UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D
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10-K/A 1 form10ka.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to __________ Commission File Number 0-29657 SILVER DRAGON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 33-0727323 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5160 Yonge Street, Suite 803 Toronto, Ontario, M2N 6L9 (Address of principal executive offices) (Zip Code) (416) 223-8500 (Registrant’s telephone number, including area code) Securities registered under Section 12(b) of the Exchange Act: Title of Each Class: Name of Each Exchange on Which Registered N/A N/A Securities registered under Section 12(g) of the Exchange Act: Common Stock $0.0001 par value (Title of Class) 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 not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [x] 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[ ] No [x] Indicate by check mark whether the registrant has submitted electronically and posted on the corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. [ ] 1 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. (Check one) Large accelerated filer [ ] Non-accelerated filer [ ] Accelerated filer [ ] Smaller reporting company[x] (Do not check if smaller reporting company) Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [x] As of June 30, 2011, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $11,027,306 based upon the closing sale price of the common stock as reported by the Over-the-Counter-Bulletin-Board (“OTCBB”) on that date. As of March 29, 2012, there were 169,803,092 shares of the registrant’s common stock outstanding, par value $0.0001. DOCUMENTS INCORPORATED BY REFERENCE None. 2 EXPLANATORY NOTE Silver Dragon Resources Inc. (the “Company” or “we” or “Silver Dragon”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (this “Amendment”) to (i) revise the disclosure in our original Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Original Form 10-K”) in order to comply with Industry Guide 7 promulgated by the United States Securities and Exchange Commission (the “SEC”), (ii) include restated financial statements for the years ended December 31, 2011 and 2010 (the “Financial Restatement”, and the original financial statements included in the Original Form 10-K being referred to herein as the “Original Financials”), (iii) make corresponding changes to other disclosures, (iv) provide additional disclosures that were required to be disclosed in our Original Form 10-K, and (v) enhance overall readability and organization. As a result of the Company’s discovery of a number of errors in the Original Financials, the Company determined that changes were needed to the Original Financials. Specifically, the Original Financials contained errors in connection with the Company’s convertible financing arrangements, including the following: in connection with a convertible financing arrangement, the Company had recorded certain secured and collateralized promissory notes that either became effective subsequent to December 31, 2011 or have not become effective, as if they were effective before December 31, 2011; and default provisions within certain notes payable agreements were in violation resulting in the requirement to recognize penalties and interest as the case may be, and which had not been recognized by the Company. For more information concerning the Financial Restatement, please refer to Note 5 to the financial statements for the years ended December 31, 2011 and 2010 included in this Amendment. In addition, we are including in this Amendment (i) currently dated certifications from our principal executive, financial and accounting officer, as required, in Exhibits 31.1 and 31.2, (ii) additional exhibits and (iii) updated signature pages. Except as expressly set forth herein, this Amendment does not otherwise revise or restate the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the Original Form 10-K. 3 TABLE OF CONTENTS PART I 9 Item 1. Description of Business 9 Item 1A. Risk factors 16 Item 1B. Unresolved Staff Comments 24 Item 2. Description of Properties 25 Item 3. Legal proceedings 40 Item 4. Mine Safety Disclosures 40 PART II 41 Item 5. Market for common equity and other shareholder matters 41 Item 6. Selected Financial Data 45 Item 7. Management’s Discussion and Analysis and Plan of Operation 46 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 53 Item 8. Financial Statements and Supplementary Data 53 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 53 Item 9A. Controls and Procedures 53 Item 9B. Other Information 54 PART III 55 Item 10. Directors, Executive Officers, and Corporate Governance 55 Item 11. Executive compensation 58 Item 12. Security ownership of certain beneficial owners and management and related stockholder matters. 61 Item 13. Certain relationships and related transactions, and Director Independence 63 Item 14. Principal accountant fees and services 63 PART IV 64 Item 15. Exhibits, Financial Statement Schedules 64 4 NOTE REGARDING FORWARD-LOOKING STATEMENTS We have made forward-looking statements in this Annual Report on Form 10-K that are subject to risks and uncertainties. Forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “1933 Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), are subject to the “safe harbor” created by those sections. The forward-looking statements in this report are based on our management’s beliefs and assumptions and on information currently available to our management. You can identify forward-looking statements by terms such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “seeks,” “should,” “will” or “would” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in this document in greater detail under the heading “Risk Factors.” We believe it is important to communicate our expectations to our investors. However, there will be events that we are not able to predict accurately, or over which we have no control. The risks described in “Risk Factors” included in this report, as well as any other cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in our common stock (“Common Stock”), you should be aware that the occurrence of the events described in “Risk Factors” and elsewhere in this report could harm our business. The forward-looking statements and associated risks set forth in this Annual Report include or relate to, among other things, (a) our future plans and expectations, (b) anticipated trends in the mining industry, (c) our ability to obtain and retain sufficient capital for future operations, and (d) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business”. The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions described herein. The assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward- looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized.