UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

~~Form~~FORM ~~10-Q~~10Q

x ~~QUARTERLY~~Quarterly ~~REPORT~~report ~~UNDER~~under ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934 for the quarterly period ended August 31, 2011

~~For the quarterly period ended February 28, 2011~~OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to ______________________

Commission ~~file~~File ~~number~~Number 000-53774

EARTH DRAGON RESOURCES INC.
(Exact name of small business issuer as specified in its charter)
Nevada					N/A
(State or other jurisdiction of incorporation or organization)					(IRS Employer Identification No.)
Azaban Green Terrace St. 3-20-1 Minami Azabu Minato-ku Tokyo, 106-0047 Japan
(Address of principal executive offices)
81-(0)3-6859-8532
(Issuer’s telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ X]	YES	[ ]	NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer			[ ]			Accelerated filer				[ ]
Non-accelerated filer			[ ]	(Do not check if a smaller reporting company)		Smaller reporting company				[ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
						[ ]	YES	[ x ]	NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
						[ ]	YES	[ ]	NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
						[ ]	YES	[ ]	NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Earth Dragon Resources, Inc.

~~254,480,000~~ (Exact ~~common~~name ~~shares~~of ~~issued~~registrant ~~and outstanding~~ as ofspecified ~~April~~in ~~11,~~its ~~2011.~~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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ ]	YES	[ X ]	NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer			[ ]		Accelerated filer				[ ]
Non-accelerated filer			[ ]	(Do not check if a smaller reporting company)	Smaller reporting company				[ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
					[ X ]	YES	[ ]	NO
As of September 27, 2012, there were 22,601,143 shares outstanding of the Issuer’s common stock.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~Earth Dragon Resources Inc.~~2

(An Exploration Stage Company)

Earth Dragon Resources Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in US Dollars)


	August 31,			May 31,
	2011			2011
	(Unaudited)
ASSETS
Current Assets
Cash	$	54		$	100
Prepaid Expenses		5,950			7,450
Total Current Assets		6,004			7,550

Mining property acquisition costs, less reserve for impairment of $6,500		-			-
Total Assets	$	6,004		$	7,550




LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Account payable and accrued liabilities	$	81,002		$	57,897
Due to related parties		126,439			66,439
Notes payable - current		26,980			306,980
Total current liabilities		234,421			431,316

Notes payable - non-current (less unaccreted debt discount of $256,519 at August 31, 2011)		23,481			-
Total Liabilities		257,902			431,316

Stockholders' Equity (Deficiency)
Common stock, $0.0001 par value; authorized 2,850,000,000 shares, issued and outstanding 508,960 and 508,960 shares, respectively		51			51
Additional paid-in capital		407,724			127,724
Deficit accumulated during the exploration stage		(659,673	)		(551,541	)
Total stockholders' equity (deficiency)		(251,898	)		(423,766	)
Total Liabilities and Stockholders' Equity (Deficiency)	$	6,004		$	7,550


See notes to financial statements.

~~Finacial Statements~~3

Table of Content

Earth Dragon Resources Inc.
(An Exploration Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)

	Three months Ended August 31, 2011			Three months Ended August 31, 2010			Period October 23, 2007 (Inception) to August 31, 2011

Revenue	$	-		$	-		$	-

Operating costs and expenses
Impairment of mining property acquisition costs		-			-			6,500
Impairment of investment in Tanzania Joint Venture		-			-			125,000
Exploration costs		-			400			31,662
Compensation to related parties		60,000			-			202,339
Other general and administrative expenses		15,774			3,913			252,536
Total Operating costs and expenses		75,774			4,313			618,037

Loss from Operations		(75,774	)		(4,313	)		(618,037	)

Interest expense on notes payable, incuding accretion of debt discount of $23,481, $0 and $23,481 respectively		(32,358	)		-			(41,636	)

Net Loss	$	(108,132	)	$	(4,313	)	$	(659,673	)

Net Loss per share
Basic and diluted	$	(0.21	)	$	(0.00	)


Number of common shares used to compute loss per share
Basic and Diluted		508,960			508,960


See notes to financial statements.

Balance Sheets	............................................................................................................................................................................................... F-2
Statements of Operations	............................................................................................................................................................................................... F-3
Statements of Stockholders' Equity Deficiency	...............................................................................................................................................................................................F-4
Statements of Cash Flows	............................................................................................................................................................................................... F-5

F-1

Earth Dragon Resources Inc.
(An Exploration Stage Company)
Statements of Stockholders' Equity
For the period October 23, 2007 (Inception) to August 31, 2011
(Expressed in US Dollars)


	Common Stock, $0.0001 Par Value						Additional Paid-in Capital		Deficit Accumulated During the Exploration Stage			Total Stockholders' Equity
	Shares			Amount

Common stock issued for cash on January 31, 2008 at $0.0263 per share		760,000		$	76		$	19,924	$	-		$	20,000
Net loss for the period October 23, 2007 (inception) to May 31, 2008		-			-			-		(14,392	)		(14,392	)
Balance, May 31, 2008		760,000			76			19,924		(14,392	)		5,608
Common stock sold on January 31, 2009 at $0.6579 per share		148,960			15			97,985		-			98,000
Net loss		-			-			-		(84,167	)		(84,167	)
Balance, May 31, 2009		908,960			91			117,909		(98,559	)		19,441
Net loss		-			-			-		(23,969	)		(23,969	)
Balance, May 31, 2010		908,960			91			117,909		(122,528	)		(4,528	)
Forgiveness of due to related party by Yuan Kun Deng, Chief Executive Officerof the Company from October 23, 2007 (inception) to September 21, 2010		-			-			9,775		-			9,775
Cancellation on January 21, 2011 of common stock issued on January 31, 2008 to Yuan Kun Deng, Chief Executive Officer of the Company from October 23, 2007 (inception) to September 21, 2010		(400,000	)		(40	)		40		-			-
Net loss		-			-			-		(429,013	)		(429,013	)
Balance, May 31, 2011		508,960			51			127,724		(551,541	)		(423,766	)
Unaudited:
Intrinsic value of beneficial conversion feature granted to holder of $280,000 promissory note on June 1, 2011 (limited to amount of note)		-			-			280,000		-			280,000
Net loss		-			-			-		(108,132	)		(108,132	)
Balance, August 31, 2011		508,960		$	51		$	407,724	$	(659,673	)	$	(251,898	)

See notes to financial statements.

