensing songs to the television and music industry for use in television shows or movies on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.

14

Future revenues from the sale of our productswill determine the amount of additional financing necessary to continue operations.

The board of directors has no immediate offering plans in place.  The board of directors shall determine the amount and type of financing as our financial situation dictates.

 Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

We considered the quality and variability of information regarding the financial condition and operating performance that may have changed in the past and may change in the future that may have a material effect, and have quantified them where possible.  Specifically, we considered risk of variability with changes in contract that may affect the recognition of income and also the possibility of changes in the tax code that may affect the long term rates of return.

 Off Balance Sheet Arrangements.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Burden of SEC Reporting Requirements

We have chosen to become a "reporting company" and hereafter we will be subject to the information and reporting requirements of the Securities Exchange Act of 1934.

Accordingly, we will be obligated to file a Form 10-K with audited financial statements annually, a Form 10-Q with unaudited financial statements quarterly and other reports with the Securities and Exchange Commission that are both costly and time consuming. These filings will place additional burdens on us, both financially and with regard to the demands on the time of our executive officers.  If we cease filing these reports, our common stock would no longer be eligible for quotation on the Over-the-Counter Bulletin Board, and/or OTCQB, which could reduce the value and liquidity of your investment in our shares.  If we are not required under Section 12(g) or otherwise to be a mandatory Exchange Act filer because of the fact that we have less than 500 shareholders, we intend to continue as a voluntary reporting company, although we would not be subject to the proxy statement or other information requirements of the Securities Exchange Act. In the event that we are unable to establish a base of operations that generates sufficient cash flow or we are unsuccessful in obtaining additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations. If we subsequently decide to cease filing reports, our securities could no longer be quoted on the Over-the-Counter Bulletin Board and/or the OTCQB. This could reduce the value and liquidity of your investment in our shares.

15

Controls and Procedures

During the years ended May 31, 2015 and May 31, 2014, respectively, there were no changes in our internal controls over financial reporting (as defined in Rule 13a- 15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer has made an evaluation of the disclosure controls and procedures relating to the financial statements for the twelve months ending May 31, 2015 and has concluded such controls and procedures to be effective as of May 31, 2015 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. Management is currently evaluating the current disclosure controls and procedures in place to see where improvements can be made.

 16

ITEM 3. PROPERTIES

The Company’s principal executive offices are located at the address of: 7660-H Fay Avenue, Suite 312 La Jolla, CA 92037. These offices are provided by the officer of the company at no cost.

PlasmaGenix, Inc. maintains its principal office space at 3661 Torrance Blvd., Suit 201, Inglewood, CA 90504. These offices are provided by the officer of the company at no cost

The Company  believes that its current office space will be adequate for the foreseeable future. We have no plans to lease additional space in the next twelve months. Should the Company be required to obtain suitable facilities in the future, it believes it can obtain the required facilities at competitive rates.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this registration statement, the number of shares of common stock owned of record and beneficially by executive officers, directors and persons who beneficially own more than 5% of the outstanding shares of our common stock.

Name	Amount and Nature of Beneficial Ownership		Percentage of Class
J. Michael Johnson	4,000,000		14.7%
Jason A. Sunstein Family Investments, LLC		4,000,000	14.7%
Plum Grove Investments		7,040,000	25.9%
James Hayes		2,760 000	10.0%

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information about our directors and executive as of July 31, 2105:

Name	Age	Position(s)
J. Michael Johnson	49	President, CEO, Secretary, Treasurer and Director

J. Michael Johnson, CEO and Director

Mr. Johnson has been President and CEO of Earth Dragon Resources, Inc. since February 2012.  Mr. Johnson holds over 20 years of experience in the public and private capital markets. Mr. Johnson’s financial career began at Fidelity Investments in 1990 in the institutional trading division. For the years of 1994-2005 Mr. Johnson acted as an independent consultant for multiple private and public companies. He assisted management in obtaining institutional investors and analyst coverage to maximize shareholder value. His primary focus has been identifying funding sources, structuring financing and negotiation of the transaction. Mr. Johnson has participated in IPO’s, secondary offerings, debt and equity financings, as well as private placements both on the retail and institutional level. His entry into the public markets began with various broker dealers in both retail and institutional sales. Between the years of 2005 and 2011, Mr. Johnson served as the co-founder of Johnson and West, Inc. which started both Maku Furniture and Eco-Shop which specializes in unique design and eco-friendly furniture manufactured in Indonesia and other brands/products from over 50 companies which are part of the sales channel. He received his Bachelor of Science degree in Economics in 1989 from Fitchburg State University.

17

Significant Employees.

None.

Family Relationships.

None.

Involvement in Certain Legal Proceedings.

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past ten years. 

ITEM 6. EXECUTIVE COMPENSATION

Mr. Johnson, our sole officer and director, does not receive any compensation for his services rendered to our company since inception, has not received such compensation in the past other than as described below and is not accruing any compensation pursuant to any agreement with us. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity.

There are no current employment agreements between the Company and its executive officer or understandings regarding future compensation.

The following table shows for the period ended May 31, 2015, the compensation awarded (earned) or paid by us to our named executive officers or acting in a similar capacity as that term is defined in Item 402(a)(2) of Regulation S-K. There are no understandings or agreements regarding compensation that our management will receive after a business combination that is required to be included in this table, or otherwise.

SUMMARY COMPENSATION TABLE
Name and principal position	Fiscal Year		Salary ($)		Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive  Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All  Other Compensation ($)	Total ($)
J. Michael Johnson, President		May. 31, 2015	—	—		-	—	—	—	—	—
May 31, 2015

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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We utilize the office space and equipment of our management at no cost.

Except as set forth above, there have been no related party transactions, or any other transactions or relationships required to be disclosed.

Board Independence:

We have not:

- Established our own definition for determining whether our director and nominees for directors are "independent" nor have we adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current directors would not be deemed to be "independent" under any applicable definition given that they are officers of the Company; nor,

- Established any committees of the Board of Directors.

Given the nature of our company, our limited shareholder base and the current composition of our management, our Board of Directors does not believe that we require any corporate governance committees at this time.

ITEM 8. LEGAL PROCEEDINGS

In the ordinary course of our business, we may be subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. Presently, there are not any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no established public trading market for our common stock.  nor can we give any assurance that one will develop. As of the date hereof, none of our shares of common stock are subject to outstanding options or warrants, nor do we have any outstanding equity that is convertible into shares of our common stock. In addition, as of the date hereof, none of our shares of common stock are eligible to be sold pursuant to Rule 144 of the Securities Act, and we have not granted any registration rights to any of our stockholders. No stock has been authorized for issuance under any equity compensation plans.

As of June 30, 2015, we had 27,151,143 shares of common stock outstanding.  

Holders 

As of June 30, 2015, the Company had 60 stockholders of record of its common stock. The number of record holders was determined from the records of the Company's transfer agent.

Dividends

We have not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of our management to utilize all available funds for the development of our business. The payment of dividends will be at the discretion of our Board of Directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payments of dividends present in any of our future debt agreements and other factors our Board of Directors may deem relevant. The payment of dividends will also be subject to the requirements of the Nevada Revised Statutes.

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Shares Eligible for Future Sale

Our shares of common stock are not registered under the securities laws of any state or other jurisdiction, and accordingly there is no public trading market for our common stock. Further, no public trading market is expected to develop in the foreseeable future unless and until the Company files a registration statement under the Securities Act.

23,080,002 (85%) of our outstanding shares of our Common Stock are “restricted” shares as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), and can only be sold or otherwise transferred pursuant to a registration statement under the Securities Act or pursuant to an available exemption from registration.

The exemption most commonly relied upon for resales of restricted securities from the registration requirements has been based on the provisions of Rule 144 of the Securities Act. Rule 144 will be available for those shares held for more than one year immediately after the initial filing of this Registration Statement by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

· On March 10, 2015, the Company issued 300,000 shares of common stock to J.D. Mason Investments Ltd. at and agreed value of $0.05 per share in exchange for consulting services provided to the Company. The shares were issued pursuant to an exemption from registration provided by Section 4(2).

· On November 20, 2014, the Company issued a $25,000 Convertible Promissory Note (“Note”) to an accredited investor; with a term of one (1) year; interest of twelve percent (12%); and convertible into the Company’s common stock at conversion rate of $0.05 per share. The Note was issued in reliance on the exemptions for sales of securities not involving a public offering.

• On November 10, 2014, the Company issued a $25,000 Convertible Promissory Note to an accredited investor; with a term of one (1) year; interest of twelve percent (12%); and convertible into the Company’s common stock at conversion rate of $0.05 per share. The Note was issued in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act of 1933, as amended (the "Securities Act") and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D.

· On October 15, 2014, the Company issued a $50,000 Convertible Promissory Note to an accredited investor; with a term of one (1) year; interest of twelve percent (12%); and convertible into the Company’s common stock at conversion rate of $0.05 per share. The Note was issued in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act of 1933, as amended (the "Securities Act") and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D.

· On April 1, 2014, the Company issued 13,800,00 shares of common stock to three shareholders, pursuant to a Share Exchange Agreement with the selling shareholders of PlasmaGenix, Inc., a California corporation. The shares were issued in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act of 1933, as amended (the "Securities Act") and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D.

· On March 29, 2014, the Company issued 50,000 shares of common stock at a price of $0.05 per share, pursuant to a share purchase agreement. The shares were was issued in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act of 1933, as amended (the "Securities Act") and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D.

