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) July 19, 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 5.06 - CHANGE IN COMPANY SHELL STATUS

Since its  incorporation,  the Company has not been a "shell"  company,  as such
term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). During the compilation of the Company's first consolidated
quarterly report and review of prior financial reports,  it was found that prior
management  erroneously  marked "Shell"  company for the periodic  reports filed
from February 2009 through October 2010.

ORGANIZATIONAL HISTORY

Earth Dragon Resources,  Inc. was incorporated in the State of Nevada on October
23,  2007.  The  Company was formed to engage in the  business  of locating  and
recovering  mineral  deposits,  reserves and precious metals.  The Company began
with initial  exploration  activities in S.W. Nevada with a claim referred to as
"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 is a  wholly-owned
subsidiary.

Project X, Inc. 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.

CAPITALIZATION

As of the date of this filing,  the Company has 21,901,402  common shares issued
and outstanding.

                                   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: July 19, 2012

EARTH DRAGON RESOURCES, INC.


By: /s/ J. Michael Johnson
    -------------------------------------
Name:  J. Michael Johnson
Title: President