Earth Dragon Resources Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in US Dollars)
					February 28,		May 31,
					2011		2010
			ASSETS		(Unaudited)
Current Assets
	Cash			$	40,914	$	18,700
	Prepaid Expenses				15,700		-
Total Current Assets					56,614		18,700
Mining property acquisition costs, less reserve for
	impairment of $6,500				-		-
Total Assets				$	56,614	$	18,700
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
	Account payable and accrued liabilities			$	2,264	$	13,833
	Due to related parties				8,839		9,395
	Notes payable				341,980		-
Total current liabilities					353,083		23,228
Stockholders' Equity (Deficiency)
	Common stock, $0.0001 par value;
		authorized 2,850,000,000 shares, issued and outstanding
		254,480,000 and 454,480,000 shares, respectively			25,448		45,448
	Additional paid-in capital				102,327		72,552
	Deficit accumulated during
		the exploration stage			(424,244)		(122,528)
Total stockholders' equity (deficiency)					(296,469)		(4,528)
Total Liabilities and Stockholders' Equity (Deficiency)				$	56,614	$	18,700

See notes to financial statements.


Earth Dragon Resources Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)


	Three months Ended August 31, 2011			Three months Ended August 31, 2010			Period October 23, 2007 (Inception) to August 31, 2011

Cash Flows from Operating Activities
Net loss	$	(108,132	)	$	(4,313	)	$	(659,673	)
Adjustments to reconcile net loss to net cash used for operating activities:								-
Impairment of mining property acquisition costs		-			-			6,500
Impairment of investment in Tanzania Joint Venture		-			-			125,000
Accretion of debt discount		23,481			-			23,481
Changes in operating assets and liabilities:
Prepaid expenses		1,500			-			(5,950	)
Accounts payable and accrued liabilities		23,105			1,428			85,548
Due to related party		60,000			-			151,339
Net cash provided by (used for) operating activities		(46	)		(2,885	)		(273,755	)

Cash Flows from Investing Activities
Mineral property acquisition		-			-			(6,500	)
Investment in Tanzania Joint Venture		-			-			(125,000	)
Net cash provided by (used for) investing activities		-			-			(131,500	)

Cash Flows from Financing Activities
Proceeds from sale of common stock		-			-			118,000
Due to related party		-			2,825			7,309
Proceeds from notes payable		-			-			315,000
Repayment of notes payable		-			-			(35,000	)
Net cash provided by (used for) financing activities		-			2,825			405,309

Increase (decrease) in cash		(46	)		(60	)		54
Cash, beginning of period		100			18,700			-

Cash, end of period	$	54		$	18,640		$	54


Supplemental Disclosures of Cash Flow Information:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Schedule of non-cash financing activities:
Issuance of Promissory Note to Irish Son Limited ("ISL") in exchange for ISL's payment of company liabilities (Accounts payable and accrued liabilities- $1,980, Due to related party - $25,000)	$	-		$	-		$	26,980
Increase in due to related party (Yuan Kun Deng, Chief Executive Officer of the Company from October 23, 2007 (inception) to September 21, 2010) as a result of Mr. Deng's payment of Company liabilities	$	-		$	-		$	2,566
Forgiveness of due to related party by Yuan Kun Deng, Chief Executive Officer of the Company from October 23, 2007 (inception) to September 21, 2010
	$	-		$	-		$	9,775

See notes to financial statements.

~~F-2~~ 6

Earth Dragon Resources Inc.
(An Exploration Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)
			Three months Ended February 28, 2011		Three months Ended February 28, 2010		Nine months Ended February 28, 2011		Nine months Ended February 28, 2010		Period October 23, 2007 (Inception) to February 28, 2011
Revenue		$	-	$	-	$	-	$	-	$	-
Cost and expenses
	Impairment of mining property acquisition costs		-		-		-		-		6,500
	Impairment of investment in Tanzania Joint Venture		125,000		-		125,000		-		125,000
	Exploration costs		-		-		400		-		31,662
	Compensation to related parties		50,000		-		84,839		-		84,839
	Other general and administrative expenses		82,008		3,933		91,477		9,140		176,243
Total Costs and Expenses			257,008		3,933		301,716		9,140		424,244
Net Loss		$	(257,008)	$	(3,933)	$	(301,716)	$	(9,140)	$	(424,244)
Net Loss per share
	Basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Number of common shares used to compute loss per share
	Basic and Diluted		367,813,334		454,480,000		425,591,112		454,480,000		388,657,551
See notes to financial statements.

F-3

Earth Dragon Resources Inc.
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficiency)
For the period October 23, 2007 (Inception) to February 28, 2011
(Expressed in US Dollars)
		Common Stock, $0.0001 Par Value				Additional Paid-in Capital		Deficit Accumulated During the Exploration Stage		Total Stockholders' Equity (Deficiency)
		Shares		Amount
Common stock issued for cash
	on January 31, 2008 at $0.0000526 per share	380,000,000	$	38,000	$	(18,000)	$	-	$	20,000
Net loss for the period October 23,
	2007 (inception) to May 31, 2008	-		-		-		(14,392)		(14,392)
Balance, May 31, 2008		380,000,000		38,000		(18,000)		(14,392)		5,608
Common stock sold on
	January 31, 2009 at $0.0013158 per share	74,480,000		7,448		90,552		-		98,000
Net loss		-		-		-		(84,167)		(84,167)
Balance, May 31, 2009		454,480,000		45,448		72,552		(98,559)		19,441
Net loss								(23,969)		(23,969)
Balance, May 31, 2010		454,480,000		45,448		72,552		(122,528)		(4,528)
Unaudited:
Forgiveness of due to related party by
	Yuan Kun Deng, Chief Executive Officer
	of the Company from October 23, 2007
	(inception) to September 21, 2010	-		-		9,775		-		9,775
Cancellation on January 21, 2011 of
	common stock issued on January 31, 2008
	to Yuan Kun Deng, Chief Executive
	Officer of the Company from October 23,
	2007 (inception) to September 21, 2010	(200,000,000)		(20,000)		20,000		-		-
Net loss for the nine months
ended February 28, 2011		-		-		-		(301,716)		(301,716)
Balance, February 28, 2011		254,480,000	$	25,448	$	102,327	$	(424,244)	$	(296,469)
See notes to financial statements.

