UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): JANUARY 31, 2005
COMMISSION FILE NO.: 000-50541
DRAGON GOLD RESOURCES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0507007
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(STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
REGENTS PLACE, 338 EUSTON ROAD, LONDON, UNITED KINGDOM NW1 3BT
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
44-207-416-4920
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(ISSUER TELEPHONE NUMBER)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 31, 2005, Dragon Gold Resources, Inc. (the "Company"), entered
into an Offshore Securities Subscription Agreement ("Agreement"), with Paramount
Trading Company, Inc., a Switzerland corporation ("Paramount"). Under the
Agreement, Paramount agreed to purchase 199,930 shares of the Company's common
stock for US $99,965 (or US $0.50 per share).
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
On January 31, 2005, pursuant to the Agreement, the Company agreed to issue
199,930 restricted shares of the Company's common stock to Paramount, 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 requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DRAGON GOLD RESOURCES, INC.
February 4, 2005
/s/ Johannes Petersen
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Johannes Petersen
Chief Executive Officer