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: ~~April~~May 826, 2016 (Date of earliest event reported)

SILVER DRAGON RESOURCES INC.
(Exact name of registrant as specified in its charter)

0-29657
(Commission File Number)

Delaware	33-0727323
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

200 Davenport Road
Toronto, Ontario, M5R 1J2
(Address of Principal Executive Offices) (Zip Code)

(416) 223-8500
(Registrant's telephone number, including area code)

Not Applicable
(Former name or 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:

[ ] 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))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4c))

Item 1.01 Entry into a Material Definitive Agreement

~~Silver~~As ~~Dragon~~previously ~~Resources~~reported ~~Inc.,~~on a ~~Delaware corporation~~Form ~~(the~~8-K ~~“Company”)~~that ~~entered~~was ~~into~~filed awith ~~Settlement~~the Securities and ~~Securities~~Exchange ~~Purchase Agreement~~Commission on April 12, 2016 (the “~~Agreement~~April 12, 2016 8-K”), on ~~dated as of~~ April 7, 2016, ~~with~~Silver ~~Tonaquint~~Dragon Resources, Inc., a ~~Utah~~Delaware corporation (the “~~Investor~~Company”). ~~Pursuant~~entered tointo ~~the Agreement on April 8, 2016, the Investor purchased~~ a ~~new~~Settlement ~~Secured Convertible Promissory Note in the principal amount of $6,836,556.53 (the “New Note”) which was paid for by Investor delivering $400,000 to the Company~~ and ~~surrendering~~Securities aPurchase ~~previously~~Agreement ~~issued Secured Convertible Promissory Note having an outstanding balance in the amount of $9,093,950~~ (the “~~Prior Note Balance~~Agreement”). ~~The~~with ~~New Note Purchase Price was $6~~Tonaquint,~~816,556.53~~ ~~and was computed as follows: an initial principal balance of 6,836,556~~Inc.~~53,~~ ~~less~~ a ~~$20,000~~ ~~fee~~Utah tocorporation ~~cover Investor’s legal fees and other transaction expenses. As part of~~ (the ~~transaction,~~ “Investor ~~forgave $2,677,393~~”).~~47 of the Prior Note Balance.~~

Under the Agreement the Company and the Investor agreed that, upon the mutual agreement of both parties, Investor may make additional investments ~~(each an “Additional Investment”)~~ pursuant to a Secured convertible Promissory Note (the “Additional Note”). On May 25, 2016, the Company issued the Additional Note having a principal amount of $170,000 for $150,000, which reflected a $15,000 original issue discount for the Additional Note and ~~together~~$5,000 that the Company paid towards Investor’s legal fees, accounting costs, due diligence and other costs incurred in connection with the ~~New~~purchase and sale of the Additional Note. Pursuant to the Additional Note, the Company received $150,000 in funds from the Investor on May ~~“Notes”)~~26, 2016.

The ~~New~~Additional Note ~~and~~is ~~any Additional Notes are~~ secured by a security agreement whereby the company ~~has~~ granted Investor a security interest in all of its assets in favor of the Investor to secure the Company’s performance of its obligations under the ~~New~~ ~~Note and the~~ Additional ~~Notes,~~Note and a Pledge Agreement whereby the Company pledged all of its right, title and interest in and to the equity interest held by the Company in Sanhe Sino-Top Resources & Technologies, Ltd, (“Sino-Top”) a Chinese foreign cooperative joint venture to secure the performance of the Company’s obligations under the ~~New~~Additional Note and Additional Notes. The ~~New~~Additional Note provides for customary events of default, including, but not limited to, cross defaults to specified other debt of the Company and its subsidiaries. The Investor, pursuant to the terms of the ~~New~~Additional Note, is subject to an ~~ownership~~ ownership limitation of 9.99% (the “Limitation”). If ~~Investor~~the lender comes to beneficially own a number of the Company’s shares in excess of 9.99%, the Company must not issue to Investor shares of Common Stock which would ~~exceed~~excess the Limitation. The material terms of the Agreement, the Security Agreement and the Pledge Agreement were reported in the April 12, 2016 8-K.