F-4

Earth Dragon Resources Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
				Nine months Ended February 28, 2011		Nine months Ended February 28, 2010		Period October 23, 2007 (Inception) to February 28, 2011
Cash Flows from Operating Activities
	Net loss		$	(301,716)	$	(9,140)	$	(424,244)
	Adjustments to reconcile net loss to net cash
		used for operating activities:
		Impairment of mining property acquisition costs		-		-		6,500
		Impairment of investment in Tanzania Joint Venture		125,000		-		125,000
	Changes in operating assets and liabilities:
		Prepaid expenses		(15,700)		-		(15,700)
		Accounts payable and accrued liabilities		(7,023)		(6,221)		4,244
		Due to related party		33,839		-		33,839
Net cash provided by (used for) operating activities				(165,600)		(15,361)		(270,361)
Cash Flows from Investing Activities
	Mineral property acquisition			-		-		(6,500)
	Investment in Tanzania Joint Venture			(125,000)		-		(125,000)
Net cash provided by (used for) investing activities				(125,000)		-		(131,500)
Cash Flows from Financing Activities
	Proceeds from sale of common stock			-		-		118,000
	Due to related party			(2,186)		3,899		9,775
	Notes Payable			315,000		-		315,000
Net cash provided by (used for) financing activities				312,814		3,899		442,775
Increase (decrease) in cash				22,214		(11,462)		40,914
Cash, beginning of period				18,700		30,398		-
Cash, end of period			$	40,914	$	18,936	$	40,914
Supplemental Disclosures of Cash Flow Information:
	Interest paid		$	-	$	-	$	-
	Income taxes paid		$	-	$	-	$	-
Schedule of non-cash financing activities:
	Issuance of Promissory Note to Irish Son Limited
		("ISL") in exchange for ISL's payment of
		company liabilities (Accounts payable and
		accrued liabilities- $1,980, Due to related party-
		$25,000)	$	26,980	$	-	$	26,980
	Increase in due to related party (Yuan Kun Deng,
		Chief Executive Officer of the Company from
		October 23, 2007 (inception) to September 21, 2010)
		as a result of Mr. Deng's payment of Company liabilities	$	2,566	$	-	$	2,566
	Forgiveness of due to related party by Yuan Kun Deng,
		Chief Executive Officer of the Company from
		October 23, 2007 (inception) to September 21, 2010	$	9,775	$	-	$	9,775
See notes to financial statements.

F-5

EARTH DRAGON RESOURCES INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~February~~August 2831, 2011

(Expressed in US Dollars)

(Unaudited)

1. Nature of Operations

Earth Dragon Resources, Inc. (the “Company”) was incorporated in the State of Nevada on October 23, 2007. The Company is an Exploration Stage Company as defined by Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entities”. As discussed in Note 3, the Company ~~has~~ acquired a mineral property located in the State of Nevada, U.S.A, ~~and~~in ~~has~~December ~~not~~2007, ~~yet~~which ~~determined~~claim ~~whether~~expired ~~this~~September ~~property~~1, ~~contains reserves that are economically recoverable~~2011. As discussed in Note 4, the Company entered into ~~two~~three joint venture agreements to finance certain other mining activities. As discussed in ~~Africa~~Note 10, the Company acquired Project X, Inc., a Nevada corporation formed June 1, 2011 to enter into a Joint Venture to recover valuable cargo from lost ships, on February 10, 2012.

Effective December 14, 2010, the Company effected a 38 for 1 forward stock split, increasing the issued and outstanding shares of common stock from 11,960,000 shares to 454,480,000 shares. Effective December 12, 2011, the Company effected a 1 for 500 reverse stock split, decreasing the issued and outstanding shares of common stock from 254,480,000 shares to approximately 508,960 shares. All shares and per share amounts have been adjusted to retroactively reflect ~~this~~these stock ~~split~~splits.

Going Concern

The financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. At August 31, 2011, the Company had cash of $54 and negative working capital of $228,417. For the three months ended August 31, 2011 and 2010, the Company had net losses of $108,132 and $4,313, respectively. The Company has incurred losses totaling $659,673 for the period from October 23, 2007 (inception) to August 31, 2011.These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to raise additional capital and achieve profitable operations through future business ventures. However, there is no assurance that the Company will accomplish these objectives. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

EARTH DRAGON RESOURCES INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2011

(Expressed in US Dollars)

(Unaudited)

2. Interim Financial Information

The unaudited financial statements as of ~~February~~August 2831, 2011 and for the three ~~and nine~~ months ended ~~February~~August 2831, 2011 and 2010 and for the period October 23, 2007 (inception) to ~~February~~August 2831, 2011 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of ~~February~~August 2831, 2011 and the results of operations and cash flows for the periods ended ~~February~~August 2831, 2011 and 2010. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the ~~nine~~three months ended ~~February~~August 2831, 2011 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending May 31, ~~2011~~2012. The balance sheet at May 31, ~~2010~~2011 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the period October 23, 2007 (inception) to May 31, ~~2010~~2011 as included in our Form 10-K filed with the Securities and Exchange Commission on September 1413, ~~2010~~2011.

EARTH DRAGON RESOURCES INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2011

(Expressed in US Dollars)

(Unaudited)

3. Mineral Property

In December 2007, we acquired the right to conduct exploration activities on the Mountain Queen Lode Mining Claim, located in Clark County, Nevada, U.S.A., at a cost of $6,500. The Claim Number iswas NMC#1010396, which ~~expires~~expired on September 1, 2011.

In March 2008, the Company received an evaluation report from a third party consulting firm recommending an exploration program with a total estimated cost of $88,000. Due to lack of working capital, the Company ~~has~~never ~~not~~ completed this program.

On May 31, 2008, the Company recorded a $6,500 provision for impairment of mining property acquisition costs.

