UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549





FORM 10-K





[X]
ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2011





Commission File Number:   000-53774





EARTH DRAGON RESOURCES INC.


(Exact name of registrant as specified in its charter)





NEVADA


(State or other jurisdiction of incorporation or organization)





Azaban Green Terrace St.


3-20-1 Minami Azabu Minato-ku


Tokyo, 106-0047 Japan


(Address of principal executive offices, including zip code.)





81-(0)3-6859-8532


(Registrant’s telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to section 12(g) of the Act:NONE
NONE





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   YES [   ]   NO [X]





Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act:    YES [X]   NO [   ]





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 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 [X]





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[   ]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller 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
[   ]
Smaller Reporting Company
[X](Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [   ]   NO [X]





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of November 30, 2010: $1,274,000.





At August 31, 2011, 254,480,000 shares of the registrant’s common stock were outstanding.


1


TABLE OF CONTENTS





Page No.PART IItem 1.
Business
3Item 1A.
Risk Factors
12Item 1B.
Unresolved Staff Comments
12Item 2.
Properties
12Item 3.
Legal Proceedings
12PART IIItem 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
13Item 6.
Selected Financial Data
15Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
15Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
18Item 8.
Financial Statements and Supplementary Data
18Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
20Item 9A.
Controls and Procedures
20Item 9B.
Other Information
22PART IIIItem 10.
Directors, Executive Officers and Corporate Governance
22Item 11.
Executive Compensation
25Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
26Item 13.
Certain Relationships and Related Transactions, and Director Independence
27Item 14.
Principal Accountant Fees and Services
27PART IVItem 15.
Exhibits, Financial Statement Schedules
29Signatures
30


2




PART I





ITEM 1.                      BUSINESS.





General





We were incorporated in the State of Nevada on October 23, 2007. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the development or production stage. We intend to conduct exploration activities on one claim. We maintain our statutory registered agent’s office at Business Filings Incorporated, 311 S. Division Street, Carson City, NV 89703 and our business office is located at Azaban Green Terrace St.,3-20-1 Minami Azabu Minato-ku, Tokyo, 106-0047 Japan. This is our mailing address as well. Our telephone number is
011-86-130-798-88886.




There is no assurance that a commercially viable mineral deposit exists on the claim and further exploration will be required before a final evaluation as to the economic feasibility is determined.





We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause our plans to change.





The fee simple title to the property is owned by the United States of America.  Mineral Property Services staked the land and obtained a claim from the BLM.  The claim is referred to as “Mountain Queen Lode Claim.”  We have the right to enter on the claim with our employees, representatives and agents, and to prospect, explore, test, develop, work and mine the claim.  On September 10, 2009, we became the registered owner of the Mountain Queen Lode Claim. Previously, Multi Metal Mining Corp. was the registered owner of Mountain Queen Lode Claim, who held it in trust for us.





The claim is unencumbered and there are no competitive conditions which affect the claim. Further, there is no insurance covering the claim and we believe that no insurance is necessary since the claim is unimproved and contains no buildings or improvements.





To date we have not performed any work on the claim. We are presently in the exploration stage and we cannot guarantee that a commercially viable mineral deposit, a reserve, exists in the claim until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.





Claim





The Mountain Queen Lode Claim is comprised of one located claim with an area of 20 acres located in the Goodsprings (Yellow Pine) Mining District situated within the southwestern corner of the State of Nevada, U.S.A. The Mountain Queen Lode Claim covers some former exploratory workings on an indicated mineral showing.  On September 10, 2009, we became the registered owner of the Mountain Queen Lode Claim. Previously, Multi Metal Mining Corp. was the registered owner of Mountain Queen Lode Claim, who held it in trust for us.


3


MAP 1







4


MAP 2










Location and Access





The Mountain Queen Lode Claim was located on November 26, 2007 and filed on November 30, 2007 in the Clark County recorder’s office in Las Vegas as No. 3366, File 080, Page 0087 in the official records book No. Z0071130.


5


The Mountain Queen Lode Claim is located within Section 33, Township 58 East, Range 25 South, in the Yellow Pine Mining District of Clark County, Nevada.





Access from Las Vegas, Nevada to the Mountain Queen Claim is southward via Interstate Highway 15 for approximately 31 miles to within five miles past the town of Jean, Nevada, thence westerly for seven miles to the Mountain Queen Lode Claim which is north of the road.





History





There is no reported production from the Mountain Queen Lode Claim, however prospect pits within the confines of the Mountain Queen Lode Claim indicates former exploration of mineral zones.





Physiography, Climate, Vegetation and Water





The Mountain Queen Lode Claim is situated at the southern end of the Sheep Mountain Range, a north-south trending range of mountains with peaks reaching an elevation of 4,184 feet. The claim covers the southwesterly facing slopes of a northerly trending ridge including the valley therefrom.  The area is of a typically desert climate with relatively high temperatures and low precipitation. Vegetation consists mainly of desert shrubs and cactus. Sources of water would be available from valley wells.