 20

· On February 13, 2014, Earth Dragon Resources, Inc. entered into a Share Exchange Agreement with Plasmagenix, Inc., a private California corporation, and its shareholders in which the Company issued a total of 13,800,000, shares of common stock to the owners of PlasmaGenix. These shares were issued in exchange for all of the issued and outstanding shares of PlasmaGenix. Of the shares issued, 7,040,000 were issued to Plum Gove Investments, 2,760,000 were issued to James Hayes, 2,298,980 shares were issued to John Simmonds and the remaining 1,701,020 shares were issued to Caleb DeRosiers.

• On February 10, 2014, the Company entered into a Management Agreement (the “Management Agreement”) with James Hays, John Simmonds, M.D. and Caleb DesRosiers (collectively, the “Managers”), whereby pursuant to the terms and conditions of the Management Agreement, the Company engaged the Managers to manage PlasmaGenix in exchange for the Managers receiving from the Company an initial annual base salary of up to $70,000.  On the first business day of each calendar quarter, the Managers have the right to convert accrued and unpaid salary into shares of the Company’s common stock, at a price based on the average close sale price of the company’s common stock for the last three (3) trading days of the prior quarter.  The term of engagement, unless terminated earlier in accordance with the provisions of the Management Agreement, is from September 18, 2013 to September 18, 2016.

As part of the Management Agreement and Share Exchange Agreement, the owners of PlasmaGenix were entitled to additional common stock issuances of 13,800,000 and 14,400,000, respectively, based upon certain operational milestones being met. As of February 28, 2015, both operational milestones have been met and the Company will issue the additional 13,800,000 common shares prior to its year end May 31, 2015.

These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a public offering as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a public offering. Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

We are authorized by our Certificate of Incorporation to issue an aggregate of 200,000,000 shares of common stock, par value $0.0001 per share (the "Common Stock") As of of the date of this registration statement, 27,151,143 shares of Common Stock were issued and outstanding. Our Articles of Incorporation do not provide for the issuance of any other class of stock.

Common Stock

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

All of our outstanding shares of Common Stock are fully paid and non-assessable.

 21

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our directors and officers are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Under the General Corporation Law of the State of Nevada, a corporation is required to indemnify both the current and former directors or officers of the corporation against expenses actually and reasonably incurred if the particular current or former director or officer seeking indemnification is successful on the merits or otherwise in defense of any action, suit or proceeding brought by reason of the fact that such person was a director or officer of the corporation. In addition, a corporation may indemnify its current or former directors or officers against (i) judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, in the case of a third-party action, and (ii) expenses, including attorneys’ fees (but not amounts paid in settlement or judgments), in the case of an action by the corporation or a derivative action brought by a stockholder, in each case incurred in any actual or threatened litigation brought by reason of the fact that such person was serving in one of the previously mentioned capacities. In order for an individual to qualify for what is generally referred to as “permissive indemnification,” an appropriate body, such as the board’s disinterested directors, must determine that such individual has met the requisite standard of conduct.

However, the weakness of indemnification, whether required or permitted by statute, is that the current or former director or officer must either prevail in the action or have met the requisite standard of conduct. This means that the director or officer must fund a defense to reach the required result. In recognition of this, Nevada law permits a corporation to advance the expenses incurred by a current or former director or officer in defending third-party or derivative actions without regard to a standard of conduct. As a condition precedent to the advancement of expenses, a corporation is required to obtain from a director or officer to whom expenses are advanced an undertaking to repay any amounts advanced in the event that it is later determined that such person is not entitled to indemnification.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Our financial statements appear on pages F-1 through F-15 of this registration statement.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There are not and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

a. Financial Statements

Our financial statements appear beginning on page F-1 of this registration statement.

 22

Exhibits

Exhibit Number	Description
3,1		Certificate of Incorporation*
3.2		By-Laws *
10.1		Share Exchange Agreement*

______________

* Filed herewith

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 29, 2015	Earth Dragon Resources, Inc.
	By:	/s/ J. Michael Johnson
		Name: J. Michael Johnson
		Title: President

23

EARTH DRAGON RESOURCES,INC.

AUDIT REPORT

MAY 31, 2015 

24

EARTH DRAGON RESOURCES,INC.

Index to FinancialStatements

Page
Report of Independent Accounting Firm...............................................................................................................	F-1
Consolidated Balance Sheets as of May 31, 2015 and  2014...............................................................................	F-2
Consolidated Statements of Operations for the and Years   ……………….………………..………….
ended  May 31, 2015  and  2014………………………………………………………………………………	F-3
Consolidated Statement of Changes in Shareholders' Equity (Deficit)   ……………..………………..…………
fortheperiodOctober23,2007(Inception)toMay31,2015……………………………………...………	F-4
ConsolidatedStatementsofCashFlowsfortheYearsendedMay31,2015and2014………………………	F-5
Notes to  FinancialStatements...............................................................................................................................	F-6

25

KBT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders Earth Dragon Resources, Inc.:

I have audited the accompanying balance sheets of Earth Dragon Resources, Inc. (the “Company”) as of May 31, 2015 and May 31, 2014, and the related statements of operations, stockholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. I was not engaged to perform an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Earth Dragon Resources, Inc. as of May 31, 2015 and May 31, 2014, and the results of its operations and cash flows the years ended in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and negative cash flows from operations the past three years. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/K.Brice Toussaint

K.Brice Toussaint MBA, CPA

Dallas, TX

September 21, 2015

26

 EARTH DRAGON RESOURCES,INC.

Consolidated BalanceSheets

		May31,			May31,
		2015			2014
Assets
CurrentAssets
Cash	$		6,295	$		(32)
Inventory			7,782			-
Prepaidexpenses			—			8,000
Total CurrentAssets		14,077				7,968
	$	14,077		$		7,968
Liabilities and Shareholders’Deficit
CurrentLiabilities
Accountspayable	$		103	$		-
Due to relatedparties		90,000				73,960
Notespayable-Current		26,980				26,980
Total CurrentLiabilities		117,083			100,939
Long-term debt, net (Note6)		23,481				23,481
Totalliabilities		140,564			124,420
Shareholders’ deficit (Notes10-12)
Common stock, $.0001 par value; 2,850,000,000 sharesauthorized,
25,948,960 and 25,648,960 for 2015 and 2014respectively			3,595			2,565
Additional paid-in capital		751,619			736,649
Deficit accumulated during the explorationstage		(881,701)			(855,666)
Total shareholder’sequity		(126,487)			(116,452)
	$	14,077		$		7,968

 27

EARTH DRAGON RESOURCES,INC.

Consolidated Statements ofOperations

YearEnded
May31,
		2015		2014
Revenues:
Sales	$	40,533	$	—
Cost ofSales
Purchases		6,832		—
Grossprofit		33,701		—
Operatingexpenses:
Other general and administrativeexpenses		45,963		—
Loss from ContinuingOperations		(12,262)		—
DiscontinuedOperations		(13,773)		(24,123)
Net(loss)	$	(26,035)	$	(24,123)
Basic and diluted loss pershare	$	(0.00)	$	(0.00)
Basic and diluted weightedaverage
common sharesoutstanding		25,948,960		25,648,960

28

EARTH DRAGON RESOURCES,INC.

Consolidated Statement of Changes Shareholders'Deficit

CommonStock

Deficit Accumulated

Additional Duringthe Total

Par Value$0.0001 Paid-In Exploration Stockholders'

Shares Amount Capital Stage Deficit

CommonstockissuedonJanuary31,2008at$0.0263pershare NetlossfrominceptionthroughMay31,2008	760,000 $ —		76 —	$ 19,924 —	$ — $ 20,000 (14,392) (14,392)
BalanceatMay31,2008	760,000		76	19,924	(14,392) 5,608
CommonstockissuedonJanuary31,2009at$0.06579pershare	148,960		15	97,985	— 98,000
Net loss for theyear	—		—	—	(84,167) (84,167)
BalanceatMay31,2009	908,960		91	117,909	(98,559) 19,441
Net loss for theyear	—		—	—	(23,969) (23,969)
BalanceatMay31,2010	908,960		91	117,909	(122,528) (4,528)
Forgiveness of debt on September 21,2010				9,775	9,775
StockcancellationonsharesissuedtoformerCEOonSeptember21,2010	(400,000)		(40)	40
Net loss for theyear					(429,013) (429,013)
BalanceatMay31,2011	508,960		51	127,724	(551,541) (423,766)
Unaudited: Intrinsicvalueofbeneficialconversaionfeaturegrantedtoholderof
$280,000promissiorynoteonJune1,2011(limitedtonoteamount)				280,000		280,000
Forgiveness of debt on November 30,2011				66,439		66,439
CommonstockissuedonApril27,2012at$0.256pershare	820,000	82		204,918		205,000
CommonstockissuedforProjectXacquisitiononMay2,2012	8,500,000	850		(850)		—
CommonstockissuedonMay2,2012at$0.25pershare	70,000	7		12,493		12,500
Net loss for theyear	—	—		—	(194,718)	(194,718)
Balance at May 31, 2012(unaudited)	9,898,960	$ 990		$ 690,724	$ (746,259)	(54,545)

DebttostockconversiononJuly20,2012at$0.01pershare	1,700,000	170	(170)		—
CommonstockissuedonOctober30,2012at$0.23pershare	200,000	20	44,980		45,000
Net loss for theyear				(85,283)	(85,283)
BalanceatMay31,2013	11,798,960	1,180	735,534	(831,542)	(94,828)

AcquisitioinofPlasmagenixonApril10,2014	13,800,000	1,380	(1,380)		—
CommonstockissuedonApril30,2014at$0.05pershare	50,000	5	2,495		2,500
Net loss for theyear				(24,124)	(24,124)
BalanceatMay31,2014	25,648,960	2,565	- 736,649	- (855,666)	- (116,452)

Common stock issued on March 10, 2015 at $0.05 pershare 300,000 30 14,970 15,000 Commonstockissuedbysubsidiary 1,000

Net loss for theyear (26,035) (26,035)

BalanceatMay31,2015 25,948,960 2,595 $ 751,619 $ (881,701) $ (126,487)

Seeaccompanyingnotestofinancialstatements

29

EARTH DRAGON RESOURCES,INC.