4. Joint Venture Agreements

Ghana

On January 12, 2011, the Company entered into a Joint Venture Agreement with Gravhaven Limited whereby the parties ~~are~~were to work together to develop the Nkwanta and the Asuogya mining concessions located in Ghana that are owned by Netas Mining Company (“Netas”). Gravhaven Limited ~~has~~had the right to acquire a 65% ownership interest in Netas pursuant to the terms of a Joint Venture Agreement dated April 5, 2010 it entered into with Netas and Emmanuel Adolf Tagoe, a shareholder of Netas. Under the terms of its joint venture agreement with Gravhaven, the Company iswas to contribute $2,000,000 towards the development of Netas’ concessions in exchange for a 20% ownership in Netas.

OnTo ~~March 8~~date, ~~2011,~~the weCompany ~~paid~~has ~~$35,000~~not tomade ~~Hansen~~any ~~Drilling~~capital ~~Ltd.~~contributions ~~as our first cash contribution~~ to this joint venture.

Tanzania

On January 21, 2011, the Company entered into a Joint Venture Agreement with Gregory Investments Corp. (“Gregory”) whereby the parties were to work together to develop certain mining concessions located in Tanzania that are owned by Chisu Gold Mines Limited (“Chisu”), which is owned 60% by Gregory. The Joint Venture Agreement provided that the Company was to pay Gregory an initial amount of $100,000 and was to conduct due diligence within 90 days. Also, the Company was to contribute an additional $400,000 within 90 days, an additional $2,000,000 over 2 years (in exchange for a 20% ownership interest in Chisu), and an additional $3,000,000 within 3 years of the date of completion of the feasibility study (in exchange for an additional 30% ownership interest in Chisu). On March 30, 2011, the Company decided not to proceed with this joint venture.

On January 24, 2011 and February 23, 2011, we made payments to Ivana Obrenic of $25,000 and $100,000, respectively, pursuant to this joint venture. Effective February 28, 2011, we recorded a $125,000 provision for impairment of investment in Tanzania joint venture.

EARTH DRAGON RESOURCES INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2011

(Expressed in US Dollars)

(Unaudited)

4. Joint Venture Agreements (cont'd)

Quebec

On May 25, 2011, the Company entered into a Joint Venture Agreement with OverThrust Mining Corporation (“OverThrust”) whereby the parties were to work together to develop certain mining properties known as the Brown1 and Brown2 properties, located in the Township of Schefferville, Quebec (the “Properties”). The Joint Venture Agreement provided that the Company was to contribute a total of $750,000 to the joint venture, $250,000 per year for 3 years.

To date, the Company has not made any capital contributions to this joint venture.

5. Due to Related Parties

Due to related parties consists of :

	February 28, 2011		May 31, 2010
	August 31, 2011			May 31, 2011
Compensation and expenses due Thomas Herdman
Compensation and expenses due Thomas Herdman (“ Herdman”), chief executive officer of the Company from September 21, 2010 to February 10, 2012	$	96,439		$	51,439
(“ Herdman”), chief executive officer of the
Compensation due Date Jiriicho (“ Jiriicho”),director of the Company from February 1, 2011 to February 10, 2012		17,500			10,000
Company since September 21, 2010	$	6,339	$	-
Compensation due James Park (“ Park”), director of the Company from February 1, 2011to February 10, 2012		12,500			5,000
Totals	$	126,439		$	66,439

Compensation due Date Jiriicho (“ Jiriicho”),
director of the Company since
February 1, 2011		2,500		-
Amount due Yuan Kun Deng (“Deng”),
chief executive officer of the Company from
October 23, 2007 (inception) to September 21, 2010,
non-interest bearing, due on demand		-		9,395
Totals	$	8,839	$	9,395

Under a Consultant Agreement dated September 23, 2010 with Herdman, chief executive officer of the Company from September 21, 2010 to February 10, 2012, the Company agreed to pay Herdman compensation of $15,000 per month for management services, or $124,839 for the period September 21,2010 to May 31, 2011. On October 13, 2010 and November 18, 2010, Irish Son Limited (“ISL”) paid $10,000 and $15,000, respectively, to Herdman or his designee on behalf of the Company (see Note 6). The term of the Consultant Agreement was one year; either party could terminate the agreement by giving the other party 30 days written notice.

Under a Consultant Agreement dated ~~September~~February 231, ~~2010~~2011 with ~~Herdman~~James Park, Mining ~~chief~~Geologist, Director ~~executive officer~~ of the Company ~~since~~from ~~September~~February 211, ~~2010~~2011 to February 10, 2012, the Company agreed to pay ~~Herdman~~Park compensation of $152,~~000~~500 per month for ~~management~~director ~~services,~~fees ~~or $79,839 for the period September 21,2010 to February 28, 2011. On October 13, 2010~~ and ~~November~~service ~~18,~~relating ~~2010, Irish Son Limited (“ISL”) paid $10,000 and $15,000, respectively,~~ to ~~Herdman or his designee on behalf of the~~ Company ~~(see~~joint ~~Note 6)~~ventures. ~~The term of the Consultant Agreement is one year; either party may terminate the agreement by giving the other party 30 days written notice.~~

Under a Consultant Agreement dated February 1, 2011 with ~~James~~Date ~~Park Mining Geologist~~Jiriicho, Director of the Company ~~since~~from February 1, 2011 to February 10, 2012, the Company agreed to pay ~~James~~Jiriicho ~~Park~~ compensation of $2,500 per month for director fees ~~and service relating to Company joint ventures~~.

~~Under~~Compensation aexpense ~~Consultant~~to ~~Agreement~~related ~~dated~~parties ~~February~~for ~~1, 2011 with Date Jiriicho, Director of~~ the ~~Company~~three ~~since~~months ~~February~~ended 1August 31, 2011, ~~the~~and ~~Company~~2010 ~~agreed~~was to$60,000 ~~pay~~and ~~Date Jiriicho compensation of~~ $20,~~500~~ ~~per month for director fees~~respectively.