Regional Geology





In the Yellow Pine district, the Spring Mountain Range in the west, and the Sheep Mountain Range in the east consist mainly of Paleozoic sediments which have undergone intense folding accompanied by faulting. A series of Carboniferous sediments consist largely of siliceous limestones and include strata of pure crystalline limestone and dolomite with occasional intercalated beds of fine grained sandstone. These strata have a general west to southwest dip of from 15 to 45 degrees which is occasionally disturbed by local folds. Igneous rocks are scarce and are represented chiefly by quartz-monzonite porphyry dikes and sills. The quartz-monzonite porphyry is intruded into
these strata and is of post-Jurassic age, perhaps Tertiary.





Claim Geology





The Mountain Queen Lode Claim is indicated to be underlain by the Yellowstone Limestone Member of the Monte Cristo Limestone Formation in close proximity to a thrust fault.





Claim Mineralization





The mineralization on the Mountain Queen Lode Claim is reported to be a dolomitized breccia near the base of the Yellowpine Limestone Member. The mineralization is possibly of hydrozincite, calamine, and galena in addition to its oxidation products.





Supplies





Supplies and manpower are readily available for exploration of the claim.


6


Other





Other than our interest in the claim, we own no other property.





Our Proposed Exploration Program





Working with a $20,000 budget, we plan on doing trenching work with a back-hoe to expose bedrock.  Metal detecting, soil and rock chip sampling, and geological mapping will be done once the bedrock is exposed.  The object of this work will be to determine if there is an economically recoverable zinc resource on this claim.  All sample locations will be marked and mapped.  The initial phase of work will provide enough information to allow the company to decide whether or not to proceed to the next phase of exploration.





It will take us two to three weeks to complete the trenching and collect the samples.  Samples will be shipped to American Assay Labs of Reno Nevada, certified assayers.  It will take another two to three weeks to obtain results from the lab.  We will plot all sample locations on enlarged topo maps and provide GPS with these locations.  Thereafter we will begin core drilling.





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. Exploration and surveying has not been initiated and will not be completed until we raise additional money. That is because we do not have money to complete exploration.





Before minerals retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We can't predict what that will be until we find mineralized material.





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





The costs of our work program were provided by Professional Engineer and Geologist, Laurence Sookochoff.




We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success.  That is because we have a piece of raw land and we intend to look for a zinc ore body.  We may or may not find an ore body.  We have the right to prospect, explore, test, develop, work and mine the claim.  We hope we do, but it is impossible to predict the likelihood of such an event. In addition, the nature and direction of the exploration may change depending upon initial results.





We do not have any plan to take our company to revenue generation. That is because we have not found economic mineralization yet and it is impossible to project revenue generation from nothing.





The following is an outline of the estimated maximum costs of this first phase of exploration of this claim:


7





Consulting Services

$
19,210Survey

$
4,875Trenching & Sampling

$
0Analyzing Samples

$
1,900





Competitive Factors





The zinc mining industry is fragmented, that is there are many, many zinc prospectors and producers, small and large. We do not compete with anyone. That is because there is no competition for the exploration or removal of minerals from the claim. We will either find zinc on the claim or not. If we do not, we will cease or suspend operations. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the zinc mining market. Readily available zinc markets exist in the United States and around the world for the sale of zinc. Therefore, we will be able to sell any zinc that we are able to recover.





Rental Fee Requirement





The Federal government's Continuing Act of 2002 extends the requirement of rental or maintenance fees in place of assessment work for filing and holding mining claims with the BLM. All claimants must pay a yearly maintenance fee of $125 per claim for all or part of the mining claim assessment year. The fee must be paid at the State Office of the Bureau of Land Management by August 31, of each year. We have paid this fee through 2010. The assessment year ends on noon of September 1 of each year.  The initial maintenance fee is paid at the time the Notice of Location is filed with the BLM and covers the remainder of the assessment year in which the claim was
located. There are no exemptions from the initial fee. Some claim holders may qualify for a Small Miner Exemption waiver of the maintenance fee for assessment years after the year in which the claim was located.  We do not qualify for a Small Miner Exemption.  The following sets forth the BLM fee schedule:





Fee Schedule (per claim)Location Fee

$
30.00Maintenance Fee

$
125.00Service Charges

$
10.00Transfer Fee

$
5.00Proof of Labor

$
5.00Notice of Intent to Hold

$
5.00Transfer of Interest

$
5.00Amendment

$
5.00Petition for Deferment of Assessment Work

$
25.00Notice of Intent to Locate on Stock Raising Homestead land

$
25.00




The BLM regulations provide for three types of operations on public lands: 1. Casual Use level, 2. Notice level and 3. Plan of Operation level.





1. Casual Use means activities ordinarily resulting in no or negligible disturbance of the public lands or resources. Casual Use operations involve simple prospecting with hand tools such as picks, shovels, and metal detectors. Small-scale mining devices such as dry washers having engines with less than 10 brake-horsepower are allowed, provided they are fed using only hand tools. Casual Use level operations are not required to file an application to conduct activities or post a financial guarantee.


8




2. Notice level operations include only exploration activities in which five or less acres of disturbance are proposed. Presently, all Notice Level operations require a written notice and must be bonded for all activities other than reclamation.