Consolidated Statements of CashFlows

 YearEnded May31

October 23,2007(Inception)to May31

2015 2014 2015

Cashflowsfromoperatingactivities: .

Netloss $ (26,035) $ (24,123) $ (881,701)

Adjustments to reconcile net loss to netcash used in operatingactivities:

Accretionofdebtdiscount-DiscontinuedOperations — — 23,481Impairmentofminingpropertyacquisitioncosts-Discontinued — — 6,500ImpairmentofinvestmentinTanzaniaJointVenture-Discontinu — — 125,000Changesinoperatingassetsandliabilities: —

Increase ininventories (7,782) — (7,782)

Prepaid expenses-Discontinuedoperations 8,000 (8,000) — Indebtedness to related party-DiscontinuedOpera — — 26,980

Net cash provided by (usedin)

operatingactivities (25,817) (32,123) (707,522)

Cashflowsfrominvestingactivities:

InvestmentinTanzaniaJointVenture-DiscontinuedOperations — — (6,500)Decrease in deposits-DiscontinuedOperations — — (125,000)

Net cash providedby

investingactivities — — (131,500)

Cashflowsfromfinancingactivities:

Proceedsfromsaleofcommonstock-DiscontinuedOperations 16,000 2,500 755,214Due to related party-DiscontinuedOperations 16,041 29,613 90,000Proceeds(reductionin)fromshorttermdebt-DiscontinuedOpe — — 305,225

Repaymentofnotespayable-DiscontinuedOperations — — (305,225)Net cash providedby

financingactivities	32,041	32,113	845,214
Net change incash	6,224	(10)	6,192
Cash, beginning ofperiod	(32)	(22)	—
Cash, end ofperiod	$ 6,192	$ (32)	$ 6,192

30

EARTH DRAGON RESOURCES,INC.

Consolidated Statements of CashFlows

Supplementaldisclosureofcashflowinformation:
Cash paid during yearfor:
Interest	$	—	$	1,380	$		9,858
Common stock issued in exhange fordebt
Extinguishment (Note10)	$	—	$	35,056		$	35,056
(ISLinexchangeforISL'spaymentofcompany
liabilities(accountspayableandaccruedliabilities)		—		—			26,980
IssuanceofPromissoryNotetoIrishSonLimited
(ISL)inexchangeforISL'spaymentofcompany
liabilities(Accountspayableandaccruedliabilities)	$	—	$	26,980		$	26,980
Increaseinduetorelatedparty(YuanKumDeng,
ChiefExecutiveOfficeroftheCompanyfrom
inception through September 21, 2010 as aresult
ofMr.Deng'spaymentofCompanyliabilities	$	—	$	2,566		$	2,566
ForgivenessofduetorelatedpartybyYuanJunDeng
ChiefExecutiveOfficeroftheCompanyfrom	$	—	$	9,775		$	9,775
inception to September 21,2010

 31

EARTH DRAGON RESOURCES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM May 31, 2014 TO May 31, 2015

 1.  Nature of Operations

Earth Dragon Resources, Inc. (the “Company”) was incorporated in the State of Nevada on October 23, 2007. The Company is a Development Stage Company. From inception to February 10, 2012, the Company focused on mining activities with mineral rights in the State of Nevada and joint venture agreements in Ghana, Tanzania and Quebec.

On February 14, 2012, the Company divested from all of its mining assets and acquired Project X, Inc., a Nevada corporation formed on June 1, 2012, through a Share Exchange Agreement with the Shareholders of Project X, Inc., thereby becoming a wholly-owned subsidiary. On July 20, 2011, the Company entered into a Joint Venture Agreement with Deep Marine Salvage, Inc. (“DMS”) to recover valuable cargo from an initial scope of World War I shipwrecks. On March 6, 2013, the Joint Venture Agreement was dissolved with the Company. In exchange for the Company’s agreement to cancel the DMS JV, the Company received a two percent (2%) interest in all cargo recoveries from the three (3) World War I shipwrecks that were the subject of the Joint Venture Agreement – up to a maximum of $5,000,000. On April 3, 2013, the Company acquired the research for the recovery of valuable cargo from four (4) World War II shipwrecks.

On February 12, 2014, the Company divested from all marine salvage assets, except for the two percent (2%) interest in the DMS recovery, and acquired PlasmaGenix, Inc., a privately-held California corporation and leader in the regenerative medicine industry, with the shareholders of PlasmaGenix, Inc., thereby becoming a wholly-owned subsidiary.

Going Concern

The financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. At May 31, 2015, the Company had cash of $6,192 and negative working capital of $103,006. For the nine months ended May 31, 2015 and 2014, the Company had net losses of $26,035 and $24,123, respectively. The Company has incurred losses totaling $881,701 for the period from October 23, 2007 (inception) to May 31, 2015.These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to raise additional capital and achieve profitable operations through future business ventures. However, there is no assurance that the Company will accomplish these objectives. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Due to Related Parties

Due to related parties consists of:

	May 31, 2015		May 31, 2014
Compensation and expenses due offers of the Company	$	90,000	$	73,960
Totals	$	90,000	$	73,960

 32

3. Notes Payable

Notes payable consist of:

	May 31, 2015		May 31, 2014
Promissory note dated February 28, 2011(replaced June 1, 2011 with a Convertible Promissory Note) issued to MED Ventures Ltd. for cash advances on January 24, 2011 and February 22, 2011, interest at 12%, originally due February 27, 2012 (amended June 1, 2011 to extend maturity date to December 31, 2013), unsecured (commencing June 1, 2011, convertible into shares of common stock at a pre-split and post-split price of $0.001 per share), less unaccreted debt discount of $256,519 and $0 respectively.	$	26,980	$	26,980
Totals		26,980		26,980

On March 8, 2011, we repaid $35,000 of the $315,000 promissory note payable to MED Ventures Ltd. through a $35,000 payment to Hansen Drilling Ltd. at the instruction of MED Ventures Ltd.

On June 1, 2011, the Company executed a new Convertible Promissory Note to Med Ventures Ltd. which replaced the original Promissory Note dated February 28, 2011.   The new Convertible Promissory Note provides the holder the right at any time to convert any part of the Note into shares of the Company’s common stock at a pre-split and post-split conversion rate of $0.001 per share (provided that such holder’s conversion does not result in the holder’s percentage ownership to exceed 4.9% of the total number of common shares outstanding).  The new Convertible Promissory Note also provides that no re-capitalization, forward split or reverse split of the Company’s common stock to take effect after June 1, 2011 shall have a dilutive effect on the number of shares that are to be issued as a result of such conversion.  Accordingly, the $0.001 per share conversion rate was not adjusted as a result of the December 12, 2011 1 for 500 reverse stock split.  At the $0.001 conversion price, the $280,000 note balance is convertible into 280,000,000 shares of our common stock.  Using the $0.041 pre-split June 1, 2011 closing trading price of our common stock, the $280,000 note balance would have been convertible into 6,829,268 shares of our common stock.  Accordingly, the intrinsic value of the beneficial conversion feature is $11,200,000 (273,170,732 incremental shares multiplied by the $0.041 pre-split June 1, 2011 closing trading price), To account for this, the Company recognized a $280,000 debt discount on June 1, 2011 (the discount is limited to the amount of the proceeds allocated to the convertible instrument) and is accreting the discount as interest expense over the 31 month term of the Convertible Promissory Note.

4. Common Stock

Effective December 14, 2010, the Company effected a 38 for 1 forward stock split, increasing the issued and outstanding shares of common stock from 11,960,000 shares to 454,480,000 shares. All shares and per share amounts have been adjusted to retroactively reflect this stock split.

On January 31, 2008, the Company issued 380,000,000 shares of common stock to its former chief executive officer for total cash proceeds of $20,000.

On January 31, 2009, the Company closed on the sale of a total of 74,480,000 shares of common stock in its public offering at a price of $0.0013158 per share for total cash proceeds of $98,000.

On January 21, 2011, the Company cancelled 200,000,000 shares of common stock which had been issued on January 31, 2008 to Yuan Kun Deng, the chief executive officer of the Company from October 23, 2007 (inception) to September 21, 2010, pursuant to the request of Mr. Deng.

On December 3, 2014, the Board of Directors and a majority of the shareholders of the Company approved an Amendment to the Articles of Incorporation to reduce the authorized capital stock from 2,850,000,000 common shares to 200,000,000. This Amendment to the Articles of Incorporation did not change the issued and outstanding; and the par value remained at $0.0001.

At February 28, 2015, there were no outstanding stock options or warrants.

33

EX-3.2

Exhibit 3.2

BYLAWS

OF

EARTH DRAGON RESOURCES INC.