Under a Release signed by Deng, chief executive officer of the Company from October 23, 2007 (inception) to September 21, 2010, Deng agreed to waive the $9,775 remaining balance due him. The Company reported this forgiveness as a $9,775 addition to additional paid-in capital.10

EARTH DRAGON RESOURCES INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2011

(Expressed in US Dollars)

(Unaudited)

6. Notes Payable

Notes payable consist of :

	February 28, 2011		May 31, 2010
	August 31, 2011			May 31, 2011
Promissory note dated February 28, 2011 issued to
Promissory note dated February 28, 2011(replaced June 1, 2011 with a Convertible Promissory Note) issued to MED Ventures Ltd. for cash advances on January 24, 2011 and February 22, 2011, interest at 12%, originally due February 27, 2012 (amended June 1, 2011 to extend maturity date to December 31, 2013), unsecured (commencing June 1, 2011, convertible into shares of common stock at a pre-split and post-split price of $0.001 per share), less unaccreted debt discount of $256,519 and $0 respectively.	$	23,481		$	280,000
MED Venture Ltd. for cash advances on January
Promissory note dated November 30, 2010 issued to Irish Son Limited (“ISL”) in exchange for ISL’s payments of certain Company liabilities (see Note 5), interest at 6%, due on demand, unsecured.		26,980			26,980
24, 2011 and February 22, 2011, interest at 12%,
Totals		50,461			306,980
due February 27, 2012, unsecured	$	315,000	$	-
Current portion		(26,980)			(306,980)
Promissory note dated November 30, 2010 issued to
Notes payable – non-current	$	23,481		$	-
Irish Son Limited (“ISL”) in exchange for ISL’s

payments of certain Company liabilities (see
Note 5), interest at 6%, due on demand, unsecured		26,980		-
Totals	$	341,980	$	-

On March 8, 2011, we repaid $35,000 of the $315,000 promissory note payable to MED Ventures Ltd. through a $35,000 payment to Hansen Drilling Ltd. at the instruction of MED Ventures Ltd.

On June 1, 2011, the Company executed a new Convertible Promissory Note to Med Ventures Ltd. which replaced the original Promissory Note dated February 28, 2011. The new Convertible Promissory Note provides the holder the right at any time to convert any part of the Note into shares of the Company’s common stock at a pre-split and post-split conversion rate of $0.001 per share (provided that such holder’s conversion does not result in the holder’s percentage ownership to exceed 4.9% of the total number of common shares outstanding). The new Convertible Promissory Note also provides that no re-capitalization, forward split or reverse split of the Company’s common stock to take effect after June 1, 2011 shall have a dilutive effect on the number of shares that are to be issued as a result of such conversion. Accordingly, the $0.001 per share conversion rate was not adjusted as a result of the December 12, 2011 1 for 500 reverse stock split. At the $0.001 conversion price, the $280,000 note balance is convertible into 280,000,000 shares of our common stock. Using the $0.041 pre-split June 1, 2011 closing trading price of our common stock, the $280,000 note balance would have been convertible into 6,829,268 shares of our common stock. Accordingly, the intrinsic value of the beneficial conversion feature is $11,200,000 (273,170,732 incremental shares multiplied by the $0.041 pre-split June 1, 2011 closing trading price), To account for this, the Company recognized a $280,000 debt discount on June 1, 2011 (the discount is limited to the amount of the proceeds allocated to the convertible instrument) and is accreting the discount as interest expense over the 31 month term of the Convertible Promissory Note.

At August 31, 2011 and May 31, 2011, accrued interest payable on the notes payable was $18,155 and $9,278, respectively.

EARTH DRAGON RESOURCES INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2011

(Expressed in US Dollars)

(Unaudited)

7. Common Stock

On January 31, 2008, the Company issued 380,000,000 shares of common stock to its former chief executive officer for total cash proceeds of $20,000.

On January 31, 2009, the Company closed on the sale of a total of 74,480,000 shares of common stock in its public offering at a price of $0.0013158 per share for total cash proceeds of $98,000.

On January 21, 2011, the Company cancelled 200,000,000 shares of common stock which had been issued on January 31, 2008 to Yuan Kun Deng, the chief executive officer of the Company from October 23, 2007 (inception) to September 21, 2010, pursuant to the request of Mr. Deng.

At ~~February~~August 2831, 2011, there ~~are~~were no outstanding stock options or warrants.

8. Income Taxes

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 35% to income (loss) before income taxes. The sources of the difference follow:

					~~Period from~~				Period from
	For the nine months ended				October 23, 2007
	For the three months ended								October 23, 2007
	February 28,				(Date of Inception) to
	August 31,								(Date of Inception) to
		2011		~~2010~~	~~February 28, 2011~~	2010			August 31, 2011
Expected tax at 35%	$	~~(105,601)~~$	$(37,846	~~(3,199~~)	$	~~(148,485)~~$	(1,509	)		$	(230,885	)
Increase in valuation allowance		105,601		3,199		148,485
Nondeductible accretion of debt discount			8,218				-				8,218
Income tax provision	$	-	$	-	$	-
Increase in valuation allowance			29,628				1,509				222,667
Income tax provision		$	-			$	-			$	-

Significant components of the Company’s deferred income tax assets are as follows:

	February 28, 2011				May 31, 2010
	August 31, 2011				May 31, 2011
Net operating loss carryforward	$	~~148~~222,~~485~~667		$	~~42,885~~$	193,039
Valuation allowances		(~~148~~222,~~485)~~667	)		~~(42,885)~~	(193,039	)
Net deferred income tax assets	$	-		$	-$	-

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $~~148~~222,~~485~~667 at ~~February~~August 2831, 2011 attributable to the future utilization of the net operating loss carryforward of $~~424~~636,~~244~~192 will be realized. Accordingly, the Company has ~~maintained~~provided a 100% allowance against the deferred tax asset in the financial statements. The Company will continue to review this valuation allowance and make adjustments as appropriate. The $~~424~~636,~~244~~192 net operating loss carryforward expires $14,392 in year 2028, $84,167 in year 2029, $23,969 in year 2030, ~~and~~$429,013 in year 2031and $~~301~~84,~~716~~651 in year ~~2031~~2032.

Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

~~9. COMMITMENTS AND CONTINGENCIES~~12

~~Going~~EARTH ~~Concern~~DRAGON ~~Uncertainty~~RESOURCES INC.

~~These~~(An ~~financial~~Exploration ~~statements~~Stage ~~have been prepared on a going concern basis, which implies the~~ Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. As of February 28, 2011, the Company has negative working capital of $296,469 and has accumulated losses of $424,244 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company plans to raise additional funds through private placements of debt and /or equity and to acquire interests in mining properties to ultimately achieve profitability. However, there is no assurance that the Company will attain these objectives. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.)

