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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
March 6, 2013
Date of Report (date of Earliest Event Reported)
EARTH DRAGON RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 000-53774 27-4537450
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File No.) Identification No.)
402 W. Braodway
Suite 400
San Diego, CA 92101
(Address of principal executive offices and zip code)
81-(0)3-6859-8532
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On March 6, 2013, Earth Dragon Resources, Inc., a Nevada corporation ("Earth
Dragon"), terminated the Joint Venture Agreement (the "JV Agreement") it entered
into on September 5, 2012, and the Pledge Agreement (the "Pledge Agreement") it
entered into on April 27, 2012, with Deep Marine Salvage Inc. ("DMS"). In
exchange for Earth Dragon's agreement to cancel the Joint Venture, Earth Dragon
received an interest in the cargo recoveries from the three (3) World War I
shipwrecks that were the subject of the Joint Venture Agreement, equal to two
percent (2%) of the total recoveries, with a total maximum payout to Earth
Dragon of $5 million.
Pursuant to the Termination Agreement, the 10,000,000 shares issued to DMS in
connection with the Pledge Agreement were cancelled and returned to treasury. As
a result, the number of issued and outstanding shares of the Company's common
stock was reduced to 13,001,143 shares.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
(d) Exhibits
99.1 Press Release dated March 6, 2013
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: March 20, 2013
EARTH DRAGON RESOURCES INC.,
a Nevada corporation
By: /s/ Michael Johnson
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Name: Michael Johnson
Title: President