3. Plans of Operation activities include all mining and processing (regardless of the size of the proposed disturbance), plus all other activities exceeding five acres of proposed public land disturbance.





Operators are encouraged to conduct a thorough inventory of the claim to determine the full extent of any existing disturbance and to meet with field office personnel at the site before developing an estimate. The inventory should include photographs taken "before" and "after" any mining activity.





If an operator constructs access or uses an existing access way for an operation and would object to BLM blocking, removing, or claiming that access, then the operator must post a financial guarantee that covers the reclamation of the access.





Concurrence by the BLM for occupancy is required whenever residential occupancy is proposed or when fences, gates, or signs will be used to restrict public access or when structures that could be used for shelter are placed on a claim. It is the claimant's responsibility to prepare a complete notice or plan of operators.





Mining Claims On State Land





The Nevada law authorizing location of claims on State Lands was repealed in 1998. Acquisition of mineral rights on Nevada trust land can only be accomplished by application for a prospecting permit, mineral lease, or lease of common variety materials.





We will secure all necessary permits for exploration and, if development of the claim is warranted, will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we
start our operations and know what that will involve from an environmental standpoint.





We are in compliance with all laws and will continue to comply with the laws in the future. We believe that compliance with the laws will not adversely affect our business operations.





We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the claim.





We will secure all necessary permits for exploration and, if development is warranted on the claim, will file final plans of operation before we start any mining operations. At this point, a permit from the BLM would be required. Also, we would be required to comply with the laws of the state of Nevada and federal regulations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes,
pits and shafts will be sealed upon abandonment of the claim. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.


9





Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities. The only "cost and effect" of compliance with environmental regulations in the State of Nevada is returning the surface to its previous condition upon abandonment of the claim. We will only be using "non-intrusive" exploration techniques and will not leave any indication that a sample was taken from the area.





We have not allocated any funds for the cost of reclamation of the claim.




Subcontractors





We intend to use the services of a consultant who will supervise the subcontractors for manual labor exploration work on the claim.  We have not selected the consultant as of the date of this annual report.




Employees and Employment Agreements





At present, we have no full-time employees.  Our officers and directors work part-time for the Company.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future.




Claim Interests and Mining Claims in General





Mining claims are subject to the same risk of defective title that is common to all real property interests. Additionally, mining claims are self-initiated and self-maintained and therefore, possess some unique vulnerabilities not associated with other types of property interests. It is impossible to ascertain the validity of unpatented mining claims solely from an examination of the public real estate records and, therefore, it can be difficult or impossible to confirm that all of the requisite steps have been followed for location and maintenance of a claim. If the validity of a patented mining claim is challenged by the BLM or the U.S. Forest Service on the grounds
that mineralization has not been demonstrated, the claimant has the burden of proving the present economic feasibility of mining minerals located thereon. Such a challenge might be raised when a patent application is submitted or when the government seeks to include the land in an area to be dedicated to another use.


10


Reclamation





We generally are required to mitigate long-term environmental impacts by stabilizing, contouring, resloping and revegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts will be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.





Government Regulation





Mining operations and exploration activities are subject to various national, state, and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will obtain the licenses, permits or other authorizations currently required to conduct our exploration program. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in the Nevada and United States.





Our mineral exploration program is subject to the regulations of the Bureau of Land Management.  The prospecting on the claim is provided under the existing 1872 Mining Law and all permits for exploration and testing must be obtained through the local Bureau of Land Management (BLM) office of the Department of Interior. Obtaining permits for minimal disturbance as envisioned by this exploration program will require making the appropriate application and filing of the bond to cover the reclamation of the test areas. From time to time, an archeological clearance may need to be contracted to allow the testing program to proceed.





Environment Regulations





Our activities are subject to various federal and state laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. We intend to conduct business in a way that safeguards public health and the environment.  We will conduct our operational compliance with applicable laws and regulations.





Changes to current state or federal laws and regulations in Nevada, where we intend to operate could in the future require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.





To date, there have been no material environmental incidents or non-compliance with any applicable environmental regulations on the Mountain Queen Lode Claim.







11


Our Office
 
 Our office is located at Azaban Green Terrace St.,3-20-1 Minami Azabu Minato-ku, Tokyo, 106-0047 Japan. This is our mailing address as well. Our telephone number is 81-(0)3-6859-8532.
 
 ITEM 1A.                    RISK FACTORS.





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





ITEM 1B.                    UNRESOLVED STAFF COMMENTS.





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





ITEM 2.                      PROPERTIES.





The Mountain Queen Lode Claim was located on November 26, 2007 and filed on November 30, 2007 in the Clark County recorder’s office in Las Vegas as No. 3366, File 080, Page 0087 in the official records book No. Z0071130.





The Mountain Queen Lode Claim is located within Section 33, Township 58 East, Range 25 South, in the Yellow Pine Mining District of Clark County, Nevada.