~~Upon~~The ~~execution~~Additional ofNote ~~the~~carries ~~Agreement,~~an ~~the~~annual ~~Company~~interest ~~received~~rate ~~a general release~~ of ~~any~~12%. ~~claims~~ The Investor may ~~have~~convert ~~had against~~ the ~~Company~~Additional ~~and~~Note ~~the~~at ~~Company granted the Investor a general release of~~ any ~~claims~~time ~~the~~beginning ~~Company~~November ~~may~~26, ~~have had~~2016 ~~against~~and ~~the~~until ~~Investor. Upon~~ the ~~execution~~outstanding ofbalance ~~the~~on ~~transaction documents related to~~ the ~~Agreement,~~Note anis ~~action~~paid ~~brought~~in byfull. ~~Investor~~The ~~against~~maturity ~~the~~date of ~~Company in~~ the ~~United States~~Additional ~~District~~Note ~~court,~~is ~~District~~February ~~of Utah~~28, ~~Central~~2017 ~~Division~~(the is“Maturity ~~being dismissed~~Date”).

~~Under~~The ~~the~~conversion ~~Agreement,~~price onfor ~~the~~each ~~earlier~~Lender ~~of:~~Conversion (i)as ~~Company’s next~~defined ~~annual~~below) ~~meeting~~shall ofbe ~~stockholders~~$0.015 or (~~ii)~~the ~~six~~“Lender (6Conversion Price”). ~~months~~However, ~~from~~in the ~~date~~event the ~~hereof~~Company’s Market Capitalization (~~the “Share~~as ~~Reserve~~defined ~~Date”),~~in the ~~Company~~Additional ~~will~~Note) ~~reserve~~falls below ~~150~~$4,000,000.00 ~~shares~~at ofany ~~Common Stock~~time, ~~from~~then ~~its~~in ~~authorized~~such ~~and~~event ~~unissued~~(a) ~~Common~~the ~~Stock~~Lender toConversion Price ~~provide~~ for ~~the~~all ~~issuance of Common Stock pursuant to~~ conversions ofby the ~~Notes~~Investor ~~(the~~occurring ~~“Share Reserve”). Furthermore, from and~~ after the ~~Share~~first ~~Reserve~~date ~~Date~~of ~~and until~~ such ~~time that all~~ ~~outstanding~~occurrence ~~Notes~~shall ~~have~~equal ~~been~~the ~~paid~~lower inof ~~full,~~ the ~~Company~~Lender ~~shall~~Conversion ~~require~~Price or the ~~Transfer~~Market ~~Agent~~Price to(as ~~maintain~~defined in the ~~Share~~Additional ~~Reserve.~~Note) ~~The~~as ~~Company~~of ~~shall~~any ~~further~~applicable ~~require~~date ~~the~~of ~~Transfer~~conversion, ~~Agent~~and to(b) ~~hold~~the ~~such~~true-up ~~shares~~provisions of ~~Common Stock exclusively for~~ the ~~benefit of~~promissory ~~Investor~~note ~~and~~shall toapply ~~issue such shares~~ to ~~Investor promptly upon Investor’s~~ ~~delivery~~all ofLender aConversions ~~conversion~~that ~~notice~~occur ~~under~~after the ~~New~~first ~~Note~~date ~~and~~the ~~any~~Market ~~Additional~~Capitalization falls ~~Notes.~~below $4,000,000.00.

SoBeginning ~~long~~on asDecember ~~the~~31, ~~New~~2016 ~~Note~~ and ~~any~~on ~~Additional~~the ~~Notes~~same ~~are outstanding~~day ~~the~~of ~~Investor~~each month ~~also~~thereafter ~~has~~until the ~~right~~Maturity toDate ~~appoint~~(each, an ~~observer~~“Installment toDate”), ~~the~~if ~~Company’s~~paying ~~board~~in cash, ~~who~~the ~~will~~Company ~~receive~~shall ~~timely~~pay ~~notice~~to ~~of,~~the Investor the applicable Installment Amount due on such date and ~~can~~if ~~participate~~paying in Installment Conversion Shares (as defined below), the Company’s ~~board~~shall ~~meetings~~deliver such Installment Conversion Shares on or before the delivery date. As used in the Installment Amount means $55,000.