I.	SHAREHOLDER'S MEETING.
	.01 Annual Meetings.
	The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or without the State of Nevada, as may be designated by the notice of the meeting, on the first week in June of each and every year, at 1:00 p.m., commencing in 2009 but in case such day shall be a legal holiday, the meeting shall be held at the same hour and place on the next succeeding day not a holiday.
	.02 Special Meeting.
	Special meetings of the shareholders of this Corporation may be called at any time by the holders of ten percent (10%) of the voting shares of the Corporation, or by the President, or by the Board of Directors or a majority thereof. No business shall be transacted at any special meeting of shareholders except as is specified in the notice calling for said meeting. The Board of Directors may designate any place, either within or without the State of Nevada, as the place of any special meeting called by the president or the Board of Directors, and special meetings called at the request of shareholders shall be held at such place in the State of Nevada, as may be determined by the Board of Directors and placed in the notice of such meeting.
	.03 Notice of Meeting.
	Written notice of annual or special meetings of shareholders stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by the secretary or persons authorized to call the meeting to each shareholder of record entitled to vote at the meeting. Such notice shall be given not less than ten (10) nor more than fifty (50) days prior to the date of the meeting, and such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his/her address as it appears on the stock transfer books of the Corporation.

1

	.04 Waiver of Notice.
	Notice of the time, place, and purpose of any meeting may be waived in writing and will be waived by any shareholder by his/her attendance thereat in person or by proxy. Any shareholder so waiving shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.
	.05 Quorum and Adjourned Meetings.
	A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. A majority of the shares represented at a meeting, even if less than a quorum, may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
	.06 Proxies.
	At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his/her duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
	.07 Voting of Shares.
	Except as otherwise provided in the Articles of Incorporation or in these Bylaws, every shareholder of record shall have the right at every shareholder's meeting to one (1) vote for every share standing in his/her name on the books of the Corporation, and the affirmative vote of a majority of the shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting.
II.	DIRECTORS.
	.01 General Powers.
	The business and affairs of the Corporation shall be managed by its Board of Directors.

2

.02 Number, Tenure and Qualifications.

The number of Directors of the Corporation shall be not less than one nor more than thirteen. Each Director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation.

.03 Election.

The Directors shall be elected by the shareholders at their annual meeting each year; and if, for any cause the Directors shall not have been elected at an annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws.

.04 Vacancies.

In case of any vacancy in the Board of Directors, the remaining Directors, whether constituting a quorum or not, may elect a successor to hold office for the unexpired portion of the terms of the Directors whose place shall be vacant, and until his/her successor shall have been duly elected and qualified. Further, the remaining Directors may fill any empty seats on the Board of Directors even if the empty seats have never been occupied.

.05 Resignation.

Any Director may resign at any time by delivering written notice to the secretary of the Corporation.

.06 Meetings.

At any annual, special or regular meeting of the Board of Directors, any business may be transacted, and the Board may exercise all of its powers. Any such annual, special or regular meeting of the Board of Directors of the Corporation may be held outside of the State of Nevada, and any member or members of the Board of Directors of the Corporation may participate in any such meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time; the participation by such means shall constitute presence in person at such meeting.

3

A. Annual Meeting of Directors.

Annual meetings of the Board of Directors shall be held immediately after the annual shareholders' meeting or at such time and place as may be determined by the Directors. No notice of the annual meeting of the Board of Directors shall be necessary.

B. Special Meetings.

Special meetings of the Directors shall be called at any time and place upon the call of the president or any Director. Notice of the time and place of each special meeting shall be given by the secretary, or the persons calling the meeting, by mail, radio, telegram, or by personal communication by telephone or otherwise at least one (1) day in advance of the time of the meeting. The purpose of the meeting need not be given in the notice. Notice of any special meeting may be waived in writing or by telegram (either before or after such meeting) and will be waived by any Director in attendance at such meeting.

C. Regular Meetings of Directors.

Regular meetings of the Board of Directors shall be held at such place and on such day and hour as shall from time to time be fixed by resolution of the Board of Directors. No notice of regular meetings of the Board of Directors shall be necessary.

.07 Quorum and Voting.

A majority of the Directors presently in office shall constitute a quorum for all purposes, but a lesser number may adjourn any meeting, and the meeting may be held as adjourned without further notice. At each meeting of the Board at which a quorum is present, the act of a majority of the Directors present at the meeting shall be the act of the Board of Directors. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

.08 Compensation.

By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

4

.09 Presumption of Assent.

A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

.10 Executive and Other Committees.

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one of more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors, in reference to amending the Articles of Incorporation, adoption a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange, or other disposition of all of substantially all the property and assets of the dissolution of the Corporation or a revocation thereof, designation of any such committee and the delegation thereto of authority shall not operate to relieve any member of the Board of Directors of any responsibility imposed by law.

.11 Chairman of Board of Directors.

The Board of Directors may, in its discretion, elect a chairman of the Board of Directors from its members; and, if a chairman has been elected, he/she shall, when present, preside at all meetings of the Board of Directors and the shareholders and shall have such other powers as the Board may prescribe.

.12 Removal.

Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of Directors.

III.   ACTIONS BY WRITTEN CONSENT.

Any corporate action required by the Articles of Incorporation, Bylaws, or the laws under which this Corporation is formed, to be voted upon or approved at a duly called meeting of the Directors may be accomplished without a meeting if a written memorandum setting forth the action so taken, shall be signed by all the Directors. Any corporate action required by the Articles of Incorporation, Bylaws, or the laws under which this Corporation is formed, to be voted upon or approved at a duly called meeting of the Shareholders, may be accomplished without a meeting if a written memorandum setting forth the action so taken, shall be signed by holders of a majority of the total outstanding shares of common stock.

5

IV.	OFFICERS.
	.01 Officers Designated.
	The Officers of the Corporation shall be a president, one or more vice presidents (the number thereof to be determined by the Board of Directors), a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other Officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any Officer may be held by the same person, except that in the event that the Corporation shall have more than one director, the offices of president and secretary shall be held by different persons.
	.02 Election, Qualification and Term of Office.
	Each of the Officers shall be elected by the Board of Directors. None of said Officers except the president need be a Director, but a vice president who is not a Director cannot succeed to or fill the office of president. The Officers shall be elected by the Board of Directors. Except as hereinafter provide, each of said Officers shall hold office from the date of his/her election until the next annual meeting of the Board of Directors and until his/her successor shall have been duly elected and qualified.
	.03 Powers and Duties.
	The powers and duties of the respective corporate Officers shall be as follows:

A. President.

The president shall be the chief executive Officer of the Corporation and, subject to the direction and control of the Board of Directors, shall have general charge and supervision over its property, business, and affairs. He/she shall, unless a Chairman of the Board of Directors has been elected and is present, preside at meetings of the shareholders and the Board of Directors.

B. Vice President.

In the absence of the president or his/her inability to act, the senior vice president shall act in his place and stead and shall have all the powers and authority of the president, except as limited by resolution of the Board of Directors.

C. Secretary.

The secretary shall:

1.      Keep the minutes of the shareholder's and of the Board of Directors meetings in one or more books provided for that purpose;

6

2.	See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
3.	Be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all documents as may be required;
4.	Keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder;
5.	Sign with the president, or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;
6.	Have general charge of the stock transfer books of the corporation; and,
7.	In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.

D. Treasurer.

Subject to the direction and control of the Board of Directors, the treasurer shall have the custody, control and disposition of the funds and securities of the Corporation and shall account for the same; and, at the expiration of his/her term of office, he/she shall turn over to his/her successor all property of the Corporation in his/her possession.

E. Assistant Secretaries and Assistant Treasurers.

The assistant secretaries, when authorized by the Board of Directors, may sign with the president or a vice president certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the Board of Directors.

7

.04 Removal.

The Board of Directors shall have the right to remove any Officer whenever in its judgment the best interest of the Corporation will be served thereby.

.05 Vacancies.

The Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until his/her successor shall have been duly elected and qualified.

.06 Salaries.

The salaries of all Officers of the Corporation shall be fixed by the Board of Directors.

V.	SHARE CERTIFICATES
	.01 Form and Execution of Certificates.
	Certificates for shares of the Corporation shall be in such form as is consistent with the provisions of the Corporation laws of the State of Nevada. They shall be signed by the president and by the secretary, and the seal of the Corporation shall be affixed thereto. Certificates may be issued for fractional shares.
	.02 Transfers.
	Shares may be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificates or by a written power of attorney to assign and transfer the same signed by the record holder of the certificate. Except as otherwise specifically provided in these Bylaws, no shares shall be transferred on the books of the Corporation until the outstanding certificate therefor has been surrendered to the Corporation.
	.03 Loss or Destruction of Certificates.
	In case of loss or destruction of any certificate of shares, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the Corporation. A new certificate may be issued without requiring any bond, when in the judgment of the Board of Directors it is proper to do so.

8

VI.    BOOKS AND RECORDS.

.01 Books of Accounts, Minutes and Share Register.

The Corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors and shareholders and shall keep at its registered office, principal place of business, or at the office of its transfer agent or registrar a share register giving the names of the shareholders in alphabetical order and showing their respective addresses and the number of shares held by each.

.02 Copies of Resolutions.

Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the president or secretary.

VII.  CORPORATE SEAL.

The Corporation is not required to have a corporate seal.

VIII. LOANS.

No loans shall be made by the Corporation to its Officers or Directors

IX.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

.01 Indemnification.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action proceeding, had reasonable cause to believe that such person's conduct was unlawful.

9

.02 Derivative Action

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in the Corporation's favor by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) and amount paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to amounts paid in settlement, the settlement of the suit or action was in the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person's duty to the Corporation unless and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation.

.03 Successful Defense.

To the extent that a Director, Trustee, Officer, employee or Agent of the Corporation has been successful on the merits or otherwise, in whole or in part in defense of any action, suit or proceeding referred to in Paragraphs .01 and .02 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

.04 Authorization.

