CN Dragon Corporation (fka DRGN)

[Vance]

YES, THE 42MIL SHARES ARE RESTRICTED!

Item 1.01 Entry into a Material Definition Agreement.


On March 14, 2010, we entered into a share exchange agreement (the “Exchange Agreement”) with CNDC Group Ltd (“CNDC Group”), a privately held corporation incorporated under the laws of the British Virgin Islands. The Exchange Agreement provides for the acquisition of CNDC Corporation (“CNDC”), a wholly-owned subsidiary of CNDC Group. On the Closing Date (hereinafter defined) of the Exchange Agreement, we will acquire one (1) issued and fully paid ordinary share of CNDC, representing 100% equity interest in CNDC. In exchange, we will issue 42,000,000 restricted shares of our common stock to CNDC Group. Accordingly, following the Closing Date, CNDC will become our wholly-owned subsidiary. We intend to close the transaction on the date and at the time the exchange documents are executed by all parties (the “Closing Date”).