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) February 13, 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On February  10,  2012,  Earth  Dragon  Resources,  Inc.,  a Nevada  corporation
(referred to herein as "we",  "us", "our" and "our company" and "Earth Dragon"),
completed the acquisition of all of the outstanding  capital stock of Project X,
Inc., a private Nevada  corporation (the "Project X"). Pursuant to the terms and
conditions of the Share Exchange Agreement, we entered into on January 18, 2012,
with all of the  shareholders  of  Project  X (the  "Agreement"),  we issue  the
shareholders  of  Project  X  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 will be held and operated
as our  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 had 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.

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.

Within  ninety  (90) days from the  closing  of the  Agreement,  we will file an
amendment to this Form 8-K to include the audited annual  financial  statements,
of Project X and its  unaudited  interim  financial  statements,  plus pro forma
financial statements showing the effects of the acquisition.

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES

As referenced above, we issued a total of 8,570,000,  shares of our common stock
in connection  with the closing of the Agreement to the  shareholders of Project
X. Of those shares,  4,000,000 were issued to J. Michael Johnson,  a co-founder,
officer  and  director  of Project X and  4,000,000  were issued to the Jason A.
Sunstein,  Family  Trust,  the  trustee  of  which is  Jason  Sunstein  who is a
co-founder, officer and director of Project X. The remaining 570,000 shares were
issued to minority shareholders of Project X.

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 5.01 CHANGES IN CONTROL OF REGISTRANT

As a result of the issuance of the securities  referenced above in Item 3.02 and
the change in our Board of  Directors  described  below in Item 5.02,  there has
been a change in control of Earth Dragon.  Mr. Johnson and Mr. Sunstein now each
control 44% of the Earth Dragon's issued and outstanding shares of common stock.
Mr. Johnson and Mr. Sunstein are also Earth Dragon's only executive officers and
directors.

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ITEM  5.02  RESIGNATION  OF A MEMBER  OF THE  BOARD OF  DIRECTORS;  ELECTION  OF
            DIRECTORS

In connection with the closing of the Agreement,  Mr. Thomas Herdman resigned as
the sole officer and  director of Earth Dragon and J. Michael  Johnson and Jason
Sunstein were elected as officers and directors the Company until the earlier of
their  removal or  resignation.  Mr.  Johnson was named as our President and Mr.
Sunstein was named as our Treasurer and Secretary.

Mr.  Johnson has over 20 years of experience  in the public and private  capital
markets. For the past 10 years he has been an independent consultant working for
various  private  and  public  companies   assisting   management  in  obtaining
institutional  investors and analyst coverage to maximize shareholder value. His
primary focus has been identifying  funding  sources,  structuring the financing
and  negotiating  the  transaction.  He has  participated  in  IPO's,  secondary
offerings, debt and equity financings, as well as private placements both on the
retail and  institutional  level.  His entry into the public  markets began with
various broker  dealers in both retail and  institutional  sales.  His financial
career  began  at  Fidelity  Investments  in 1989 in the  institutional  trading
division.  In 2005,  Mr.  Johnson was the  co-founder of Johnson and West,  Inc.
which  started both Maku  Furniture  and Eco-Shop  which  specializes  in unique
design  and   eco-friendly   furniture   manufactured  in  Indonesia  and  other
brands/products  from over 50  companies  which  are part of the sales  channel.
Currently, Mr. Johnson serves on the Board of Directors. Mr. Johnson, along with
Mr. Sunstein,  is a co-founder of Project X. He received his Bachelor of Science
degree in Economics in 1989 from Fitchburg State University.

Mr.  Sunstein  is a  co-founder  of  Project  X and has  worked on  Project  X's
development since September 2011, including its pre-formation  activities.  From
2005 to 2011,  Mr.  Sunstein was a co-founder  and employed as Vice President of
Finance  by  ubroadcast,   Inc.  (now  known  as,   Santeon   Group,   Inc.),  a
publicly-traded  software  company.  From 2000 through August 2005, Mr. Sunstein
was a co-founder  and employed as Vice  President of Finance by Viper  Networks,
Inc., a publicly-traded diversified technology development company.

                                   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: February 13, 2012

EARTH DRAGON RESOURCES


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

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