Any indemnification under Paragraphs ..01 and .02 above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Trustee, Officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) is such a quorum is not obtainable, by a majority vote of the Directors who were not parties to such action, suit or proceeding, or (c) by independent legal counsel (selected by one or more of the Directors, whether or not a quorum and whether or not disinterested) in a written opinion, or (d) by the Shareholders. Anyone making such a determination under this Paragraph ..04 may determine that a person has met the standards therein set forth as to some claims, issues or matters but not as to others, and may reasonably prorate amounts to be paid as indemnification.

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.05 Advances.

Expenses incurred in defending civil or criminal action, suit or proceeding shall be paid by the Corporation, at any time or from time to time in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Paragraph .04 above upon receipt of an undertaking by or on behalf of the Director, Trustee, Officer, employee or agent to repay such amount unless it shall ultimately be by the Corporation is authorized in this Section.

.06 Nonexclusivity.

The indemnification provided in this Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Trustee, Officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

.07 Insurance.

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability assessed against such person in any such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability.

.08 "Corporation" Defined.

For purposes of this Section, references to the "Corporation" shall include, in addition to the Corporation, an constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors, Trustees, Officers, employees or agents, so that any person who is or was a Director, Trustee, Officer, employee or agent of such constituent corporation or of any entity a majority of the voting stock of which is owned by such constituent corporation or is or was serving at the request of such constituent corporation as a Director, Trustee, Officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving Corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

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X.	AMENDMENT OF BYLAWS.
	.01 By the Shareholders.
	These Bylaws may be amended, altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.
	.02 By the Board of Directors.
	These Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the entire Board of Directors at any regular or special meeting of the Board.
XI.	FISCAL YEAR.

The fiscal year of the Corporation shall be set by resolution of the Board of Directors.

XII.    RULES OF ORDER.

The rules contained in the most recent edition of Robert's Rules or Order, Newly Revised, shall govern all meetings of shareholders and Directors where those rules are not inconsistent with the Articles of Incorporation, Bylaws, or special rules or order of the Corporation.

XIII.   REIMBURSEMENT OF DISALLOWED EXPENSES.

If any salary, payment, reimbursement, employee fringe benefit, expense allowance payment, or other expense incurred by the Corporation for the benefit of an employee is disallowed in whole or in part as a deductible expense of the Corporation for Federal Income Tax purposes, the employee shall reimburse the Corporation, upon notice and demand, to the full extent of the disallowance. This legally enforceable obligation is in accordance with the provisions of Revenue Ruling 69115, 19691 C.B. 50, and is for the purpose of entitling such employee to a business expense deduction for the taxable year in which the repayment is made to the Corporation. In this manner, the Corporation shall be protected from having to bear the entire burden of disallowed expense items.

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EX-10.1

SHARE EXCHANGEAGREEMENT

THIS SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of the13th day of February, 2014 (this "Agreement") is entered into by and among, EARTH DRAGONRESOURCES INC., a Nevada corporation ("Earth"), and the Owners of PLASMAGENIX,INC.,aCaliforniacorporation("Owners").EarthandtheOwnersarereferredtosingularly asa "Party" and collectively as the "Parties."

WITNESSETH:

WHEREAS, the Owners own all of the issued and outstanding sharesof

PLASMAGENIX, INC., a California corporation("PG");

WHEREAS, PG was formed on November 14, 2013, for the purposedeveloping regenerative therapeutics derived from the patient's own blood, commercialize themand facilitate access to those that suffer from chronic pain, non-healing wounds anddebilitating neurologicconditions.

WHEREAS, Earth wishes to acquire all of the issued and outstanding shares and rightsto sharesofallofthecapitalstockofPG(referredtohereinafterasthe"PGShares") withthe purpose of owning and operating PG as its wholly-owned subsidiary; and

WHEREAS, Earth and the Owners propose to enter into this Agreement whichprovides, among other things, the Owners will deliver the PG Shares to Earth in exchange for theissuance by Earth of a total of 13,800,000 (thirteen million eight hundred thousand) restrictedcommon shares of Earth's common stock as set forth in Section 2.01 of this Agreement, on the termsand conditionssetforthherein(the"ShareExchange")andsuchadditionalitemsas morefully described in thisAgreement.

NOW, THEREFORE, in consideration, of the promises and of themutual representations, warranties and agreements set forth herein, the Parties hereto agree asfollows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. The following terms shall have the following respectivemeanings:

"Affiliate" with respect to any Party, a Person that directly orindirectly controls, is controlled by, or is under common control ofsuch Party. For the purpose of this definition, "control" means(i) ownership of more than fifty percent (50%) of the voting sharesof a Person or (ii) the right or ability to direct the managementor policies of a Person through ownership of voting shares orother securities, pursuant to a written agreement orotherwise;

"BusinessDay" aday(otherthanaSaturday)onwhichbanksinNevadaareopen

for business throughout their normal businesshours;

"Closing" the closing of the transactions contemplated by thisAgreement;

"Completion" completion of acquisition of the PG Shares by Earth in accordance with the terms and conditions of thisAgreement;

"Encumbrance" any mortgage, charge, pledge, lien, (otherwise than arising by

statute or operation oflaw), equities, hypothecation orother encumbrance, priority or security interest, preemptiveright deferred purchase, title retention, leasing, sale-and-repurchaseor sale-and-leaseback arrangement whatsoever over or inany property, assets or rights of whatsoever nature and includesany agreement for any of the same and reference to"Encumbrances" shall be construedaccordingly;

"Exchange Act" the US Securities Exchange Act of1934;

"Person" any individual, firm, company, government, state or agency ofa state or any joint venture, association or partnership (whetheror not having separate legalpersonality);

"SecuritiesAct" the US Securities Act of1933;

"SEC" the US Securities and ExchangeCommission;

"US" United States ofAmerica;

"United StatesDollars" or"US$"

United Statesdollars;

Section 1.02. Rules of Construction.

(a)Unless the context otherwise requires, as used in this Agreement: (i)"including" means"including,withoutlimitation";(ii)wordsinthesingularincludetheplural;(iii)wordsinthe plural include the singular; (iv) words applicable to one gender shall be construed to applyto eachgender;(v) the terms"hereof,""herein,""hereby," "hereto"and derivative or similarwords refer to this entire Agreement, including the Schedules hereto; (vi) the terms "Article," "Section" and "Schedule" shall refer to the specified Article, Section or Schedule of or to this Agreement and references to paragraphs shall refer to the relevant paragraph of a specified Scheduleand

(vii) the term "day" shall refer to calendar days.

(b)Titles and headings to Articles and Sections are inserted for convenienceof reference only, and are not intended to be a part of or to affect the meaning or interpretationof thisAgreement.

ARTICLE II

THE SHARE EXCHANGE

Section2.01 ShareExchange.

(a)Subject to and upon the terms and conditions of this Agreement, on theClosing Date (as defined hereafter), Earth shall acquire all of the PG Shares from the Owners with allof suchinterestsacquiredbeingfreefromallEncumbrancestogetherwithallrightsnoworhereafter attachingthereto.

(b)In exchange for the delivery of the PG Shares, Earth shall deliver to the Ownersa total of 13,800,000 (thirteen million eight hundred thousand) restricted common shares of Earth's common stock (the "Exchange Shares");and

(c)The Share Exchange shall take place upon the terms and conditions provided for inthisAgreementandinaccordancewithapplicablelaw.IftheClosingdoesnotoccurassetforth in Section 2.02 of this Agreement due to one Party's failure to perform, then the otherParty may terminate theAgreement.

Section 2.02. Closing Location. The Closing of the Share Exchange and the othertransactions contemplatedbythisAgreementwilloccurassoonaspossible(the "ClosingDate"),attheoffices of Plasmagenetix in Englewood, Ca.

Section 2.03. Owner's Closing Documents. At the Closing, the Owners will tender to Earth:

(a)Original certificates issued in the names of the Owners representing all of thePG SharesdulyendorsedfortransferbytheOwnersandmarked"cancelledfortransfer"orasotherwise directed by Earth or its counsel, in accordance with the laws of the State ofNevada;

Shares;

(b) One (1) new certificate issued by PG in the name of Earth representing thePG

(c)A certified copy of the register of shareholders of PG showing Earth asthe registered owner of thePG;

(d)A certificate executed by each Owner certifying that the conditions inSection 8.0l (a) have beensatisfied.

Section 2.04. Earth's Closing Documents. At the Closing, Earth will tender to the Owners:

(a)A certified copy(ies) of resolutions of the Board of Directors of Earth in aform satisfactory to the Owners, acting reasonably,authorizing:

(i)the execution and delivery of this Agreement by Earth;and

(ii)the issuance of the Exchange Shares to such entities and insuch allocations as set forth on Schedule A attachedhereto;

(b)Share certificates, registered in the name of the Owners representingthe Exchange Shares;and

(c)A certificate executed by a duly appointed officer of Earth certifying thatthe conditions in Section 9.0l(a) have beensatisfied.

ARTICLEIII REPRESENTATIONS ANDWARRANTIES

Section 3.01. Each Party represents and warrants to the other Party that each of the warrantiesit makes is accurate in all respects and not misleading as at the date of this Agreement.

Section 3.02. Each Party undertakes to disclose in writing to the other Party anything which is or may constitute a breach of or be inconsistent with any of the warranties immediately uponthe same coming to its notice at the time of and afterCompletion.

Section 3.03. Each Party agrees that each of the warranties it makes shall be construed asa separate and independent warranty and (except where expressly provided to the contrary)shall not be limited or restricted by reference to or inference from the terms of any other warrantyor any other term of thisAgreement.

