Exhibit 4.1 - Specimen Stock Certificate.





Exhibit 4.1


	Number  	  	Shares  
	  	EARTH DRAGON RESOURCES INC.  	  
	INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA 
	  	100,000,000 SHARES COMMON STOCK AUTHORIZED,  	  
	  	$0.00001 PAR VALUE  	  
	  
	  	  	CUSIP  
	  	  	SEE REVERSE  
	  	  	FOR  
	This  	  	CERTAIN  
	certifies  	  	DEFINITIONS  
	that  	  	  
	is the owner of  	  	  
	  
	  
	  	FULLY PAID AND NON-ASSESSABLE  	  
	  	SHARES OF COMMON STOCK OF  	  
	  
	  
	  	EARTH DRAGON RESOURCES INC.  	  
	  	transferable on the books of the corporation in person or by duly  	  
	  	authorized attorney upon surrender of this certificate properly  	  
	  	endorsed. This certificate and the shares represented hereby  	  
	  	are subject to the laws of the State of Nevada, and to the  	  
	  	Articles of Incorporation and Bylaws of the Corporation,  	  
	  	as now or hereafter amended. This certificate is not valid  	  
	  	unless countersigned by the Transfer Agent. WITNESS  	  
	  	the facsimile seal of the Corporation and the signature  	  
	  	of its duly authorized officers  	  
	  
	  
	  
	  
	PRESIDENT  	[SEAL]  	SECRETARY  





 

 

 






     The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.


	TEN COM  	as tenants in common  	UNIF GIFT MIN ACT  ____________	Custodian  ____________
	TEN ENT  	as tenants by the entireties  	                                      (Cust)  	(Minor)  
	JT TEN  	as joint tenants with the right of  	                                                   Act  ________________________  
	  	survivorship and not as tenants  	  	(State)  
	  	in common  	  	  




Additional abbreviations may also be used though not in the above list.

For value received, ______________________________________ hereby sell, assign and transfer unto

                                                       PLEASE INSERT SOCIAL SECURITY OR OTHER

                                                                 IDENTIFYING NUMBER OF ASSIGNEE

_____________________________________________________________________________________

                      (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)



_____________________________________________________________________________________



_____________________________________________________________________________________



_____________________________________________________________________________________

_____________________________________________________________________________ shares of

the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint



_____________________________________________________________________________, Attorney to

transfer the said stock on the books of the within named Corporation with full power of substitution in the

premises.



Dated _______________________



X ________________________________________________________________________________

THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN

EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST BE

GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions)

 

SIGNATURE GUARANTEED:

 

 

TRANSFER FEE WILL APPLY