Silver Dragon Resources Inc. - Form 10-K - Filed by newsfilecorp.com Page 1 of 128 10-K 1 form10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (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, 2014 [ ] 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) 200 Davenport Road Toronto, Ontario, M5R 1J2 (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. http://www.sec.gov/Archives/edgar/data/1017290/000106299315001539/form10k.htm 2015-03-30 Silver Dragon Resources Inc. - Form 10-K - Filed by newsfilecorp.com Page 2 of 128 Yes [X] No [ ] 1 http://www.sec.gov/Archives/edgar/data/1017290/000106299315001539/form10k.htm 2015-03-30 Silver Dragon Resources Inc. - Form 10-K - Filed by newsfilecorp.com Page 3 of 128 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.[ ] 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, 2014, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the closing price of our common stock as quoted on the OTCQB was approximately $5,485,000. For purposes of the foregoing statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. As of March 25, 2015, there were 290,634,110 shares of the registrant’s common stock outstanding, par value $0.0001. DOCUMENTS INCORPORATED BY REFERENCE None. 2 http://www.sec.gov/Archives/edgar/data/1017290/000106299315001539/form10k.htm 2015-03-30 Silver Dragon Resources Inc. - Form 10-K - Filed by newsfilecorp.com Page 4 of 128 TABLE OF CONTENTS PART I 8 Item 1. Description of Business 8 Item 1A. Risk factors 14 Item 1B. Unresolved Staff Comments 24 Item 2. Description of Properties 25 Item 3. Legal proceedings 38 Item 4. Mine Safety Disclosures 38 PART II 39 Item 5. Market for common equity and other shareholder matters 39 Item 6. Selected Financial Data 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 39 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 49 Item 8. Financial Statements and Supplementary Data 49 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 49 Item 9A. Controls and Procedures 49 Item 9B. Other Information 50 PART III 50 Item 10. Directors, Executive Officers, and Corporate Governance 50 Item 11. Executive compensation 53 Item 12. Security ownership of certain beneficial owners and management and related stockholder matters. 56 Item 13. Certain relationships and related transactions, and Director Independence 58 Item 14. Principal accountant fees and services 58 PART IV 60 Item 15. Exhibits, Financial Statement Schedules 60 3 http://www.sec.gov/Archives/edgar/data/1017290/000106299315001539/form10k.htm 2015-03-30 Silver Dragon Resources Inc. - Form 10-K - Filed by newsfilecorp.com Page 5 of 128 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. In addition, as disclosed in “Risk Factors”, there are a number of other risks inherent in our business and operations, which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in the report statement, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this document completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.