Access from Las Vegas, Nevada to the Mountain Queen Claim is southward via Interstate Highway 15 for approximately 31 miles to within five miles past the town of Jean, Nevada, thence westerly for seven miles to the Mountain Queen Lode Claim which is north of the road.





ITEM 3.                      LEGAL PROCEEDINGS.





We are not presently a party to any litigation.




12








PART II





ITEM 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.





Our stock was listed for trading on the Bulletin Board operated by the Financial Industry Regulatory Authority (FINRA) on April 15, 2009 under the symbol “EARH.”  There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.








Fiscal Year2011
High Bid
Low BidFourth Quarter: 3/1/11 to 5/31/11
$0.19
$0.031Third Quarter: 12/1/10 to 2/28/11
$1.55
$0.04Second Quarter: 9/1/10 to 11/30/10
$0.90
$0.51First Quarter: 6/1/10 to 8/30/10
$0.51
$0.51Fiscal Year2010
High Bid
Low BidFourth Quarter: 3/1/10 to 5/31/10
$0.51
$0.51Third Quarter: 12/1/09 to 2/28/10
$0.00
$0.00Second Quarter: 9/1/09 to 11/30/09
$0.00
$0.00First Quarter: 6/1/09 to 8/30/09
$0.00
$0.00








13





Holders





On July 1, 2011, we had approximately 82 shareholders of record of our common stock.





Section 15(g) of the Securities Exchange Act of 1934





Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.





Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as id and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock
transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.





Securities Authorized for Issuance Under Equity Compensation Plans





We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.




Status of Our Public Offering





On November 14, 2008, our Form S-1 registration statement (SEC file no. 333-152619) was declared effective by the SEC.  Pursuant to the S-1, we offered 1,000,000 shares minimum, 2,000,000 shares maximum at an offering price of $0.05 per share in a direct public offering, without any involvement of underwriters or broker-dealers.  On January 1, 2009, we completed our public offering and raised $98,000 by selling 1,960,000 shares of common stock at an offering price of $0.05 per share.  Since completing our public offering, we have used all of the $98,000 proceeds as follows:


14


Consulting Services

$
19,210Survey & Sampling

$
4,875Sample Analysis

$
1,900Exploration

$
25,487Trenching

$
0Core Drilling

$
0Telephone

$
0Stationary

$
0Accounting

$
9,605Office Expenses

$
36,923TOTAL

$
98,000
 ITEM 6.                      SELECTED FINANCIAL DATA.





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





ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.





This section of this annual 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.





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.





15


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. We have not selected a consultant as of the date of this report. 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.
  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 events that have occurred is the recording of the claim by Larry Sostad in the name of Multi Metal Mining Corp., and a physical examination of the claim by Yuan Kun Deng, our former sole officer and director.  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  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 he 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 trust agreement was executed 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 what ever is located under an 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.







16








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. Mr. Deng will not receive fees for his services. 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.





Results of Operations





Year ended May 31, 2011, compared to Year ended May 31, 2010




We have not generated revenue as we continue to be an exploration stage company. Our total costs and expenses for fiscal year ended May 31, 2011, increased to $429,013 compared to the prior fiscal year of $23,969. This increase was due to impairment of the Tanzania Joint Venture in the amount of $125,000, compensation paid to related parties of $142,339 and other general and administrative expenses of $151,996. None of these expenses were incurred in the prior fiscal year, except for $17,194 in general and other administrative expenses.


17


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 intend to conduct research and exploration of the claim before we start production of any minerals we may find. We currently don’t have sufficient funds to meet our operation requirements.





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.





Liquidity and Capital Resources





We have the right to explore one claim containing one twenty acre claim. We will begin our exploration provided that sufficient working capital is obtained.





Since inception, we have issued 454,480,000 shares of our common stock and received $118,000.





As of May 31, 2011, our total assets were $7,550 and our total liabilities were $431,316. This compares to $18,700 in total assets and $23,228 in total liabilities as of May 31, 2010. Our liabilities have increase dramatically because of an increase in notes payable, accounts payable and liabilities and amounts due to related parties, which were incurred to fund our operations for the fiscal year.




ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





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





ITEM 8.                        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.







18





EARTH DRAGON RESOURCES INC.


TABLE OF CONTENTS





PageREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F-1FINANCIAL STATEMENTSBalance Sheets
F-2Statements of Operations
F-3Statements of Stockholders' Equity (Deficiency)
F-4Statements of Cash Flows
F-5NOTES TO FINANCIAL STATEMENTS
F-6




19


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and Stockholders of Earth Dragon Resources Inc.
 
 I have audited the accompanying balance sheets of Earth Dragon Resources Inc. (the Company), an exploration stage company, as of May 31, 2011 and 2010 and the related statements of operations, stockholders’ equity, and cash flows for the years ended May 31, 2011 and 2010, and for the period October 23, 2007 (inception) to May 31, 2011. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.
 
 I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
 
 In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Earth Dragon Resources Inc., an exploration stage company, as of May 31, 2011 and 2010 and the results of its operations and its cash flows for the years ended May 31, 2011 and 2010, and for the period October 23, 2007 (inception) to May 31, 2011 in conformity with accounting principles generally accepted in the United States.
 
