SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of Securities Exchange Act
April 8, 2005
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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 000-50541 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) under the
Exchange Act (17 CFR 240.14d-2(b)).
Item 4.01 Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On April 8, 2005, the Registrant terminated the engagement of Manning
Elliot, Chartered Accountants from its position as the Company's
independent accountants.
(ii) The audit report of Manning Elliot, on June 2, 2004, for the year ended
March 31, 2004 contained no adverse opinion, disclaimer of opinion or
modification of the opinion except for concerns expressed about the
Company's ability to continue as a going concern.
(iii)The Registrant's Board of Directors participated in and approved the
decision to change independent accountants.
(iv) In connection with its audit for the most recent fiscal year and the
interim period until the date of dismissal , there have been no
disagreements with Manning Elliot, Chartered Accountants on any matter of
accounting principle or practice, financial statement disclosure, or
auditing scope or procedure, which disagreement if not resolved to the
satisfaction of Manning Elliot, Chartered Accountants would have caused
them to make reference thereto in their report on the financial statements.
(v) During the most recent fiscal year and the interim period until the date of
dismissal , there have been no reportable events (as defined in Regulation
S-K Item 304 (a)(1)(v)).
(vi) The Registrant requested that Manning Elliot, Chartered Accountants furnish
it with a letter addressed to the SEC stating whether or not it agrees with
the above statements. A copy of such letter is filed as an Exhibit to this
Form 8-K.
(b) New independent accountants
On April 8, 2005, the Registrant engaged Ham, Langston, & Brezina, L.L.P.
to audit its financial statements for the year ended March 31, 2005. During the
two most recent fiscal years and through March 31, 2005, the Registrant has not
consulted with Ham, Langston, & Brezina, L.L.P regarding (i) the application of
accounting principles to a specified transaction, either completed or proposed
or the type of audit opinion that might be rendered on the Registrant's
financial statements, and no written report or oral advice was provided to the
Registrant by concluding there was an important factor to be considered by the
Registrant in reaching a decision as to an accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in item 304 (a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304 (a)(1)(v) of Regulation S-K.
In July 2004, the Company's management offices were relocated to London, England
and the Company significantly reduced its affiliation with Vancouver, BC. In
addition, the Company's legal counsel is headquartered in Houston, Texas.
Considering these facts, the Company selected a Certifying Accounting Firm in
Houston, Texas to act as its new independent accountants.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description of Exhibit
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16.1 Letter from Manning Elliot, Chartered Accountants
dated April 12, 2005.
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: July 13, 2005 Dragon Gold Resources, Inc.
By:/s/ Johannes Petersen
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Chief Executive Officer
Exhibit 16.1
Re: Dragon Gold Resources, Inc.
File Ref. No. 0-24370
This letter will confirm that we reviewed Item 4 of the Company's Form 8-K dated
April 8, 2005, captioned "Changes in Registrant's Certifying Accountant " and
that we agree with the statements made therein as they relate to Manning
Elliott. We are not in a position to agree or disagree with the statements in
Item 4 regarding the engagement of Ham, Langston, & Brezina, L.L.P. or the
approval of such engagement by the Board of Directors.
We hereby consent to the filing of this letter as an exhibit to the foregoing
report on Form 8-K.
/s/ "Manning Elliott"
MANNING ELLIOTT
CHARTERED ACCOUNTANTS
Vancouver, Canada
April 12, 2005