UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 5, 2006
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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 jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification Number)
Regents Place, 338 Euston Road, London, United Kingdom NW1 3BT
(Address of principal executive offices)(Zip Code)
011-44-207-416-4920
(Registrant's telephone number, including area code)
N/A
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(Former name and former address, if changed since last report)
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)).
Item 1.02. Termination of a Material Definitive Agreement
The Board of Directors of the Company has instructed management to take any and
all steps necessary to terminate the Company's Letter of Interest dated March
15, 2005 with the Hanzhong Geological Brigade of the Bureau of Geology & Mineral
Exploration of Shaanvi Province to explore and develope seven mineral properties
in Shaanvi Province China.
The Board of Directors also instructed management to take any and all steps
necessary to terminate the Corporative Agreement executed September 21, 2005
with the Yinchuan Gaoxin District Shijin Mining Ltd. regarding the Xijishui Gold
Property located in Jingyuan Country, Gaysu Province, China.
The Board further instructed management to take any and all steps necessary to
terminate the Cooperative Agreement dated September 10, 2005 between the Company
and Guilin Research Institute of Mineral Resources (Guangxi, China) for the
exploration and development of the Maling and Longhou Gold Properties located in
Longshen and Lingchuan Countries, Guangzi Province, China.
And, finally, the Board agreed to terminate the employment contract with Andrew
Malim. However, Mr. Malim will remain a director of the Company.
The Board also approved a Termination Agreement with the shareholders
("Shareholders") of Dragon Minerals Holding, Inc. and with Dragon Minerals
Holdings, Inc. ("Minerals") to terminate their agreement dated July 14, 2004
whereby the Company acquired all the issued and outstanding shares of Minerals
for 16,500,000 shares of the Company's common stock. Pursuant to this
Termination Agreement, the Company returned to the Shareholders their shares in
Minerals and the Shareholders returned 13,500,000 shares of the Company's common
stock. The remaining 3,000,000 shares are being retained by a director of the
company and his wife.
Item 3.02. Unregistered Sales Of Equity Securities
The following persons were issued shares of the Company's common stock for
services previously rendered:
1. Andrew Malim - 5,000,000 shares for services previously rendered and the
termination of his employment contract. Mr. Malim will, however, remain as
a director of the Company.
2. Johannes Peterson - 2,500,000 shares for services previously rendered as
the Company's Chief Executive Officer. Mr. Peterson is a director of the
Company.
3. Xiaojun Albert Cui - 1,000,000 shares for services previously rendered as
the Company's geological director. Mr. Cui is a director of the Company.
Mr. Cui and his wife retained 3,000,000 shares of the Company's common
stock following the termination of the acquisition of Minerals because
these shares were not part of the purchase price of Minerals, but were
issued to the Cui's as an incentive for Mr. Cui to join the Company as its
exploration director, a position he still holds.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Termination Agreement dated May 5, 2006 between Dragon Gold Resources, Inc.
and the Shareholders of Dragon Mineral Holdings, Inc. and Dragon Mineral
Holdings, Inc. and Dragon Minerals Holdings, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
DRAGON GOLD RESOURCES, INC.
Dated: May 15, 2006
By: /s/ Johannes Peterson
President and Chief Executive Officer