 The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 /S/ Michael T. Studer CPA P.C.
 Michael T. Studer CPA P.C.
 
 Freeport, New York
 September 13, 2011
  F-1




Earth Dragon Resources Inc.(An Exploration Stage Company)Balance Sheets(Expressed in US Dollars)May 31,


May 31,2011


2010ASSETSCurrent AssetsCash

$
100


$
18,700Prepaid Expenses


7,450



-Total Current Assets


7,550



18,700Mining property acquisition costs, less reserve for impairment of $6,500


-



-Total Assets

$
7,550


$
18,700LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)Current LiabilitiesAccount payable and accrued liabilities

$
57,897


$
13,833Due to related parties


66,439



9,395Notes payable


306,980



-Total current liabilities


431,316



23,228Stockholders' Equity (Deficiency)Common stock, $0.0001 par value;authorized 2,850,000,000 shares, issued and outstanding254,480,000 and 454,480,000 shares, respectively


25,448



45,448Additional paid-in capital


102,327



72,552Deficit accumulated during the exploration stage(551,541
)


(122,528
)Total stockholders' equity (deficiency)


(423,766
)


(4,528
)Total Liabilities and Stockholders' Equity (Deficiency)

$
7,550


$
18,700See notes to financial statements.


F-2


Earth Dragon Resources Inc.(An Exploration Stage Company)Statements of Operations(Expressed in US Dollars)Year Ended May 31, 2011

Year Ended May 31, 2010


Period October 23, 2007 (Inception) to May 31, 2011Revenue

$
-


$
-


$
-Cost and expensesImpairment of mining property acquisition costs


-



-



6,500Impairment of investment in Tanzania Joint Venture


125,000



-



125,000Exploration costs


400



6,775



31,662Compensation to related parties


142,339



-



142,339Interest expense on notes payable


9,278







9,278Other general and administrative expenses


151,996



17,194



236,762Total Costs and Expenses


429,013



23,969



551,541Net Loss

$
(429,013
)

$
(23,969
)

$
(551,541
)Net Loss per shareBasic and diluted

$
(0.00
)

$
(0.00
)Number of common shares used to compute loss per shareBasic and Diluted


382,813,334



454,480,000See 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 May 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 (Deficiency)Shares


AmountCommon stock issued for cashon January 31, 2008 at $0.0000526 per share


380,000,000


$
38,000


$
(18,000
)

$
-


$
20,000Net 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
)


5,608Common stock sold onJanuary 31, 2009 at $0.0013158 per share


74,480,000



7,448



90,552



-



98,000Net loss


-



-



-



(84,167
)


(84,167
)Balance, May 31, 2009


454,480,000



45,448



72,552



(98,559
)


19,441Net loss














(23,969
)


(23,969
)Balance, May 31, 2010


454,480,000



45,448



72,552



(122,528
)


(4,528
)Forgiveness of due to related party byYuan Kun Deng, Chief Executive Officer of the Company from October 23, 2007 (inception) to September 21, 2010


-



-



9,775



-



9,775Cancellation 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


-



-



-



(429,013
)


(429,013
)Balance, May 31, 2011


254,480,000


$
25,448


$
102,327


$
(551,541
)

$
(423,766
)See notes to financial statements.


F-4


Earth Dragon Resources Inc.(An Exploration Stage Company)Statements of Cash Flows(Expressed in US Dollars)Year Ended May 31, 2011


Year Ended May 31, 2010


Period October 23, 2007 (Inception) to May 31, 2011Cash Flows from Operating ActivitiesNet loss

$
(429,013
)

$
(23,969
)

$
(551,541
)Adjustments to reconcile net loss to net cashused for operating activities:Impairment of mining property acquisition costs


-



-



6,500Impairment of investment in Tanzania Joint Venture


125,000



-



125,000Changes in operating assets and liabilities:Prepaid expenses


(7,450
)


-



(7,450
)Accounts payable and accrued liabilities


48,610



5,581



62,443Due to related party


91,339



-



91,339Net cash provided by (used for) operating activities


(171,514
)


(18,388
)


(273,709
)Cash Flows from Investing ActivitiesMineral 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 ActivitiesProceeds from sale of common stock


-



-



118,000Due to related party


(2,086
)


6,690



7,309Proceeds from notes payable


315,000



-



315,000Repayment of notes payable


(35,000
)


-



(35,000
)Net cash provided by (used for) financing activities


277,914



6,690



405,309Increase (decrease) in cash


(18,600
)


(11,698
)


100Cash, beginning of period


18,700



30,398



-Cash, end of period

$
100


$
18,700


$
100Supplemental 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


$
-


$
26,980Increase in due to related party (Yuan Kun Deng,Chief Executive Officer of the Company fromOctober 23, 2007 (inception) to September 21, 2010)as a result of Mr. Deng's payment of Company liabilities

$
2,566


$
-


$
2,566Forgiveness of due to related party by Yuan Kun Deng,Chief Executive Officer of the Company fromOctober 23, 2007 (inception) to September 21, 2010

$
9,775


$
-


$
9,775See notes to financial statements.