~~Investor~~Payments ~~also~~of ~~received~~each aInstallment ~~right~~Amount tomay ~~participate~~be made (a) in cash, or (b) by converting such Installment Amount into shares of Common Stock (“Installment Conversion Shares,” and together with the Lender Conversion Shares, the “Conversion Shares”) (each an “Installment Conversion”) per the following formula: the number of Installment Conversion Shares equals the portion of the applicable Installment Amount being converted divided by the Installment Conversion Price, or (c) by any combination of the foregoing, so ~~Company’s~~long ~~future~~as ~~financings~~the cash is delivered to Lender on the ~~extent~~applicable ofInstallment ~~50%~~Date and the Installment Conversion Shares are delivered to Lender on or before the applicable delivery date. Notwithstanding the foregoing, the Company will not be entitled to elect an Installment Conversion with respect to any portion of any applicable Installment Amount and shall be required to pay the entire Amount of such ~~future~~Installment ~~financing~~Amount in cash if on the applicable Installment Date there is ~~transaction~~Equity Conditions Failure (as defined in the Additional Note), and such failure is not waived in writing by Investor.

~~Pursuant~~On tothe date that is twenty trading days (a “True-Up Date”) from each date that the ~~Agreement,~~Installment Conversion Shares delivered by the Company ~~additionally~~to ~~entered~~the ~~into~~Investor abecome ~~confession~~cleared offor ~~judgment~~resale ~~pursuant~~by ~~which~~any itapplicable ~~agreed~~compliance ~~that~~departments of the ~~United~~Investor’s ~~States~~brokerage firm or clearing firm and such shares have been ~~District~~deposited ~~Court~~in such clearing firms account for the ~~District~~benefit of ~~Utah~~the Investor, ~~Central~~there shall ~~Division,~~be ata true-up where the ~~request~~Company ~~and~~shall deliver to Lender additional ~~discretion~~Installment Conversion Shares (“True-Up Shares”) if the Installment Conversion Price as of ~~counsel~~the ~~for~~True-Up Date is less than the ~~Investor~~Installment ~~and~~Conversion ~~upon~~Price used in the ~~occurrence~~applicable ofinstallment annotice. In such event, ofthe Company shall deliver ~~default~~to ~~under~~investor within three trading days of the ~~New~~True-Up ~~Note,~~Date ~~may~~a ~~enter~~number ~~judgment~~of inTrue-Up Shares equal to the ~~amount~~difference between the number of ~~$6,836,556.53~~Installment Conversion ~~plus~~Shares ~~accrued~~that ~~interest,~~would ~~fees,~~have ~~charges~~been ~~and~~delivered ~~reasonable~~to ~~attorney’s~~Investor ~~fees~~on ~~and~~the ~~costs~~True-Up Date based on ~~less~~the ~~any~~Installment ~~payments~~Conversion ~~made~~Price byas of the ~~Company~~True-Up ~~under~~Date and the ~~New~~number ~~Notes~~of Installment Conversion Shares originally delivered to Investor pursuant to the applicable installment notice.

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~~The~~Upon ~~New~~the ~~Note~~sale ~~has~~by aCompany ~~principal balance~~ of ~~$6,836,556.53~~all ~~and carries~~equity aninterests ~~annual~~held ~~interest~~by ~~rate~~the Company ofin ~~12%.~~Sino-Top, ~~The~~the Investor may ~~convert~~cause the ~~New~~Company ~~Note~~to ~~at any~~repay ~~time~~its ~~beginning December 31, 2016 and until the~~ outstanding balance on ~~the Note~~promissory isnotes ~~paid~~held inby ~~full.~~the ~~The~~Investor ~~maturity~~or ~~date~~redeem ofAdditional ~~the~~Note ~~New~~at ~~Note~~the Redemption isValue ~~March~~(as ~~31,~~defined ~~2019~~in (the ~~“Maturity~~ ~~Date”)~~Additional Note).