Section 3.04. Each Party acknowledges that the restrictions contained in Section 11.01(Public Notices) and Section 11.10 (Confidentiality) shall continue to apply after the Completionunder this Agreement without limit intime.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF EARTH

Section 4.01. Organization, Standing and Authority; Foreign Qualification. Earth is a corporationdulyorganized,validlyexistingandingoodstandingunderthelawsoftheStateofNevada and has all requisite corporate power and authority to own, lease and operateits properties and to conduct its business as presently conducted and as proposed to beconducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activitiesrequiresuch qualification.

Section 4.02. Corporate Authorization. The execution, delivery and performance by Earthof this Agreement and the consummation of the transactions contemplated hereby have beenduly authorized by all necessary corporate action on the part of Earth, and this Agreementconstitutes a valid and binding agreement of Earth. The Exchange Shares to be issued in accordance with

this Agreement shall be duly authorized and, upon such issuance, will be validly issued,fully paid andnon-assessable.

Section 4.03. Capitalization. Earth's authorized capital stock, as of January 31, 2014,consists solely of 2,850,000,000 authorized shares of common stock of which approximately14,000,000 common shares are issued and outstanding, including the Exchange Shares, and nopreferred sharesareissuedand outstanding.Allof suchissuedandoutstandingsharesof Earth'scommonstock are duly authorized, validly issued, fully paid and non-assessable. There are nooutstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments toissue, shares of Earth's common stock or any other security of Earth or any plan for any of theforegoing.Earth isnot obligatedto registerthe resale of any of its common stockon behalf of any shareholder of Earth under the Securities Act.

Section 4.04. Subsidiaries. Earth does not have anysubsidiaries. Section 4.05. SECFilings.

(a)Earth has delivered to the Owners Earth's Annual Report on Form 10-K forthe fiscalyearendedMay31,2011,containingEarth'sconsolidatedbalancesheetatMay31,2011, and consolidated statements of income, changes in stockholders' deficiency and cash flowsof Earthforthe periodfrom October 23, 2007(dateof inception) tothefiscal yearended May31, 2011, alongwitha copyof theaudit report ofMichael T. Studer CPAP.C., ofFreeport, New York, independent auditors ("Earth's Reports"). To the best of Earth's knowledge and belief,Earth's Reports as of its dates(i) comply in allmaterial respects withthe requirements of the Exchange Act and the rules and regulations of the SEC thereunder, (ii) do not contain any untrue statementof a material fact, and (iii) donotomit tostate a material fact requiredto be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(b)All documents which Earth is responsible for filing with the SEC orany regulatory agency in connection with this Agreement will comply as to form in allmaterial respects with the requirements of applicable law, and all of the information relating to Earthin anydocumentfiledwiththeSECoranyotherregulatoryagencyinconnectionwiththisAgreement or the transactions otherwise contemplated hereby shall be true and correct in all materialrespects.

Section 4.06. Financial Statements. All consolidated financial statements included inEarth's Reports, including the related notes, fairly present, in conformity with generallyaccepted accountingprinciples("GAAP")appliedonaconsistentbasis(exceptas indicatedtherein),theconsolidatedfinancialpositionof Earth as of thedates thereofandthe consolidated results of operations and changesin shareholders'equityand cash flowsof Earth for theperiodsthen ended, subject, in the case of the interim financial statements, to normal and recurring year-end audit adjustments and except that the interim financial statements do not contain all of thenotes required by GAAP.

Section4.07. Articlesof IncorporationandBylaws. EarthhasheretoforedeliveredtotheOwnerstrue,correctandcompletecopiesofitsArticlesofIncorporation,certifiedbythe Secretary of State of the State of Nevada and Bylaws or comparable instruments, certified bythe corporate secretarythereof.

Section 4.08. No Conflict. The execution, delivery and performance of this Agreement andthe completion of the transactions contemplated herein willnot:

(a)violate any provision of the Articles of Incorporation, Bylaws or other charteror organizational document ofEarth;

(b)violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate,or constitute(or withnoticeor lapseoftimeorbothconstitute)adefaultunder,anycontracttowhich Earth is a party or by or to which either of its assets or properties, may be bound or subject;

(c)violate any order, judgment, injunction, award or decree of any court, arbitratoror governmental or regulatory body against, or binding upon, or any agreement with, orcondition imposed by, any governmental or regulatory body, foreign or domestic, binding upon Earthor upon the securities, assets or business ofEarth;

(d)violate any statute, law or regulation of any jurisdiction as such statute, lawor regulation relates to Earth or to the securities, properties or business of Earth;or

(e)result in the breach of any of the terms or conditions of, constitute a defaultunder, or otherwise cause an impairment of, any permit or license held byEarth.

Section 4.09. Litigation. There is no litigation, suit, proceeding, action or claim at law orin equity,pendingortoEarth'sbestknowledgethreatenedagainstoraffectingEarthorinvolvinganyofEarth'spropertyor assets, beforeany court,agency,authority or arbitration tribunal, including, without limitation, any product liability, workers' compensation or wrongful dismissal claims, or claims, actions, suits or proceedings relating to toxic materials, hazardous substances, pollution or the environment. Earth is not subject to or in default with respect to any notice, order, writ, injunction or decree of any court, agency, authority or arbitration tribunal.

Section 4.10. Compliance with Laws. To the best knowledge of Earth, it has complied withall laws, municipal bylaws, regulations, rules, orders, judgments, decrees and otherrequirements and policies imposed by any governmental authority applicable to it, its properties orthe operation of its business, except where the failure to comply will not have a materialadverse effect on the business, properties, financial condition or earnings of Earth.

Section 4.11. Operations of Earth. Since the latest filing date of Earth's Reports, Earth has not:

(a)amended its Articles of Incorporation or Bylaws or merged with or into or consolidated with any other person or entity, subdivided or in any way reclassified any sharesof

its capital stock or changed or agreed to change in any manner the rights of itsoutstanding capital stock or the character of itsbusiness;

(b)issued, reserved for issuance, sold or redeemed, repurchased orotherwise acquired, or issued options or rights to subscribe to, or entered into any contract orcommitment toissue,sellorredeem,repurchaseor otherwiseacquire,anysharesofits capitalstockoranybonds, notes, debentures or other evidence or indebtedness;

(c)declared or paid any dividends or declared or made any other distributions ofany kind to its shareholders;or

(d)made any loan or advance to any of its shareholders or to any of itsdirectors, officers or employees, consultants, agents or other representatives, or made any other loanor advance, otherwise than in the ordinary course ofbusiness.

Section 4.12. Material Information. This Agreement, the Schedules attached hereto and all other information provided, in writing, by Earth or representatives thereof to the Owners,taken as a whole, do not contain any untrue statement of a material fact or omit to state a materialfact necessary to make any statement contained herein or therein not misleading. There are nofacts or conditions which have not been disclosed to the Owners in writing which, individually orin the aggregate, could have a material adverse effect on Earth or a material adverse effect onthe ability of Earth to perform any of its obligations pursuant to this Agreement.

ARTICLEV

REPRESENTATIONS AND WARRANTIES OF THEOWNERS

The Owners represent to Earth asfollows:

Section 5.01. Organization, Standing and Authority; Foreign Qualification. (a) PG isa corporation duly organized, validly existing and in good standing under the laws of the Stateof California and has all requisite corporate power and authority to own, lease and operateits properties and to conduct its business as presently conducted and as proposed to beconducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdictionin whichthecharacterof itspropertiesorthenatureof itsbusinessactivitiesrequiresuchqualification.

Section 5.02. Authorization. The execution, delivery and performance by the Owners ofthis Agreement and the consummation of the transactions contemplated hereby have beenduly authorized by all necessary corporate or other action, as the case may be, on the part ofeach Owner. Each Owner has duly executed and delivered this Agreement and thisAgreement constitutes a valid and binding agreement of each Owner. The PG Shares to be transferredto Earth in accordance with this Agreement have been duly authorized and validly issued, fullypaid and non-assessable. Upon transfer of the PG Shares, no Encumbrance shall exist on either.

Section 5.03. Capitalization.

PG' s authorized capital stock, as of January 31, 2014, consists solely of 1 million sharesof common stock, of which 59,750 common shares are issued and outstanding, and nopreferred shares are issued and outstanding. All of such issued and outstanding shares of PG' scommon stock are duly authorized, validly issued, fully paid and non-assessable. Except as describedon Schedule 4.03, there are no outstanding options, warrants, agreements or rights to subscribefor or to purchase, or commitments to issue, shares of PG's common stock or any other securityof PG or any plan for any of the foregoing. PG is not obligated to register the resale of any ofits common stock on behalf of any shareholder of Earth under the SecuritiesAct.

Section 5.04. Subsidiaries. PG has no subsidiaries.

Section 5.05. Sale of Exchange Shares. Upon completion of the purchase and sale ofthe Exchange Shares, the Owners shall be the beneficial and record holder or holders ofthe Exchange Shares. Each Owner are acquiring the Exchange Shares as principal for itsown respective account to be held for investment purposes only, not for the benefit of anyother person and not with a view to the resale, distribution or other disposition of all or any ofthe Exchange Shares, and each Owner is delivering concurrently with this Agreement, acertificate in the form attached to this Agreement as ExhibitA.

Section 5.06. Restriction on Exchange Shares. Each Owner hereby consents to Earth makinga notation on its records or giving instructions to any transfer agent of the restricted sharesportion of the Exchange Shares in order to implement the restriction on transfer set forth anddescribed herein. The Owners have been independently advised as to, and are aware of, therestrictions with respect to trading in the Exchange Shares pursuant to the applicable securities lawsand further agrees that it is solely responsible for compliance with all such restrictions as set forthin ExhibitA.

