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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1
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.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
(d) Exhibits
10.5 Share Exchange Agreement
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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: January 20, 2012
EARTH DRAGON RESOURCES
By: /s/ Thomas Herdman
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Name: Thomas Herdman
Title: President
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