~~Joint~~NOTES ~~Venture~~TO ~~Agreement~~FINANCIAL STATEMENTS

AsAugust ~~discussed in Note 4~~31, under the Ghana joint venture agreement, the Company has committed to provide financing of $2,000,000 to the joint venture. Presently, the Company does not have sufficient funds and /or available financing to meet this commitment.2011

(Expressed in US Dollars)

(Unaudited)

9. Commitments and Contingencies

Joint Venture Agreements

As discussed in Note 4, the Company committed to provide financing totaling $2,750,000 to the Ghana and Quebec joint ventures. Presently, the Company does not have sufficient funds and /or available financing to meet these commitments.

Rental Agreement

On January 10, 2011, the ~~company~~Company entered into an Online Virtual Office Agreement with Regus for office space located in Japan. The term of the agreement iswas from January 11, 2011 to January 31, 2012. The monthly rent iswas 23,900 Japanese yen (or $~~292~~312 translated at the ~~February~~August 2831, 2011 exchange rate).

10. Subsequent Events

Reverse Stock Split

Effective December 12, 2011, the Company effected a 1 for 500 reverse stock split, decreasing the issued and outstanding shares of common stock from 254,480,000 shares to approximately 508,960 shares. The accompanying financial statements have been adjusted to retroactively reflect this stock split.

Acquisition of Project X , Inc.

On February 10, 2012, the Company completed its acquisition of Project X, Inc. (“Project X”) in exchange for 8,570,000 shares of Company common stock (representing approximately 94% of the approximately 9,078,960 issued and outstanding shares of Company common stock after the exchange) pursuant to a Share Exchange Agreement dated January 18, 2012.

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 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.

Conversions of Notes Payable into Common Stock

From March 27, 2012 to August 7, 2012, the Company issued a total of 3,520,000 shares of its common stock to 9 assignees of portions of the Convertible Promissory Note due to MED Ventures Ltd (see Note 6) in satisfaction of a total of $3,520 of such Note.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

As used in this quarterly report, the terms "we", "us", "our", "our company" mean Earth Dragon Resources Inc., unless otherwise indicated. We have no subsidiaries.

General Overview

We were incorporated in the State of Nevada on October 23, 2007.

On September 21, 2010, Yuan Kun Deng resigned as an officer and director of our company. As a result of Mr. Deng’s resignation, on September 21, 2010, we appointed Thomas William Herdman as our sole officer and director. As part of the acquisition of Project X, Inc. Mr. Herdman resigned and J. Michael Johnson was appointed President and Director and Jason Sunstein was appointed Vice President and Director.

On September 1, 2011, the mining claim (which we acquired in December 2007) expired.

Plan of Operation

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated ~~until we begin removing and selling minerals~~. There is no assurance we will ever reach this point. Accordingly, we must raise cash from ~~sources~~ other ~~than the sale of minerals found on the claim. That cash must be raised from other~~ sources. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and stay in business.

~~Nevada~~We ~~Claim~~expect to concentrate our future efforts on raising money to meet our funding obligations under the Joint Venture Agreement dated September 6, 2012 between Project X, Inc. (our wholly owned subsidiary acquired February 10, 2012) and Deep Marine Salvage, Inc. However, there is no assurance tht we will be successful in these efforts.

Our exploration target is to find an ore body containing zinc. Our success depends upon finding mineralized material. This includes a determination by our consultant if the claim contains reserves. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we don’t find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations.14

In addition, we may not have enough money to complete our exploration of the claim. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a second public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and can’t raise it, we will have to suspend or cease operations.

We must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed.

The claim is undeveloped raw land. To our knowledge, the claim has never been mined. The only event that has occurred is the recording of the claim by Larry Sostad in the name of Multi Metal Mining Corp., a physical examination of the claim by Yuan Kun Deng, our former officer and director, and retaining our consultant to manage the exploration of the claim. The registration of the claim was included in the $6,500 paid to Mr. Sostad. No additional payments were made or are due to Mr. Sostad or Multi Metal Mining Corp. for their services. The claims were recorded in Multi Metal Mining Corp. in order to simplify possible reconveyances of the claims to the former record owners and to the Bureau of Land Management should mineralized material not be discovered on the claim. Since Mr. Deng is a resident of the People’s Republic of China, the ability to obtain an acknowledged reconveyances (notarized) in compliance with U.S. law is very limited. To eliminate the problems related with the foregoing, we elected to have the claims recorded in Multi Metal Mining Corp.’s name. Multi Metal Mining Corp. is owned by Mr. Sostad.

On October 17, 2008, Multi Metal Mining Corp. executed a trust agreement acknowledging that it holds the claim in trust for us. In the event that Multi Metal Mining Corp. transfers title to a third party, the trust agreement will be used as evidence that they breached the terms thereof as well as breaching its fiduciary duty to us. Under the terms of the trust agreement, we have the responsibility to keep the claims in good standing in terms of filing and work and all other requirements. Originally, the trust agreement was executed by Mr. Sostad, individually, however, we discovered the claim was registered in the name of Multi Metal Mining Corp. a corporation owned by Mr. Sostad. We determined that the trust agreement would have to be executed by the record owner of the claim, Multi Metal Mining Corp.

On October 17, 2008, a new the trust agreement was executed by us and Multi Metal Mining Corp. to specifically state that Multi Metal Mining Corp. was the record holder of the claim; that it held the claim in trust for us; that the law of the situs of the claim, the law of Nevada, would govern the terms of the trust agreement; that the parties to the trust agreement consented to personal jurisdiction in the state of Nevada; that Multi Metal Mining Corp. will not transfer its interest to anyone other than us; that Multi Metal Mining Corp. will only transfer title to the claim to us; that Multi Metal Mining Corp. will not demand payment for the claim when it transfers the same to us; that Multi Metal Mining Corp. does not have the right to sell or transfer the interest in and to the claim to anyone but us; that Multi Metal Mining Corp. does not have the right to profit from the transfer of the claim if mineralized material is found on the claim; and, that Multi Metal Mining Corp. must transfer title to the claim to us without payment of any kind, upon our demand, whether mineralized material is found on the claim or not. The trust agreement, under Nevada law, will have the effects described above with respect to the obligations and duties of Multi Metal Mining Corp.

We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities. The reason is that whatever is located under adjoining claim may or may not be located on our claim.

We do not claim to have any minerals or reserves whatsoever at this time on the claim.