Section 5.07. Investment Risk. The Owners understand that an investment in Earth includesa high degree of risk, have such knowledge and experience in financial and businessmatters, investments, securities and private placements as to be capable of evaluating the merits andrisks of their investment in the Exchange Shares, are in a financial position to hold theExchange Shares for an indefinite period of time, and are able to bear the economic risk of, and withstanda complete loss of such investment in the ExchangeShares.

Section 5.08. Cooperation. If required by applicable securities laws or order of asecurities regulatory authority, stock exchange or other regulatory authority, the Owners willexecute, deliver, file and otherwise assist Earth in filing such reports, undertakings and otherdocuments as may be required with respect to the issuance of the ExchangeShares.

Section 5.09. Tax Advice. The Owners are responsible for obtaining such legal, includingtax, advice as it considers necessary or appropriate in connection with the execution, deliveryand performance by it of this Agreement and the transactions contemplatedherein.

Section 5.10. Investment Representations. All of the acknowledgements,representations, warranties and covenants set out in Exhibit A hereto are true and correct as of the date hereofand as of the Closing Date as for eachOwner.

Section5.11. No Conflict. The execution, delivery and performance of this Agreement andthe completion of the transactions contemplated herein willnot:

(a)violate any provision of the Articles or Certificate of Incorporation, Bylawsor other charter or organizational document ofPG;

(b)violate, conflict with or result in the breach of any of the terms of, result inany modification of the effect of, otherwise give any other contracting party the right to terminate,or constitute(orwithnoticeorlapse oftimeorbothconstitute)adefaultunder,anycontracttowhichPGor anyoftheOwnersis a party or byor towhich eitherof theirassetsor properties, including the PG Shares, may be bound or subject;

(c)violate any order, judgment, injunction, award or decree of any court, arbitratoror governmental or regulatory body against, or binding upon, or any agreement with, orcondition imposed by, any governmental or regulatory body, foreign or domestic, binding upon PG orany of the Owners or upon the securities, assets or business of PG and/or any of theOwners;

(d)violate any statute, law or regulation of any jurisdiction as such statute, lawor regulation relates to PG and/or the Owners or to the securities, properties or business ofPG and/or any of the Owners;or

(e)result in the breach of any of the terms or conditions of, constitute a defaultunder, or otherwise cause an impairment of, any permit or license held by PG and/or any of theOwners.

Section 5.12. Articles of Incorporation andBylaws.

(a)The Owners have heretofore delivered to Earth true, correct and completecopies of each of PG's respective Articles ofOrganization.

(b)The minute books of PG accurately reflect all actions taken at all meetingsand consentsinlieuofmeetingsofitsrespectivemembersorowners,andallactionstakenatallmeetingsandconsentsinlieu ofmeetings of itsmanaging members from the date of incorporation to the date hereof.

Section 5.13. Compliance with Laws. To the best of the Owners' knowledge, neither PG nor any of the Owners are in violation of any applicable order, judgment, injunction, award ordecree nor are they in violation of any federal, state, local or foreign law, ordinance or regulation orany other requirement of any governmental or regulatory body, court or arbitrator, other thanthose violations which, in the aggregate, would not have a material adverse effect on PG or theOwners and have not received written notice that any violation is beingalleged.

Section 5.14. Material Information. This Agreement, the Schedules attached hereto and all other information provided in writing by the Owners or representatives thereof to Earth, takenas awhole,donotcontain anyuntruestatementofamaterialfactoromittostateamaterialfactnecessary to make any statement contained herein or therein not misleading. There are no facts or conditions which have not been disclosed to Earth in writing which, individually or in the aggregate, could have a material adverse effect on PG and/or the Owners or a material adverse effect on the ability of the Owners to perform any of their obligations pursuant to this Agreement.

Section 5.15. Actions and Proceedings. There are no outstanding orders,judgments, injunctions, awards or decrees of any court, governmental or regulatory body orarbitration tribunal against or involving PG or the Owners. There are no actions, suits or claims orlegal, regulatory, administrative or arbitration proceedings pending or, to the knowledge ofthe Owners, threatened against or involving PG or the X-FireShares.

Section 5.16. Operations. Except as contemplated by this Agreement, since theirrespective date of organization, PG hasnot:

(a)amended its Certificate or Articles of Organization or merged with or intoor consolidated with any other person or entity, subdivided or in any way reclassified any ofits ownership interests or changed or agreed to change in any manner the rights of itsownership interests or the character of itsbusiness;

(b)issued, reserved for issuance, sold or redeemed, repurchased orotherwise acquired, or issued options or rights to subscribe to, or entered into any contract orcommitment to issue, sell or redeem, repurchase or otherwise acquire, any ownership interests or anybonds, notes, debentures or other evidence or indebtedness;or

(c)made any loan or advance to any manager, officer, director oremployee, consultant, agent or otherrepresentative.

ARTICLEVI

COVENANTS AND AGREEMENTS OFOWNERS

Section 6.01. Conduct of Businesses in the Ordinary Course. From the date of this Agreement totheClosingDate,theOwnersshallcause PGtoconductitsbusinesssubstantiallyinthemanner in which it is currentlyconducted.

Section 6.02. Preservation of Permits and Services. From the date of this Agreement tothe ClosingDate,theOwnersshall causeeachofPGtouseitsbesteffortstopreserveanypermitsand licenses in full force and effect and to keep available the services, and preserve thegoodwill, of its present managers, officers, employees, agents, andconsultants.

Section 6.03. Conduct Pending the Closing Date. From the date of this Agreement tothe ClosingDate:(a)theOwnersshallcauseeachofPG touseitsbesteffortstoconductitsaffairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the

representations and warranties contained in Article V shall continue to be true and correct onand as oftheClosingDateasifmadeonandasoftheClosingDate;and(b)theOwnersshallpromptly notify Earth of any event, condition or circumstance that would constitute a violation

or breach of this Agreement by any of theOwners.

Section 6.04. Corporate Examinations and Investigations. Prior to the Closing Date, Earthshall be entitled, through its employees and representatives, to make suchreasonableinvestigation of the assets, liabilities, properties, business and operations of PG, andsuchexaminationofthebooks,records,taxreturns,resultsofoperationsandfinancialconditionofeach. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Owners and its employees and representatives, including without limitation, their counsel and independent public accountants, shall cooperate fully with such representatives in connection with such reasonable review and examination.

ARTICLE VII

COVENANTS AND AGREEMENTS OF EARTH

Section 7.01. Conduct of Businesses in the Ordinary Course. From the date of this Agreement to the Closing Date, Earth shall conduct its businesses substantially in the manner in which itis currentlyconducted.

Section 7.02. Preservation of Permits and Services. From the date of this Agreement tothe Closing Date, Earth shall use its best efforts to preserve any permits and licenses in full forceand effect and to keep available the services of its respective present officers, employees,consultants and agents and to preserve theirgoodwill.

Section 7.03. Litigation. From the date of this Agreement to the Closing Date, Earth shall notifytheOwnersofanyactionsorproceedingsofthetypedescribedinSection4.09thatarethreatened or commenced against Earth or against any officer, director, employee, properties or assets of Earth and of any requests for information or documentary materials by any governmental or regulatory body in connection with the transactions contemplated hereby.

Section 7.04. Conduct of Earth Pending the Closing. From the date hereof through theClosing Date:

(a)Earth shall use its best efforts to conduct its affairs in such a manner sothat, except as otherwise contemplated or permitted by this Agreement, the representationsand warranties contained in Article IV shall continue to be true and correct on and as of theClosing Date as if made on and as of the Closing Date;and

(b)Earth shall promptly notify the Owners of any event, condition or circumstance occurringfromthedatehereofthroughtheClosingDatethatwouldconstituteaviolationorbreach of this Agreement byEarth.

Section 7.05. Corporate Examinations and Investigations. Prior to the Closing Date, the Owners shall be entitled, through their employees and representatives, to make any investigation

of the assets, liabilities, properties, business and operations of Earth; and such examination ofthe books,records,taxreturns,resultsofoperationsandfinancialconditionofEarth.Anysuchinvestigation and examination shall be conducted at reasonable times and underreasonable circumstances and Earth and its employees and representatives shall cooperate fully with such representatives in connection with such reasonable review and examination.

ARTICLEVIII

CONDITIONS PRECEDENT TO THE OBLIGATION OF EARTH TOCLOSE

TheobligationsofEarthtobeperformedbyitattheClosingpursuanttothisAgreementaresubject to the fulfillment on or before the Closing Date, of each of the following conditions,any one or more of which may be waived by it, to the extent permitted by law:

Section 8.01. Representations and Covenants. (a) The representations and warranties ofthe Owners contained in this Agreement shall be true and correct on and as of the Closing Datewith thesameforceandeffectasthoughmadeonand asoftheClosingDate,exceptthatanyofsuch representations and warrantiesthataregiven as ofa particular date and relate solely toa particular date or period shall be true as of such date or period; and

(b) The Owners shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by them on orbefore the Closing Date. The Owners shall have delivered to Earth a certificate, dated the ClosingDate, and signed by each Owner to the foregoingeffect.

Section 8.02. Governmental Permits andApprovals.

(a)All approvals, authorizations, consents, permits and licenses fromgovernmental and regulatory bodies required for the transactions contemplated by this Agreement andto permit the business currently carried on by PG to continue to be carried on substantially inthe same manner immediately following the Closing Date shall have been obtained and shall bein full force and effect, and Earth shall have been furnished with appropriate evidence,reasonably satisfactorytothem,ofthegrantingof suchapprovals,authorizations,consents, permitsand licenses; and

(b)There shall not have been any action taken by any court, governmentalor regulatory body then prohibiting or making illegal on the Closing Date thetransactions contemplated by thisAgreement.