The ~~conversion~~foregoing ~~price~~descriptions ~~for~~of ~~each~~the ~~Lender~~Additional ~~Conversion~~Note ~~(as~~do ~~defined~~not ~~below)~~purport ~~shall~~to be ~~$0.015 (the “Lender Conversion Price”). However~~complete, inand ~~the~~are ~~event~~qualified ~~the Company’s Market Capitalization (as defined~~ in ~~the~~their ~~New~~entirety ~~Note) falls below $4,000,000.00 at any time, then in such event (a) the Lender Conversion Price for all conversions~~ by ~~the~~reference ~~Investor~~to ~~occurring after~~ the ~~first~~full ~~date~~text of ~~such occurrence shall equal~~ the ~~lower~~Additional ofNote ~~the~~which ~~Lender Conversion Price or the Market~~is ~~Price~~attached (as ~~defined~~an inexhibit ~~the~~to ~~New~~this ~~Note)~~current asReport ofon ~~any~~Form ~~applicable~~8-K ~~date of conversion,~~ and ~~(b)~~ ~~the~~which ~~true-up provisions of the promissory note shall apply to all Lender~~are ~~Conversions~~incorporated ~~that~~herein ~~occur~~by ~~after the first date the Market Capitalization falls below $4,000,000~~reference.~~00.~~

Beginning on December 31, 2016 and on the same day of each month thereafter until the Maturity Date (each, an “Installment Date”), if paying in cash, the Company shall pay to the Investor the applicable Installment Amount due on such date and if paying in Installment Conversion Shares (as defined below), the Company shall deliver such Installment Conversion Shares on or before the delivery date. As used in the Installment Amount means $100,000.

Payments of each Installment Amount may be made (a) in cash, or (b) by converting such Installment Amount into shares of Common Stock (“Installment Conversion Shares,” and together with the Lender Conversion Shares, the “Conversion Shares”) (each an “Installment Conversion”) per the following formula: the number of Installment Conversion Shares equals the portion of the applicable Installment Amount being converted divided by the Installment Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the applicable Installment Date and the Installment Conversion Shares are delivered to Lender on or before the applicable delivery date. Notwithstanding the foregoing, the Company will not be entitled to elect an Installment Conversion with respect to any portion of any applicable Installment Amount and shall be required to pay the entire Amount of such Installment Amount in cash if on the applicable Installment Date there is Equity Conditions Failure (as defined in the New Note), and such failure is not waived in writing by Investor.

On the date that is twenty trading days (a “True-Up Date”) from each date that the Installment Conversion Shares delivered by the Company to the Investor become cleared for resale by any applicable compliance departments of the Investor’s brokerage firm or clearing firm, and such shares have been deposited in such clearing firms account for the benefit of the Investor, there shall be a true-up where the Company shall deliver to Lender additional Installment Conversion Shares (“True-Up Shares”) if the Installment Conversion Price as of the True-Up Date is less than the Installment Conversion Price used in the applicable installment notice. In such event, the Company shall deliver to investor within three trading days of the True-Up Date a number of True-Up Shares equal to the difference between the number of Installment Conversion Shares that would have been delivered to Investor on the True-Up Date based on the Installment Conversion Price as of the True-Up Date and the number of Installment Conversion Shares originally delivered to Investor pursuant to the applicable installment notice.

Upon the sale by Company of all equity interests held by the Company in Sino-Top, the Investor may cause the Company to repay its outstanding balance on promissory notes held by the Investor or redeem New Note at the Redemption Value (as defined in the New Note).

The foregoing descriptions of the Settlement and Securities Purchase Agreement, the Secured Convertible Promissory Note, the Security Agreement, the Pledge Agreement, the Confession of Judgment and the form of Secured Convertible Promissory Note (Additional Note) are qualified in their entirety by reference to the full text of these agreements which are attached as exhibits to this current Report on Form 8-K and which are incorporated herein by reference.

In connection with the foregoing, the Company relied upon the exemption from securities registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03.

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Item 3.02 Unregistered Sales of Equity Securities.

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
4.1	Secured Convertible Promissory Note
4.2	Form of Convertible Promissory Note
10.1	Settlement and Securities Purchase Agreement
10.2	Security Agreement
10.3	Pledge Agreement
10.4	Confession of Judgment

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SILVER DRAGON RESOURCES INC.
Date: April 12, 2016	/s/ Marc Hazout
Date: June 1, 2016	/s/ Marc Hazout
	By: Marc Hazout, President & CEO

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