F-5


EARTH DRAGON RESOURCES INC.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


May 31, 2011


(Expressed in US Dollars)




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 acquired a mineral property located in the State of Nevada, U.S.A in December 2007, which claim expired September 1, 2011.  As discussed in Note 4, the Company entered into three joint venture agreements to finance certain other mining activities.
  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. All shares and per share amounts have been adjusted to retroactively reflect this stock split.
  2.   SUMMARY  OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of Presentation
  These financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as of May 31, 2011, the Company had cash of $100 and negative stockholders’ equity of $423,766. Further, the Company had a net loss from October 23, 2007 (inception) to May 31, 2011 of $551,541. These factors create substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by obtaining new financing. However, there is no assurance that the Company will be successful in accomplishing this objective. The financial statements do
not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
 
 Mining Property Costs
 
 The Company has been in the exploration stage since its incorporation and inception on October 24, 2007 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mining property acquisition costs are capitalized and are charged to operations as the value is impaired. Exploration costs are expensed until proven and probable reserves are established. When it has been determined that a mining property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the
estimated life of the probable reserves.
 
  F-6
 EARTH DRAGON RESOURCES INC.
 (An Exploration Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 May 31, 2011
 (Expressed in US Dollars)
  2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
  Use of Estimates and Assumptions
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
 Foreign Currency Translation
  The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC Topic 830, “Foreign Currency Matters”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
  Financial Instruments
  The carrying values of the Company’s financial instruments, consisting of cash, accounts payable and accrued liabilities, due to related parties and notes payable, approximate their fair values because of the short maturity of these instruments. The Company’s operations are outside the United States and some of its assets and liabilities give rise to exposure to market risks from changes in foreign currency rates. The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
 
 Environmental Costs
  Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to a plan of action based on the then known facts.
 
 Income Taxes
  Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
 
 F-7
 EARTH DRAGON RESOURCES INC.
 (An Exploration Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 May 31, 2011
 (Expressed in US Dollars)


2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
  Basic and Diluted Net Loss Per Share
 
 The Company computes net income (loss) per share in accordance with ASC Topic 260, "Earnings per Share". ASC Topic 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.
 
 Stock-based Compensation
 
 Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718, “Compensation-Stock Compensation.” To date, the Company has not adopted a stock option plan and has not granted any stock options.
 
 Cash and Cash Equivalents
 
 The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
  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 is NMC#1010396, which expired 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 not completed this program.
  On May 31, 2008, the Company recorded a $6,500 provision for impairment of mining property acquisition costs.
  
 F-8
 EARTH DRAGON RESOURCES INC.
 (An Exploration Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 May 31, 2011
 (Expressed in US Dollars)


4.   JOINT VENTURE AGREEMENTS
 
 Ghana
  On January 12, 2011, the Company entered into a Joint Venture Agreement with Gravhaven Limited whereby the parties are 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  Adolf Tagoe, a shareholder of Netas.  Under the terms of its joint venture agreement with Gravhaven, the Company is to contribute $2,000,000 towards the development of Netas’ concessions in exchange for a 20% ownership in
Netas.
  To date, the Company has not made any capital contributions 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.
  Quebec
  On May 25, 2011, the Company entered into a Joint Venture Agreement with OverThrust Mining Corporation (“OverThrust”) whereby the parties are 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 provides that the Company is 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.
   F-9
  EARTH DRAGON RESOURCES INC.
 (An Exploration Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 May 31, 2011
 (Expressed in US Dollars)
 
 5.   DUE TO RELATED PARTIES
 
 Due to related parties consists of :
  May 31, 2011


May 31, 2010Compensation and expenses due Thomas Herdman(“ Herdman”),  chief executive officer of the Company since  September 21, 2010

$
51,439


$
-Compensation due Date Jiriicho (“ Jiriicho”),director of the Company since February 1, 2011


10,000



-Compensation due James Park (“ Park”),director of the Company since February 1, 2011


5,000



-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


-



9,395Totals

$
66,439


$
9,395
  Under a Consultant Agreement dated September 23, 2010 with Herdman, chief executive officer of the Company since September 21, 2010, 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 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 Park,  Mining Geologist,  Director of the Company since February 1, 2011, the Company agreed to pay Park compensation of $2,500 per month for director fees and service relating to Company joint ventures.
  Under a Consultant Agreement dated February 1, 2011 with Date Jiriicho, Director of the Company since February 1, 2011, the Company agreed to pay Jiriicho compensation of $2,500 per month for director fees.
  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.
   F-10
 EARTH DRAGON RESOURCES INC.
 (An Exploration Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 May 31, 2011
 (Expressed in US Dollars)
 6.   NOTES PAYABLE
 
 Notes payable consist of :
  May 31, 2011


May 31, 2010Promissory note dated February 28, 2011 issued to MED  Ventures Ltd. for cash advances on January 24, 2011 and February 22, 2011, interest at 12%,due  February 27, 2012, unsecured

$
280,000


$
-Promissory note dated November 30, 2010  issued toIrish 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

$
306,980


$
-
 
 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.
  At May 31, 2011, accrued interest payable on the notes payable was $9,278.
 