We intend to implement an exploration program which consists of trenching. Trenching is the process of removing samples from the surface and immediately below the surface to the ground. The samples will be tested to determine if mineralized material is located on the claim. Based upon the tests of samples, we will determine if we will terminate operations; proceed with additional exploration of the claim; or develop the claim. We intend to take our core samples to analytical chemists, geochemists and registered assayers located in Reno, Nevada. We have not selected any of the foregoing as of the date of this report.

We do not intend to interest other companies in the claim if we find mineralized materials. We intend to try to develop the reserves ourselves through the use of consultant. We have no plans to interest other

companies in the claim if we do not find mineralized material. To pay the consultant and develop the reserves, we will have to raise additional funds through a second public offering, a private placement or through loans. As of the date of this report, we have no plans to raise additional funds. Further, there is no assurance we will be able to raise any additional funds even if we discover mineralized material and a have a defined ore body.

If we are unable to complete any phase of exploration because we don’t have enough money, we will cease operations until we raise more money. If we can’t or don’t raise more money, we will cease operations. If we cease operations, we don’t know what we will do and we don’t have any plans to do anything.

All of the work on the claim will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Ghana Property

On January 12, 2011, we entered into a Joint Venture Agreement with Gravhaven Limited whereby the parties agreed to work together to develop the Nkwanta and the Asuogya mining concessions located in Ghana that are owned by Netas Mining Company (“Netas”). Gravhaven Limited has the right to acquire a 65% ownership interest in Netas pursuant to the terms of a Joint Venture Agreement dated April 5, 2010, it entered into with Netas and Emmanuel and Adolf Tagoe, a shareholder of Netas.

Under the terms of its joint venture agreement with Gravhaven, we will contribute $2,000,000 towards the development of Netas’ concessions in exchange for a 20% ownership in Netas Mining Company.

We are putting together exploration and drilling programs for the year 2011. The nature of exploration work program that will follow allows for five to ten years for the project. Since some gold was recovered during early prospecting work, it is assumed that full production will be attained in the shortest period possible.

The work program is part of our overall strategy that involves surface sampling of the veins, trenching and excavating the gold bearing horizons, and prospecting and mapping the concession while initially focusing on the "Golden Arrow Vein," (quartz vein) that is 2 meters in width currently being excavated by local African miners. Visible gold has been noted in the vein and we have implemented underground blasting to acquire fresh rock samples for gold assays.

The vein extends for a minimum of 275 meters across a well-defined linear ridge hosted by altered volcanics that contain fine disseminated arsenopyrite, a mineral common to gold deposits. Assays sampled as high as 6.70 ounces per ton (207.83 g/t). The bluish grey quartz vein was sampled over a 1 meter chip sample in the "Golden Arrow" adit, approximately 20 meters vertically below the over burden and surface laterite1 material.

The Nkwanta Concession lies within the Ashanti Gold Belt. The Ashanti Belt has the longest history of gold mining and is consequently the most understood of Ghana's gold belts. The area was the focus for gold exploitation in pre-colonial times when small scale artisanal mining extracted gold for traditional authorities whose culture attached great significance and value to the metal.

A total of 309 grab and channel samples and 290 auger samples mostly from within or near to the underground workings at the Golden Arrow, Chief, D10, Little D10, Scorpion and Ankobra quartz veins

were collected during 2010. Initial results from the Golden Arrow Vein produced gold values from both the grab and channel samples (a total of 59 samples) offered results as high as 1,579 ppm (1,579 g/t) and with numerous samples ranging from 25 - 200 ppm (25 - 200 g/t).

The Golden Arrow vein was sampled from historic workings at depths of approximately 200 feet with visible gold often seen in the smoky quartz veins which strike about 63° and dip steeply (generally 76°) to the southeast and average about 1.69 meters in width. All samples were sent for analysis by fire assay at Intertek Laboratory (formerly Transworld laboratory) in Tarkwa Ghana.

Results of Operations

Overview

Three Months Ended ~~February~~August 2831, 2011 and 2010

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended ~~February~~August 2831, 2011 which are included herein.

Our operating results for the three ~~(3)~~ months ended ~~February~~August 2831, 2011 ,and ~~for~~August ~~the three (3) months ended February 28~~31, 2010 ~~for~~were ~~the respective items are summarized~~ as follows:

	Three months Ended February 28 2011 ($)		Three months Ended February 28 2010 ($)
	Three Months Ended August 31, 2011 ($)		Three Months Ended August 31, 2010 ($)
Revenue		-Nil		-Nil
Operating Expenses		~~257~~75,~~008~~774		34,~~933~~313
Net Income (Loss)		(~~257~~108,~~008~~132)		(34,~~933~~313)

Operating Expenses

Our operating expenses for the three ~~(3)~~ months ended ~~February~~August 2831, 2011 and ~~February~~August 2831, 2010 are outlined in the table below:

		Three Months Ended
		February 28
		August 31
		2011		2010
Impairment of mining property acquisition costs	$	-	$	-
Exploration costs	$	Nil	$	400
Impairment of investment in Tanzania Joint Venture	$	125,000	$	-
Compensation to related parties	$	60,000	$	Nil
Exploration costs	$	-	$	-
General and administrative expenses	$	15,774	$	3,913
Compensation to related party	$	50,000	$	-
Other general and administrative expenses	$	82,008	$	3,933

The increase in operating expenses for the three ~~(3)~~ months ended ~~February~~August 2831, 2011, compared to the same period in fiscal 2010, was mainly due to ~~impairment~~an increase in compensation to related parties. Compensation of ~~investment~~$60,000 infor the ~~Tanzania~~quarter ~~Joint~~was ~~Venture~~accrued inbut ~~the~~not paid to our officers and directors per their compensation agreements.

amount of $125,000, an increase in other general and administrative expenses to $82,008 from $3,933, and compensation to related parties in the amount of $50,000.

Revenues

We have earned $0Nil revenues from selling precious metals since our inception.

Nine Months Ended February 28, 2011 and 2010

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2011 which are included herein.

