0001524777-11-000053.txt : 20110829 0001524777-11-000053.hdr.sgml : 20110829 20110829155522 ACCESSION NUMBER: 0001524777-11-000053 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110531 FILED AS OF DATE: 20110829 DATE AS OF CHANGE: 20110829 EFFECTIVENESS DATE: 20110829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EARTH DRAGON RESOURCES INC. CENTRAL INDEX KEY: 0001441247 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 274537450 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53774 FILM NUMBER: 111062907 BUSINESS ADDRESS: STREET 1: AZABAN GREEN TERRACE ST. STREET 2: 3-20-1 MINAMI AZABU MINATO-KU CITY: TOKYO STATE: M0 ZIP: 106-0047 BUSINESS PHONE: 81-(0)3-6859-8532 MAIL ADDRESS: STREET 1: AZABAN GREEN TERRACE ST. STREET 2: 3-20-1 MINAMI AZABU MINATO-KU CITY: TOKYO STATE: M0 ZIP: 106-0047 NT 10-K 1 ntform10k.htm NT 10-K ntform10k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING

(Check One):   X Form 10-K  ___Form 20-F  ___Form 11-K   ___Form 10-Q    ___Form 10-D  Form N-SAR   ____Form N-CSR

For Period Ended: May 31, 2011

[  ]  Transition Report on Form 10-K
[  ]  Transition Report on Form 20-F
[  ]  Transition Report on Form 11-K
[  ]  Transition Report on Form 10-Q
[  ]  Transition Report on Form N-SAR
For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Full Name of Registrant: EARTH DRAGON RESOURCES, INC.

Former Name if Applicable:
 
 
Address of Principal Executive Office (Street and Number): 702.2-8-21 Katase Kaigain,

 City, State and Zip Code:  Fujisawa, Kanagawa 251-0035, Japan

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)      X

(a)  The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
(b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)  The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach Extra Sheets if Needed)

The Form 10-K for the fiscal period ended May 31, 2011, will not be submitted by the deadline due to a situation where the workload exceeds available personnel which has become a more difficult problem during this holiday season. Certain events and activities during and subsequent to the end of the reporting period required the reallocation of time normally used for the preparation of the report.  The Registrant was unable to complete analysis of all financial and non-financial information needed to be included in the report.  As a result, the Registrant’s independent auditors will also not be able to complete their review of the financial statements prior to August 29, 2011.

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
 
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PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this notification

W. SCOTT LAWLER                                      602                                                         466-3666
(Name)                                                      (Area Code)                                           (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).       X      Yes               ___ No

(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?       X       Yes               ___ No

The company expects to report a net loss for the fiscal year ended May 31, 2011, of $429,013, compared to a net loss of $23,969 from the previous fiscal year. This increased loss is due mainly to increased other general and administrative expenses of $151,996 (2010: $17,194), compensation to related parties of $142,339 (2010: nil) and $125,000 for impairment of investment in Tanzania Joint Venture (2010: nil).

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

EARTH DRAGON RESOURCES, INC
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:  August 29, 2011                        By:           /s/ Thomas William Herdman                                                      
Name & Title: Thomas William Herdman-President

INSTRUCTION:  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.
 
 
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

2.  One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act.  The information contained in or filed with the form will be made a matter of public record in the Commission files.

3.  A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

4.  Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished.  The form shall be clearly identified as an amended notification.

5.  Electronic Filers.  This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties.  Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (section 232.201 or section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to rule 13(b) of Regulation S-T (section 232.13(b) of this chapter.

 
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