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EX-10.1 - JOINT VENTURE AGREEMENT - EARTH DRAGON RESOURCES INC.ex10-1.txt

                                  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