Mail Stop 04-06
April 19, 2005
Mr. Johannes Peterson
Chief Financial Officer
Dragon Gold Resources, Inc.
338 Euston Road
London NWI 3BT UK
Re: Dragon Gold Resources, Inc.
Item 4.01 Form 8-K filed April 13, 2005
File No. 000-50541
Dear Mr. Peterson:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 8-K filed on April 13, 2005
1. The file number being used (000-24370) appears to be incorrect.
We
also noted that the 2004 10-KSB is using a third file number (333-
107915). Your amendment should reference the correct file number
and
your response should explain why you are not using file number
(000-
50541).
2. Item 304(a)(i)(ii) of Regulation S-B requires that a statement
whether the accountant`s report on the financial statements for
either of the past two years contained an adverse opinion or
disclaimer of opinion or was qualified or modified as to
uncertainty,
audit scope, or accounting principles; and a description of the
nature of each such adverse opinion, disclaimer of opinion,
modification or qualification. Revise your disclosure to include
the
uncertainty regarding the ability to continue as a going concern
in
the accountants report.
3. Your disclosure indicates that "there have been no
disagreements
with Manning Elliott, Charted Accountants on any matter of
accounting
principle or practice, financial statement disclosure, or auditing
scope or procedures, which disagreement if not resolved to the
satisfaction of David T. Thomson PC would have caused them to make
reference thereto in their report on the financial statements."
Revise your disclosures and tell us why you are referencing David
T.
Thomson PC and not your former auditors.
4. Tell us why your former auditor is located in Vancouver, Canada
and your current auditor is located in Houston, Texas when it
appears
that your principle offices are located in London, England.
Explain
the circumstances that led to you retaining these particular audit
firms.
Form 10-QSB-For the quarterly period ended December 31, 2004
5. We note your statement that the chief executive officer and the
chief financial officer "has concluded that as of the evaluation
date, our controls and procedures were adequate and designed to
ensure that material information required to be disclosed by the
Company in the reports that it files or submits under the Exchange
Act of 1934 is 1) recorded, processed, summarized and reported,
within the time periods specified in the Commission`s rules and
forms; and 2) accumulated and communicated to him as appropriate
to
allow timely decisions regarding required disclosure." It does
not
appear that your certifying officers have reached a conclusion
that
your disclosure controls and procedures are effective. Revise
your
disclosures to address your officers` conclusions regarding the
effectiveness of your disclosure controls and procedures.
6. We note your statement that, "There were no significant changes
in
our internal control over financial reporting during our most
recent
fiscal quarter that materially affected, or were reasonably likely
to
materially affect, our internal control over financial reporting."
Revise to your disclosure to state clearly, if correct, that there
were no changes in your internal controls over financial reporting
that occurred during quarter that have materially affected, or are
reasonably likely to materially affect, your internal controls
over
financial reporting.
General
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
*******
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. Please furnish a cover letter with your
amendment
that keys your responses to our comments and provides any
requested
supplemental information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
Any questions regarding the above should be directed to me
at
(202) 824-5531, or in my absence, to Robert Benton at (202) 942-
1811.
Sincerely,
Morgan Youngwood
Staff Accountant
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SVC Financial Services, Inc.
February 2, 2005
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