 7.   COMMON STOCK
  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. All shares and per share amounts have been adjusted to retroactively reflect this stock split.
  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 May 31, 2011, there are no outstanding stock options or warrants.
  F-11
  EARTH DRAGON RESOURCES INC. (An Exploration Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 May 31, 2011
 (Expressed in US Dollars)
 
 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:
  Year Ended

May 31 2011


Year Ended

May 31, 2010


October 23, 2007

(Date of Inception)

to May 31, 2011Expected tax at 35%

$
(150,155
)

$
(8,389
)

$
(193,039
)Increase in valuation allowance


150,155



8,389



193,039Income tax provision

$
-


$
-


$
-
  Significant components of the Company’s deferred income tax assets are as follows:
 
 May 31, 2011


May 31, 2010Net operating loss carryforward

$
193,039


$
42,885Valuation allowances


(193,039
)


(42,885
)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 $193,039 at May 31, 2011 attributable to the future utilization of the net operating loss carryforward of $551,541 will be realized. Accordingly, the Company has maintained 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 $551,541 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
2031.
  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
  Joint Venture Agreements
  As discussed in Note 4, the Company has 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 entered into an Online Virtual Office Agreement with Regus for office space located in Japan.  The term of the agreement is from January 11, 2011 to January 31, 2012.  The monthly rent is 23,900 Japanese yen (or $296 translated at the May 31, 2011 exchange rate).
  F-12
 ITEM 9.                         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
 There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from inception to May 31, 2011, included in this report have been audited by Michael T. Studer CPA PC, as set forth in this annual report.
 
 ITEM 9A.                      CONTROLS AND PROCEDURES.
 
 Evaluation of Disclosure Controls and Procedures
 
 We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the
“Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
 
 Limitations on the Effectiveness of Controls
 
 Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
 
 The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
  20
 CEO and CFO Certifications
 
 Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
 
 Management’s Report on Internal Control over Financial Reporting
 
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
 
 Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
 
 Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
 
 Our management assessed the effectiveness of our internal control over financial reporting as of May 31, 2011. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of May 31, 2011, the Company’s internal control over financial reporting was effective based on those criteria.
 
 This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
  21
 Changes in Internal Controls
 
 There were no changes in our internal control over financial reporting during the quarter ended May 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 ITEM 9B.                      OTHER INFORMATION.
 
 None.
 
 
 PART III
 
 ITEM 10.                      DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
 Officers and Directors
 
 Our directors will serve until their successors are elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The board of directors has no nominating, auditing or compensation committees.
  The name, address, age and position of our present officers and directors are set forth below:
 
 Name and Address
Age
Position(s)Thomas Herdman

Azaban Green Terrace St.

3-20-1 Minami Azabu Minato-ku

Tokyo, 106-0047 Japan
50
President, principal executive officer, principal accounting officer, principal financial officer, Secretary, Treasurer and sole member of the Board of DirectorsDate Jiriicho

Azaban Green Terrace St.

3-20-1 Minami Azabu Minato-ku

Tokyo, 106-0047 Japan
58
Member of the Board of DirectorsJames Park

597 Regal Pk, NE

Calgary, Alberta, Canada T2E 0S6
67
Member of the Board of Directors
 
 The persons named above have held their offices/positions since September 21, 2010, February 1, 2011, and January 13, 2011, respectively, and are expected to hold their offices/positions until the next annual meeting of our stockholders.
  22
  Background of officers and directors
  Thomas William Herdman – President, Secretary, Treasurer and member of the Board of Directors
  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 of our company. Mr. Herdman has 17 years of experience as an international management consultant and advisor that works to finance and develop natural resource and energy related projects. Mr. Herdman has overseen most aspects of the oil and gas business, including financing and development of projects, and the sale and acquisition of oil and gas assets. Since 2005, through his private consulting company,
VQ International Management, he has been involved in the development of a 30,000 acre natural gas gathering system located in southern Alberta. He resides in Tokyo, Japan and previously held the position of Lecturer at Chuo University, Faculty of Law.
 
 Conflicts of Interest
 
 There are no conflicts of interest.  Further, we have not established any policies to deal with possible future conflicts of interest.
 
 Audit Committee Financial Expert
 
 We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.
 
 Involvement in Certain Legal Proceedings
 
 During the past ten years, Mr. Herdman has not been the subject of  any of the following events:
 
 1.           A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
 
 2.           Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
 3.           The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
 
 i)  Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or anassociated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
 
 ii)             Engaging in any type of business practice; or
 
 iii)Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
 
 4.           The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
  23
 5.           Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
 
 6.           Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
 
 7.           Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
 
 i)             Any Federal or State securities or commodities law or regulation; or
 
 ii)Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
 
 iii)Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
 8.           Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
 Audit Committee and Charter
 
 We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.
 
 Code of Ethics
 
 We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as an exhibit to this report.
  24
 Disclosure Committee and Charter
 
 We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.  A copy of the disclosure committee charter is filed as an exhibit to this report.
 