Our operating results for the nine months ended February 28, 2011, for the nine months ended February 28, 2010 and the changes between those periods for the respective items are summarized as follows:

	Nine months Ended February 28 2011 ($)		Nine months Ended February 28 2010 ($)
Revenue		-		-
Operating Expenses		301,716		9,140
Net Income (Loss)		(301,716)		(9,140)

Operating Expenses

Our operating expenses for the nine months ended February 28, 2011 and February 28, 2010 are outlined in the table below:

		Nine Months Ended
		February 28
		2011		2010
Impairment of mining property acquisition costs	$	-	$	-
Impairment of investment in Tanzania Joint Venture	$	125,000	$	-
Exploration costs	$	400	$	-
Compensation to related party	$	84,839	$	-
Other general and administrative expenses	$	91,477	$	9,140

The increase in operating expenses for the nine months ended February 28, 2011, compared to the same period in fiscal 2010, was due to impairment of investment in the Tanzania Joint Venture in the amount of $125,000, an increase in other general and administrative expenses to $91,477 from $9,140, compensation to related parties in the amount of $84,839, and exploration costs of $400.

Revenues

We have earned $0 revenues from selling precious metals since our inception.

Liquidity and Financial Condition

As of ~~February~~August 2831, 2011, our total assets were $406,~~914 in cash and $15,700 in prepaid expenses~~004 and our total current liabilities were $~~341~~234,~~980.~~421 Asand ~~of February 28, 2011,~~ we had a working capital deficit of $~~285~~228,~~366~~417. Our financial statements report a net loss of $~~301~~108,~~716~~132 for the ~~nine~~three months ended ~~February~~August 2831, 2011.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.

Cash Flows
		Nine Months Ended		Nine Months Ended
		Three months ended
		February 28, 2011		February 28, 2010
		August 31, 2011		August 31, 2010
Net Cash provided by (Used in) Operating Activities	$	(~~165,600~~46)	$	(152,~~361~~885)
Net Cash Provided by (Used In) Investing Activities	$	~~125,000~~Nil	$	-Nil
Net Cash Provided by Financing Activities	$	~~312,814~~Nil	$	32,~~899~~825
Cash increase (decrease) during the period	$	~~22,214~~(46)	$	(~~11,462~~60)

We had ~~$40,914~~cash in ~~cash~~the amount of $54 as of ~~February~~August 2831, 2011 as compared to $~~18,700~~100 as of May 31, ~~2010~~2011. We had a working capital deficit of $~~296~~228,~~469~~417 as of ~~February~~August 2831, 2011 compared to working capital deficit of $4423,~~528~~ 766 as of May 31, ~~2010~~2011.

WeFrom ~~have~~inception ~~the right~~ to ~~explore~~August ~~one~~31, ~~claim~~2011, ~~containing~~we ~~one~~have ~~twenty~~issued ~~acre~~a ~~claim.~~total Weof ~~will~~508,960 ~~begin~~shares of our ~~exploration~~common ~~provided~~stock ~~that~~and ~~sufficient~~received ~~working~~a ~~capital~~total isof ~~obtained~~$407,775.

Since inception, we have issued 254,480,000 shares of our common stock and received $118,000. This number of shares issued reflects a 38:1 forward split that we conducted on December 14, 2010. On March 15, 2011, our Board of Directors approved a further 3:1 forward split. We are working with FINRA so that this change will be effected in the market in the near term.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

~~Milestones~~Acquisition of Project X , Inc.

~~Providing~~On ~~that~~February ~~sufficient~~10, ~~working~~2012, ~~capital~~the isCompany ~~obtained~~completed its acquisition of Project X, ~~the~~Inc. ~~following~~(“Project ~~are~~X”) ~~our~~in ~~milestones~~exchange for 8,570,000 shares of Company common stock (representing approximately 94% of the ~~Nevada~~approximately ~~claim:~~9,078,960 issued and outstanding shares of Company common stock after the exchange) pursuant to a Share Exchange Agreement dated January 18, 2012.

1.	90-180 days - Surveying, Trenching and Sampling. We will survey the claim. Surveying will cost up to $5,000. Trenching and sampling will cost up to $7,500. Trenching will used to accumulate samples from the surface and just below the surface. Our activities will be subcontracted to non-affiliated third parties. Time to conduct trenching and sampling - 90 days.
2.	180-210 days- Have an independent third party analyze the samples from the trenching to determine if mineralized material is below the ground. If mineralized material is found, we will attempt to define the ore body. We estimate that it will cost $3,000 to analyze the samples and will take 30 days. Delivery of the samples to the independent third party is necessary to carry out this milestone.

3. 210-370 days – If mineralized material is found, specific drilling targets will be established. We estimate this would cost $1,200. Subsequently, a process of permitting, contracting and hosting a drilling rig on site (including posting reclamation bond and all necessary government permits) which we estimate will cost $35,000 for mobilization/demobilization and $12,500 – 25,000 per drill hold, depending upon terrain and depth.16

The ~~following~~JV ~~are~~Agreement ~~our~~with ~~milestones~~Deep Marine Salvage, Inc. ("DMS") calls for the ~~Ghana~~prompt ~~claim~~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 Project X of the JV funding obligations, which for purposes hereof is deemed satisfied upon completion of either:

1.(a) 30Project ~~days~~X –raising We$10 ~~will~~million ~~conduct~~for anthe ~~offering~~operations of ~~securities~~the toJV; ~~raise $250,000 in working capital.~~or

2.(b) 60Project ~~days~~X -raising Wesuch ~~will~~lesser ~~drill~~amount ~~targets~~ for athe ~~summer~~operations ~~drill~~of ~~program~~the JV, which the parties to the JV agree is sufficient for the JV's operations.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources~~, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services~~.

To become profitable and competitive, we conduct into the research and exploration of the claim before we start production of any minerals we may find. We believe that we have the funds that will allow us to operate for one year.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.

CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended ~~November~~August 3031, ~~2010~~2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. ~~[REMOVED~~ MINE ~~AND~~SAFETY ~~RESERVED]~~DISCLOSURES

Not Applicable

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer ~~and Principal Financial Officer~~ pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

__________________

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this ~~14th~~ 3rd day of ~~April~~October, ~~2011~~2012.

	EARTH DRAGON RESOURCES INC.
Date: April 14, 2011	/s/ Thomas William Herdman
Date: October 3, 2012	/s/ J. Michael Johnson
	Thomas William Herdman
	J. Michael Johnson
	President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial and
	President and Director
	Principal Accounting Officer)

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