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) April 27, 2012
Commission File Number 000-53774
EARTH DRAGON RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada 27-4537450
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
402 W. Broadway, Suite 400 San Diego, California 92101
(Address of principal executive offices) (Zip Code)
(619) 321-6882
(Registrant's telephone number, including area code)
ITEM 2.04 - TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
Project X, a wholly-owned subsidiary of Earth Dragon Resources, Inc. (the
"Company"), 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.
On April 27, 2011, Project X entered into a Pledge Agreement with Deep Marine
Salvage, Inc. ("DMS") for the prompt and complete performance of JV funding
obligations. The Pledge Agreement is for the benefit of DMS to secure the prompt
and complete payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) by the Project X of the JV funding obligations,
which for purposes hereof is deemed satisfied upon completion of either:
(a) Project X raising $10 million for the operations of the JV; or
(b) Project X raising such lesser amount for the operations of the JV,
which the parties to the JV agree is sufficient for the JV's
operations.
Any funds raised via "in-kind" financing shall be counted towards the amounts
described above.
The shares will bear a restrictive transfer legend due to the fact that the
shares will not be registered with the Securities and Exchange Commission and
can only be resold pursuant to a registration statement or pursuant to an
exemption from the registration requirements set forth in the securities laws
and regulations.
ITEM 3.02 - UNREGISTERED SALE OF EQUITY SECURITIES
As referenced above, we issued a total of 10,000,000, shares of our common stock
in connection with the Pledge Agreement between Project X and Deep Marine
Salvage, Inc.
The issuance of the securities above was made 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.
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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: April 30, 2012
EARTH DRAGON RESOURCES, INC.
By: /s/ J. Michael Johnson
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Name: J. Michael Johnson
Title: President
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