 Section 16(a) of the Securities Exchange Act of 1934
 
 Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended May 31, 2011 all such filing requirements applicable to our officers and directors were complied with, except that reports were filed late by
the following persons:
 
 Transactions Not Timely Known Failures to FileName and principal position
Number of Late Reports
Reported
Required FormThomas Herdman
0
September 21, 2010
Form 3
 
 ITEM 11.                      EXECUTIVE COMPENSATION.
 
 The following table sets forth the compensation paid by us for the last three years through May 31, 2011, for our officers and directors.  This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation discussed addresses all compensation awarded to, earned by, or paid to our named officers and directors.
 Summary Compensation Table
 Non-


NonqualifiedEquity


Deferred


AllName














Incentive


Compensa-


Otherand








Stock


Option


Plan


tion


Compen-Principal


Salary


Bonus


Awards


Awards


Compensation


Earnings


sation


TotalPosition
Year

(US$)


(US$)


(US$)


(US$)


(US$)


(US$)


(US$)


(US$)(a)
(b)

(c)


(d)


(e)


(f)


(g)


(h)


(i)


(j)Yuan Kun Deng
2011


0



0



0



0



0



0



0



0Former President, Treasurer,
2010


0



0



0



0



0



0



0



0Secretary
2009


0



0



0



0



0



0



0



0Thomas Herdman

Current President, Treasurer, Secretary, Director
2011


0



0



0



0



0



0


$
124,839


$
124,839Date Jiriicho

Director
2011


0



0



0



0



0



0


$
10,000


$
10,000James Park

Director
2011


0



0



0



0



0



0


$
10,000


$
10,000
 
 
 25
 
 There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
 
 Long-Term Incentive Plan Awards
 
 We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
 
 Indemnification
 
 Under our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is
judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
 
 Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
  ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
 The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.
 
 Name and Address
Number of
Percentage ofBeneficial Owner
Shares
OwnershipThomas Herdman

Azaban Green Terrace St.

3-20-1 Minami Azabu Minato-ku

Tokyo, 106-0047 Japan
160,000,000
62.87%All Officers and Directors as a Group (1 person)
160,000,000
62.87%
 
 [1]           The person named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Mr. Herdman is the only “promoter” of our company.
 
 26
 
 Future sales by existing stockholders
 
 A total of 160,000,000 shares of common stock were issued to our sole officer and director.  All of the shares are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
 
 There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There are fifty-two holders of record for our common stock.
 
 ITEM 13.
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
 
 On September 23, 2010, the Company entered into a Consultant Agreement with our President, Mr. Thomas Herdman. The agreement states that Mr. Herdman will consult with the Company's directors, officer and employees concerning matters relating to accounting for the Company. The term of the agreement is for one (1) year and terminates on September 22, 2011. Under this agreement, Mr. Herdman is to receive a fee of $15,000 per month.
  Mr. Herdman is our only promoter. He has not received and will not receive anything of value from us, directly or indirectly in his capacity as a promoter.
  ITEM 14.                      PRINCIPAL ACCOUNTANT FEES AND SERVICES. 
 (1) Audit Fees
 
 The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
 
 2011

$
23,200

Michael T. Studer CPA PC2010

$
11,600

Michael T. Studer CPA PC
 
 (2) Audit-Related Fees
 
 The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
 
 2011

$
0

Michael T. Studer CPA PC2010

$
0

Michael T. Studer CPA PC
 
 
 27
 
 (3) Tax Fees
 
 The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
 
 2011

$
0

Michael T. Studer CPA PC2010

$
0

Michael T. Studer CPA PC
 
 (4) All Other Fees
 
 The aggregate fees billed in each of the last two fiscal yeas for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
 
 2011

$
0

Michael T. Studer CPA PC2010

$
0

Michael T. Studer CPA PC
 
 (5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.
  (6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was less than 50%.
 28
 PART IV
 
 ITEM 15.                      EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
 Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed herewith3.1
Articles of Incorporation.
S-1
7/30/08
3.13.2
Bylaws.
S-1
7/30/08
3.24.1
Specimen Stock Certificate.
S-1
7/30/08
4.110.1
Trust Agreement.
S-1
7/30/08
10.114.1
Code of Ethics.
10-K
8/25/09
14.131.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



X32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



X99.2
Audit Committee Charter.
10-K
8/25/09
99.299.3
Disclosure Committee Charter.
10-K
8/25/09
99.3
  29
 SIGNATURES
 
 Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 13th day of September, 2011.
 
 EARTH DRAGON RESOURCES INC.BY:
/s/ THOMAS HERDMANThomas Herdman, President, Principal Accounting Officer, Principal Executive Officer and Principal Financial Officer
  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 indicated.
 
 Signature
Title
Date/s/ Thomas Herdman
President, Principal Accounting Officer,
September 13, 2011Thomas Herdman
Principal Executive Officer, Principal FinancialOfficer, Secretary/Treasurer and a member ofthe Board of Directors/s/ Jiichiro Date
Member of the Board of Directors
September 13, 2011Jiichiro Date/s/ James Park
Member of the Board of Directors
September 13, 2011James Park
 30