8-K 1 g5715.txt CURRENT REPORT DATED 1-18-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) January 18, 2012 Commission File Number 000-53774 EARTH DRAGON RESOURCES, INC. (Exact name of registrant as specified in its charter) Nevada N/A (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Azaban Green Terrace St. 3-20-1 Minami Azabu Minato-ku Tokyo, Japan 106-0047 (Address of principal executive offices) (Zip Code) 81-(0)3-6859-8532 (Registrant's telephone number, including area code) ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On January 18, 2012, Earth Dragon Resources, Inc., a Nevada corporation (referred to herein as "we", "us", "our" and "our company" and "Earth Dragon"), entered into a Share Exchange Agreement with Project X, Inc., a private Nevada corporation (the "Project X") and the shareholders of the Earth Dragon (the "Agreement"), whereby pursuant to the terms and conditions of the Agreement, the shareholders of Project X will acquire Eight Million Five Hundred Seventy Thousand (8,570,000) shares of our common stock, in exchange for all of the issued and outstanding shares of Project X. Project X will be held and operated as the Company's wholly-owned subsidiary. The issuance of such shares of our common stock will not involve any public offering, general advertising or solicitation. At the time of the issuance, and prior thereto, the shareholders of Project X have fair access to and was in possession of all available material information about our company. The shares will bear a restrictive transfer legend in accordance with Rule 144 under the Securities Act. The closing of the transactions in the agreement are contingent upon satisfaction of closing conditions listed in the Agreement, which includes Project X providing its audited annual financial statements and unaudited interim financial statements, as required by Regulation S-X. A copy of the Agreement is attached hereto as Exhibit 2.1.Within ninety (90) days from the closing of the Agreement, we will file an amendment to this Form 8-K to include such financial statements, pro forma financial statements showing the effects of the acquisition. The issuance of the securities above will be effected 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. Project X 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 is to engage in the business of locating and recovering valuable cargo from ships lost throughout the world's oceans. On July 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 JV's business strategy is to recover/salvage World War I and World War II commodity cargo shipwrecks that have been identified by the DMS research team that contain valuable bulk high value cargos that can be profitably recovered using proprietary recovery equipment, techniques and procedures developed by Deep Marine Salvage. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATE: January 20, 2012 EARTH DRAGON RESOURCES By: /s/ Thomas Herdman --------------------------------- Name: Thomas Herdman Title: President 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

June 6, 2011

Date of Report (date of Earliest Event Reported)

Earth Dragon Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

NEVADA		000-53774		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

Azaban Green Terrace St.

3-20-1 Minami Azabu Minato-ku

Tokyo, 106-0047 Japan

(Address of principal executive offices and zip code)

81-(0)3-6859-8532

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Resignation of a member of the Board of Directors; Election of Directors.

On June 6, 2011, the Board of Directors (the “Board”) of Earth Dragon Resources, Inc., a Nevada corporation (the “Company”) increased the number of members of the Board to four (4).

On June 6, 2011, the Company appointed Mr. Frederick Lewon to fill the vacancy on the Board of Directors created by the increase in the number of members of the board. Mr. Lewon’s appointment was effective immediately.

Mr. Lewon, age 50, has more than 25 years of experience in the Canadian mining and energy sectors. Mr. Lewon has worked on site in various locations for different companies, giving him a practical approach that can be applied to mining operations. From 2003 to 2007 Mr. Lewon was a project supervisor for Coast Mountain Excavations. While in this position Mr. Lewon completed numerous mining and commercial projects. From 2008 to 2010 Mr. Lewon was a project supervisor and Security Head of Uranium exploration projects in the Bancroft area in Ontario for Gravhaven Mines. He completed the drilling program under budget and provided a Canadian Compliant 43-101 engineering report. He also established security protocols and safely secured all perimeters of the site and equipment, with a perfect safety record for all on-site personnel.

Mr. Lewon graduated from British Columbia Institute of Technology with a diploma of Technology in Mining, Mineral and Exploration. He has also been a member of The Mining Association of Canada since 1995.

There is no arrangement or understanding between Mr. Lewon and any other persons pursuant to which Mr. Lewon was selected as a member of the Company's Board.

SIGNATURES

Pursuant to the requirements of the Securities Exchange of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE: June 7, 2011

EARTH DRAGON RESOURCES INC.

By: /s/ THOMAS HERDMAN

Name: Thomas Herdman

Title: President

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