Section 8.03. Third Party Consents. All consents, permits and approvals from partiesto contracts with PG that may be required in connection with the performance by theOwners hereunder or the continuance of such contracts in full force and effect after the ClosingDate, shall have beenobtained.

Section 8.04. Litigation. No action, suit or proceeding shall have been instituted andbe continuing or be threatened by any person to restrain, modify or prevent the carrying out of the

transactions contemplated hereby, or to seek damages in connection with such transactions,or that has or could have a material adverse effect on PG or on the PG Shares.

Section8.05 Closing Documents. The Owners shall have executed and deliveredthe documents described in Section 2.03above.

ARTICLEIX

CONDITIONS PRECEDENT TO THE OBLIGATION OF THE OWNERS TOCLOSE

TheobligationsoftheOwners tobeperformedbythemattheClosingpursuanttothisAgreementaresubjectto thefulfillment,on orbefore theClosingDate, ofeachthefollowing conditions, any one or more of which may be waived by it, to the extent permitted by law:

Section 9.01. Representations and Covenants. (a) The representations and warranties ofEarth containedinthis AgreementshallbetrueandcorrectonandasoftheClosingDatewiththe same force and effect as though made on and as of the Closing Date, except that any of such representations andwarranties that aregivenasofa particular dateandrelate solely to a particular date or period shall be true as of such date or period; and

(b) Earth shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or before theClosing Date. Earth shall have delivered to the Owners a certificate dated the Closing Date, andsigned by an authorized signatory of Earth to the foregoingeffect.

Section 9.02. Governmental Permits and Approvals. (a) All approvals,authorizations, consents, permits and licenses from governmental and regulatory bodies required forthe transactions contemplated by this Agreement and to permit the business currently carried onby Earth to continue to be carried on substantially in the same manner immediately followingthe Closing Date shall have been obtained and shall be in full force and effect, and the Ownersshall have been furnished with appropriate evidence, reasonably satisfactory to them, of thegranting of such approvals, authorizations, consents, permits and licenses; and

(b)There shall not have been any action taken by any court, governmentalor regulatory body then prohibiting or making illegal on the Closing Date thetransactions contemplated by thisAgreement.

Section9.03. Litigation. No action, suit or proceeding shall have been instituted andbe continuing or be threatened by any person to restrain, modify or prevent the carrying out ofthe transactions contemplated hereby, or to seek damages in connection with such transactions,or that has or could have a material adverse effect onEarth.

Section 9.04. Closing Documents. Earth shall have executed and delivered thedocuments described in Section 2.04above.

Section 10.01.Termination.

ARTICLE X

TERMINATION

(a)Notwithstanding anything to the contrary in this Agreement, this Agreementmay be terminated and the Share Exchange and the other transactions contemplated bythis Agreement shall be abandoned at any time prior to theClosing:

(i)by mutual written consent of the Owners andEarth;

(ii)by either the Owners or Earth in the event that a temporaryrestraining order, preliminary or permanent injunction or other judicial order preventing theconsummation of the Share Exchange or any of the other transactions contemplated hereby shall havebecome final and non-appealable; provided, that, the party seeking to terminate this Agreementpursuant tothisclause(ii)shall haveusedallcommerciallyreasonableeffortstohavesuchorder, injunction or other order vacated;

(iii)by Earth if Earthis not then in material breach of this Agreement andif there shall have been any breach by the Owners (which has not been waived) of one or moreof its representations or warranties, covenants or agreements set forth in this Agreement,which breach or breaches (A) would give rise to the failure of a condition set forth in Article VIII,and

(B) shall not have been cured within thirty (30) days following receipt by the Owners ofwritten notice of such breach, or such longer period in the event that such breach cannot reasonablybe expectedto becuredwithinsuch 30-dayperiodandtheOwnersarediligentlypursuingsuchcure;

(v) by the Owners if the Owners are not then in material breach of this Agreement and if there shall have been any breach by Earth (which has not been waived) ofone or more of its representations or warranties, covenants or agreements set forth in thisAgreement, whichbreachorbreaches(A)wouldgiverisetothefailureofaconditionsetforth in ArticleIX, and (B) shall not have been cured within thirty (30) days following receipt by Earth of written notice of such breach; or

(b)If the eventofterminationbytheOwnersorEarthpursuanttothisSectionl0.01, written notice thereof shall forthwith be given to the other Party and the transactions contemplatedbythisAgreement shallbe terminated, without furtheraction byanyParty. If the transactions contemplated by this Agreement are terminated as provided herein, the Owners shall immediately cause each of nominees appointed to the Board of Directors of Earth and/or appointed as officers of Earth to resign from all such positions.

Section10.02.EffectofTermination. If thisAgreementisterminatedandthetransactionscontemplated hereby are abandoned as described in Section 10.01, this Agreement shallbecome nullandvoidandofnofurtherforce andeffect, except for the provisions of (i)Section 10.01 and this Section 10.02; (ii) Section 11.15 relating to certain expenses; and (iii) Section 11.01 relating to publicity. Nothing in this Section 10.02 shall be deemed to release any Party from any liability for any breach by such Party of the terms, conditions, covenants and other provisions of this

Agreement or to impair the right of any Party to compel specific performance by any otherParty of its obligations under thisAgreement.

ARTICLEXI MISCELLANEOUS

Section 11.01. Public Notices. The Parties agree that all notices to third parties and allother publicity concerning the transactions contemplated by this Agreement shall be jointlyplanned and coordinated and no Party shall act unilaterally in this regard without the prior approval ofthe others, such approval not to be unreasonablywithheld.

Section11.02. Time shall be of the essencehereof.

Section11.03. Any notice or other writing required or permitted to be givenhereunder or for the purposes hereof shall be sufficiently given if delivered or faxed to the Party to whomit is given or, if mailed, by prepaid registered mail addressed to such Partyat:

if to the Owners,at:

PlasmaGenix,Inc. 455 N. PrairieAve. Inglewood, CA90301

if to Earth,at:

c/o W. Scott Lawler Attorney atLaw 1255 W. Rio Salado Parkway, Ste.215 Tempe, AZ85281

ph:480.830.2700

fx:480.830.2717

or at such other address as the Party to whom such writing is to be given shall have lastnotified to the Party giving the same in the manner provided in this article. Any notice mailed shallbe deemed to have been given and received on the fifth Business Day next following the date ofits mailingunlessatthetimeofmailingorwithinfive(5)BusinessDays thereafter there occurs a postal interruption which could have the effect of delaying the mail in the ordinary and usual course, in which case any notice shall only be effectively given if actually delivered or sent by telecopy. Any notice delivered or faxed to the Party to whom it is addressed shall be deemed to have been given and received on the Business Day next following the day it was deliveredor faxed.

Section 11.04. Governing Law; Venue; Submission to Jurisdiction. This Agreement shallbe governed by and construed and enforced in accordance with, the internal laws of the Stateof Nevada without regard to the conflict of laws principles thereof as the same apply toagreements executed solely by residents of the State of Nevada and wholly to be performed within theState of Nevada. Each of the Parties submits to the jurisdiction of any state or federal court sittingin

the State of Nevada in any action or proceeding arising out of or relating to thisAgreement, agrees that all claims in respect of the action or proceeding may be heard and determined inany such court, and agrees not to bring any action or proceeding arising out of or relating tothis Agreement in any other court. Each of the Parties waives any defense or inconvenient forumto the maintenance of any action or proceeding so brought and waives any bond, surety, orother security that might be required of any other Party with respectthereto.

Section11.05.Severability. If acourtofcompetentjurisdictiondeterminesthatanyoneor moreofthe provisions contained in this Agreement isinvalid,illegalorunenforceable in any respect in any jurisdiction, the validity, legality and enforceability ofsuch provision or provisions shall notinany way beaffected or impairedtherebyinanyother jurisdiction and the validity, legality and enforceability of the remainingprovisions contained herein shall notin any waybeaffectedor impairedthereby, unless in either case as a resultof suchdetermination this Agreement would fail in its essential purpose.

Section 11.06. Entire Agreement. This Agreement constitutes the entire agreement betweenthe Parties and supersedes all prior agreements and understandings, oral or written, by andbetween any of the Parties with respect to the subject matterhereof.

Section 11.07. Further Assurances. The Parties shall with reasonable diligence, do allsuch things and provide all such reasonable assurances as may be required to consummatethe transactions contemplated by this Agreement, and each Party shall provide suchfurther documents or instruments required by the other Party as may be reasonably necessaryor desirable to give effect to the purpose of this Agreement and carry out its provisionswhether before or after the ClosingDate.

Section 11.08. Assignment, Successors and Assigns. Neither Party may assign (directly,or indirectly by way of merger, amalgamation, stock sale or any similar procedure) any of itsrights or obligationshereunder.

Section 11.09. Waiver. Except as provided in this Article, no action taken or inaction pursuantto this Agreement will be deemed to constitute a waiver of compliance with anywarranties, conditions or covenants contained in this Agreement and will not operate or be construed asa waiver of any subsequent breach, whether of a similar or dissimilar nature. No waiver ofany right under this Agreement shall be binding unless executed in writing by the Party to bebound thereby.

Section 11.10. Counterparts. This Agreement may be executed in as many counterparts asmay be necessary or by facsimile and each such counterpart agreement or facsimile so executedshall be deemed to be an original and such counterparts and facsimile copies together shallconstitute one and the same instrument and shall be valid andenforceable.

 

EX-3.1