Attached files
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) September 6, 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)
Registrant's telephone number, including area code: (619) 321-6882
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
Project X, Inc., a wholly-owned subsidiary of Earth Dragon Resources, Inc. (the
"Company"), was formed on June 1, 2011, for the purpose of entering into 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 September 6,
2012, 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"). This JV supersedes the original Joint
Venture dated July 20, 2011, and the Amendment to that Joint Venture dated
January 13, 2012. The JV's business strategy is to locate and obtain cargo from
identified shipwrecks located globally.
The JV Agreement with Deep Marine Salvage, Inc. ("DMS") calls for the prompt and
complete performance of JV funding obligations. On April 27, 2012, the parties
entered into a Pledge Agreement whereby 10 million shares of the Company's
common stock was issued to 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 DMS.
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.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
10.1 Joint Venture Agreement
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: September 10, 2012
EARTH DRAGON RESOURCES, INC.
By: /s/ J. Michael Johnson
----------------------------------------
Name: J. Michael Johnson
Title: President