SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of Securities Exchange Act
May 17, 2005
Date of Report
(Date of Earliest Event Reported)
DRAGON GOLD RESOURCES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 0-24370 88-0507007
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
Regents Place, 338 Euston Road, London, United Kingdom NW1 3BT
(Address of Principal Executive Offices)
(44) 207-416-4920
(Registrant's Telephone Number)
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. (see General Instruction A.2. below).
* 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) uner the Exchange
Act (17 CFR 240.14d-2(b)).
Entry Material Agreement, Sale of Equity
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 17, 2005, Dragon Gold Resources, Inc. (the "Company"), entered into an
Offshore Securities Subscription Agreement ("Agreement"), with Anglo Asian
Resources, Inc. ("Anglo"),a Marshall Islands corporation. Under the Agreement,
Anglo agreed to purchase 400,000 shares of the Company's common stock for US
$100,000 (or US $0.25 per share).
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
On May 17, 2005, pursuant to the Agreement, the Company agreed to issue 400,000
restricted shares of the Company's common stock to Anglo, in a transaction not
registered under the Securities Act of 1933 (the "Act"). The Company claims an
exemption from registration afforded by Regulation S of the Act ("Regulation
S"), since the forgoing issuance will be made to a non-U.S. person (as defined
under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an offshore
transaction, and no directed selling efforts were made in the United States by
the issuer, a distributor, any of their respective affiliates, or any person
acting on behalf of any of the foregoing.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 20, 2005 Dragon Gold Resources, Inc.
By:/s/ Johannes Peterson
Chief Executive Officer