SECURITIES AND EXCHANGE COMMISSION
D. C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 20, 2012
(Date of earliest
SILVER DRAGON RESOURCES INC.
(Exact name of registrant as specified in its
|(State or other jurisdiction of
||(IRS Employer Identification No.)
|incorporation or organization)
200 Davenport Road
Toronto, Ontario, M5R
(Address of Principal Executive Offices) (Zip
number, including area code)
(Former name or former address, if
changed since last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4c))
Item 4.02 Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review.
On November 20, 2012, the Chairman of the Audit Committee of
the Company received notice from SF Partnership, LLP (SFP) stating that SFP
had concluded that, as a result of becoming aware of new information, the
following financial statements of the Company are no longer considered reliable:
the annual statements for the years ended December 31, 2011 and December
31, 2010 (the Annual Financials);
the interim financial statements for the three month periods ended March
31, 2012 and March 31, 2011 (collectively, the March Financials); and
the interim financial statements for the six month periods ended June 30,
2012 and June 30, 2011 (collectively, the June Financials and together with
the March Financials, the Interim Financials).
SFP had previously reported on the Annual Financials and had
previously performed review procedures on the Interim Financials. All of such
financials are included in the Companys applicable filings with the Securities
and Exchange Commission.
SFP explained in its notice that the Company recorded certain
notes receivable, convertible notes payable and related financing and interest
components on its balance sheet and statement of loss and deficit in advance of
the execution date of certain agreements resulting in the premature recognition
of the applicable transactions. SFP further stated in the notice that the impact
to the measurement and disclosure to the aforementioned financial statements are
still under investigation.
The Audit Committee has discussed the matters disclosed herein
with SFP. The Audit Committee and the Companys management are currently
evaluating these matters. The Audit Committee determined that the financials
cannot be relied upon.
The Company has provided SFP a copy of this disclosure and
requested SFP to furnish the Company, as promptly as possible, a letter
addressed to the Securities and Exchange Commission, stating whether SFP agrees
with the above statements, and if not, stating the respects in which it does not
agree. A copy of such letter from SFP is included as Exhibit 7.1 to this report.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SILVER DRAGON RESOURCES INC.
|Date: November 27, 2012
||By: Marc Hazout, President & CEO